€¦ · XLS file · Web view · 2017-10-162067 1658 29 380. 7/1/2017. 7/4/2017. 7/5/2017. 7/5/2017. 7/5/2017. 7/5/2017. 7/5/2017. 7/5/2017. 7/5/2017. 7/5/2017. 7/6/2017. 7/6/2017

Disclosure of Actual Exercise of Proxy Voting in Investee companies across all schemes of IDFC Mutual FundSummary of proxy votes cast by IDFC Mutual Fund across all the investee companies

F.Y. Quarter

2017-2018

Details of Votes cast during the Quarter - July 1, 2017 to September 30, 2017

Company Name

01/Jul/17 Postal Ballot Management

04/Jul/17 LARSEN TOUBRO LTD Postal Ballot Management

July 1, 2017 to September 30, 2017

Meeting Date

Type of Meeting

Proposal by Management or Shareholder

HINDUSTAN PETROLEUM CORPORATION

05/Jul/17 APOLLO TYRES LIMITED AGM Management








06/Jul/17 Postal Ballot Management

06/Jul/17 CITY UNION BANK LIMITED Postal Ballot Management

07/Jul/17 BHARAT FINANCIAL INCLUSION LIM AGM Management

BHARAT PETROLEUM CORPORATION L






08/Jul/17 UPL LTD AGM Management









11/Jul/17 THE SOUTH INDIAN BANK LIMITED AGM Management










12/Jul/17 RANE HOLDINGS LIMITED Postal Ballot Management

12/Jul/17 ZEE ENTERTAINMENT ENTERPRISES AGM Management








13/Jul/17 CYIENT LTD AGM Management







13/Jul/17 JSW ENERGY LIMITED AGM Management














14/Jul/17 HERO MOTOCORP LTD AGM Management





14/Jul/17 THE FEDERAL BANK LTD AGM Management



















14/Jul/17 VEDANTA LIMITED AGM Management












17/Jul/17 AGM Management




ICICI PRUDENTIAL LIFE INSURANCE COMPANY



















17/Jul/17 TATA COFFEE LTD AGM Management










17/Jul/17 THE KARNATAKA BANK LTD AGM Management










18/Jul/17 BATA INDIA LTD AGM Management




18/Jul/17 MINDTREE LTD AGM Management






18/Jul/17 ULTRATECH CEMENT LIMITED AGM Management







18/Jul/17 LAKSHMI VILAS BANK LIMITED AGM Management














19/Jul/17 BAJAJ FINANCE LIMITED AGM Management






19/Jul/17 BAJAJ FINSERV LTD AGM Management







19/Jul/17 KEI INDUSTRIES LIMITED AGM Management







19/Jul/17 WIPRO LTD AGM Management






20/Jul/17 BAJAJ AUTO LIMITED AGM Management







20/Jul/17 KOTAK MAHINDRA BANK LIMITED AGM Management










20/Jul/17 PERSISTENT SYSTEMS LTD AGM Management










20/Jul/17 SHEELA FOAM LIMITED AGM Management













21/Jul/17 ASHOK LEYLAND LTD AGM Management







21/Jul/17 RELIANCE INDUSTRIES LTD AGM Management
















21/Jul/17 ANDHRA BANK AGM Management



DEWAN HOUSING FINANCE CORPORATION LTD







22/Jul/17 BHARTI INFRATEL LTD AGM Management












22/Jul/17 SREI INFRASTRUCTURE FINANCE LI AGM Management





24/Jul/17 GIC HOUSING FINANCE LTD AGM Management












24/Jul/17 HDFC BANK LTD AGM Management












24/Jul/17 JM FINANCIAL LTD AGM Management








24/Jul/17 MAHINDRA MAHINDRA FINANCIAL AGM Management




24/Jul/17 BHARTI AIRTEL LIMITED AGM Management








24/Jul/17 PVR LIMITED AGM Management








24/Jul/17 RELIANCE CAPITAL LIMITED CCM Management

26/Jul/17 AXIS BANK LTD AGM Management













HOUSING DEVELOPMENT FINANCE CO















26/Jul/17 INDUSIND BANK LTD AGM Management







26/Jul/17 KEC INTERNATIONAL LTD AGM Management








27/Jul/17 BLUE DART EXPRESS LTD AGM Management










CROMPTON GREAVES CONSUMER ELEC












27/Jul/17 EXIDE INDUSTRIES LTD AGM Management



















KIRLOSKAR PNEUMATIC COMPANY LIMITED






27/Jul/17 TATA ELXSI LTD AGM Management






27/Jul/17 VA TECH WABAG LTD AGM Management










28/Jul/17 ADANI TRANSMISSION LTD Postal Ballot Management

28/Jul/17 ATUL LTD AGM Management








28/Jul/17 BIOCON LTD AGM Management








28/Jul/17 CESC LTD AGM Management













28/Jul/17 DR REDDY'S LABORATORIES LTD AGM Management



COROMANDEL INTERNATIONAL LTD










28/Jul/17 ITC LTD AGM Management











31/Jul/17 SHREE CEMENT LTD AGM Management








01/Aug/17 CARE RATINGS LIMITED AGM Management







01/Aug/17 DCM SHRIRAM LIMITED AGM Management









01/Aug/17 MARICO LTD AGM Management







01/Aug/17 TAJGVK HOTELS AND RESORTS LTD AGM Management







01/Aug/17 TCI EXPRESS LIMITED AGM Management







01/Aug/17 TECH MAHINDRA LTD AGM Management01/Aug/17 TECH MAHINDRA LTD AGM Management

01/Aug/17 TECH MAHINDRA LTD AGM Management



01/Aug/17 TORRENT POWER LTD AGM Management






02/Aug/17 EIH LTD AGM Management




02/Aug/17 GATEWAY DISTRIPARKS LTD AGM Management







02/Aug/17 IGARASHI MOTORS INDIA LTD AGM Management









02/Aug/17 LUPIN LTD AGM Management







02/Aug/17 MAGMA FINCORP LTD AGM Management






02/Aug/17 PNB HOUSING FINANCE LIMITED AGM Management











02/Aug/17 SNOWMAN LOGISTICS LTD AGM Management






02/Aug/17 AGM Management







TRANSPORT CORPORATION OF INDIA







02/Aug/17 WOCKHARDT LTD AGM Management








03/Aug/17 COLGATE-PALMOLIVE (INDIA) LTD AGM Management








03/Aug/17 GREAVES COTTON LTD AGM Management










03/Aug/17 INGERSOLL-RAND (INDIA) LTD AGM Management







03/Aug/17 TITAN COMPANY LIMITED AGM Management






04/Aug/17 ARVIND LTD AGM Management








04/Aug/17 KIRLOSKAR OIL ENGINES LTD AGM Management










04/Aug/17 MAHINDRA AND MAHINDRA LTD AGM Management









04/Aug/17 MRF LTD AGM Management















04/Aug/17 RBL BANK LIMITED AGM Management












04/Aug/17 THE RAMCO CEMENTS LIMITED AGM Management







04/Aug/17 UJJIVAN FINANCIAL SERVICES LIM AGM Management






04/Aug/17 VRL LOGISTICS LIMITED AGM Management









07/Aug/17 BRITANNIA INDUSTRIES LTD AGM Management






07/Aug/17 ASTRAL POLY TECHNIK LTD AGM Management














08/Aug/17 CEAT LTD AGM Management





LAKSHMI MACHINE WORKS LIMITED FV INR 10









08/Aug/17 DOLLAR INDUSTRIES LIMITED DOLL AGM Management









08/Aug/17 EICHER MOTORS LTD AGM Management





08/Aug/17 SRF LTD AGM Management








08/Aug/17 TATA STEEL LTD AGM Management





08/Aug/17 TATA STEEL LTD AGM Shareholder






09/Aug/17 ADANI ENTERPRISES LTD AGM Management















ADANI PORTS AND SPECIAL ECONOM





















CENTURY TEXTILES AND INDUSTRIES








09/Aug/17 INDOCO REMEDIES LTD AGM Management







09/Aug/17 MCLEOD RUSSEL INDIA LTD AGM Management














09/Aug/17 NAVA BHARAT VENTURES LTD AGM Management09/Aug/17 NAVA BHARAT VENTURES LTD AGM Management

09/Aug/17 NAVA BHARAT VENTURES LTD AGM Management



09/Aug/17 TATA CHEMICALS LTD AGM Management





09/Aug/17 WONDERLA HOLIDAYS LTD AGM Management







10/Aug/17 3M INDIA LTD AGM Management








10/Aug/17 ADANI TRANSMISSION LIMITED AGM Management








10/Aug/17 ASAHI INDIA GLASS LTD AGM Management










10/Aug/17 BHARAT FORGE LTD AGM Management






10/Aug/17 HIKAL LTD AGM Management





10/Aug/17 INEOS STYROLUTION INDIA LIMITE AGM Management







10/Aug/17 KAJARIA CERAMICS LTD AGM Management





10/Aug/17 PAGE INDUSTRIES LTD AGM Management















11/Aug/17 BLUE STAR LTD AGM Management



S H KELKAR AND COMPANY LIMITED










11/Aug/17 CADILA HEALTHCARE LTD AGM Management











11/Aug/17 DECCAN CEMENTS LIMITED AGM Management










11/Aug/17 DISA INDIA LTD AGM Management
















KALPATARU POWER TRANSMISSION L







11/Aug/17 AGM Shareholder

11/Aug/17 AGM Shareholder

11/Aug/17 PRAJ INDUSTRIES LTD AGM Management














11/Aug/17 CIPLA LIMITED AGM Management










14/Aug/17 SUVEN LIFE SCIENCES LTD SHS DE AGM Management










PODDAR HOUSING AND DEVELOPMENT








18/Aug/17 HINDUSTAN ZINC LTD SHS AGM Management


















TATA GLOBAL BEVERAGES LTD BEN












18/Aug/17 LIC HOUSING FINANCE LTD AGM Management










18/Aug/17 MANAPPURAM FINANCE LIMITED AGM Management













MANGALORE REFINERY PETROCHEM












GREENPLY INDUSTRIES LTD FACE VALUE INR 1














INDIAN HOTEL COMPANY LIMITED FV INR 1













22/Aug/17 LARSEN TOUBRO LTD CCM Management

MOTHERSON SUMI SYSTEMS LTD NO






22/Aug/17 LARSEN TOUBRO LTD AGM Management
















MULTI COMMODITY EXCHANGE OF INDIA





22/Aug/17 TATA MOTORS LTD MUMBAI SHS AGM Management















TATA MOTORS LIMITED DIFFERENTIAL VOTING








23/Aug/17 ADITYA BIRLA FASHION AND RETAI AGM Management







23/Aug/17 CITY UNION BANK LIMITED FV 1 AGM Management















23/Aug/17 KPIT TECHNOLOGIES LTD SHS AGM Management









23/Aug/17 TATA POWER CO LTD SHS AGM Management



























24/Aug/17 BAJAJ FINANCE LIMITED EQ NEW F Postal Ballot Management

24/Aug/17 NAVKAR CORPORATION LIMITED AGM Management

IRB INFRASTRUCTURE DEVELOPERS LTD















24/Aug/17 NCC LIMITED AGM Management









28/Aug/17 INTERGLOBE AVIATION LIMITED AGM Management





28/Aug/17 KPR MILL LIMITED EQ NEW FV AGM Management













VOLTAS LTD MUMBAI SHS DEMATER








28/Aug/17 WIPRO LTD Postal Ballot Management

29/Aug/17 FUTURE CONSUMER LIMITED SHS AGM Management






29/Aug/17 FUTURE LIFESTYLE FASHIONS LTD AGM Management







29/Aug/17 FUTURE RETAIL LIMITED SHS AGM Management








29/Aug/17 INDIAN OIL CORPORATION LIMITED AGM Management







29/Aug/17 MINDA INDUSTRIES LIMITED NEW E AGM Management







30/Aug/17 Postal Ballot ManagementADANI TRANSMISSION LTD AHMEDA

30/Aug/17 BALRAMPUR CHINI MILLS LTD CAL AGM Management















ENTERTAINMENT NETWORK INDIA LIMITED







30/Aug/17 UNITED SPIRITS LIMITED SHS DEM AGM Management









31/Aug/17 AUROBINDO PHARMA LIMITED AGM Management









31/Aug/17 PIDILITE INDUSTRIES LIMITED INR 1 AGM Management







31/Aug/17 Rane Holdings AGM Management





01/Sep/17 BOSCH LTD BANGALORE SHS AGM Management









01/Sep/17 LINC PEN AND PLASTICS LIMITED AGM Management






01/Sep/17 RELIANCE INDUSTRIES LTD Postal Ballot Management




04/Sep/17 INDIA CEMENTS LIMITED AGM Management










05/Sep/17 G N A AXLES LIMITED AGM Management













05/Sep/17 MARUTI SUZUKI INDIA LTD NEW D AGM Management









05/Sep/17 SKIPPER LTD AGM Management






06/Sep/17 AVENUE SUPERMARTS LIMITED EQ AGM Management





07/Sep/17 JK LAKSHMI CEMENT LTD SHS AGM Management






07/Sep/17 TATA ELXSI LTD Postal Ballot Management



08/Sep/17 AGM Management






ALKEM LABORATORIES LTD MUMBAI






08/Sep/17 YES BANK LIMITED Postal Ballot Management

08/Sep/17 YES BANK LIMITED Postal Ballot Management






INDIABULLS HOUSING FINANCE LTD



















11/Sep/17 DILIP BUILDCON LIMITED Postal Ballot Management





11/Sep/17 DILIP BUILDCON LIMITED AGM Management










































12/Sep/17 GAIL (INDIA) LTD AGM Management














12/Sep/17 PUNJAB NATIONAL BANK EGM Management







RATNAMANI METALS AND TUBES LTD

















TECHNO ELECTRIC AND ENGINEERIN




13/Sep/17 HINDALCO INDUSTRIES LTD AGM Management






14/Sep/17 ASIAN PAINTS LTD CCM Management


14/Sep/17 COAL INDIA LTD AGM Management











HINDUSTAN PETROLEUM CORPORATIO



















15/Sep/17 NIIT TECHNOLOGIES LTD Postal Ballot Management

15/Sep/17 PETRONET LNG LTD AGM Management














15/Sep/17 STRIDES SHASUN LIMITED AGM Management









16/Sep/17 AGM ManagementGUJARAT STATE FERTILIZERS AND CH












GUJARAT STATE FERTILIZERS AND CH




TEXMACO RAIL AND ENGINEERING LTD









18/Sep/17 NBCC (INDIA) LIMITED AGM Management









18/Sep/17 V-MART RETAIL LTD AGM Management







18/Sep/17 WABCO INDIA LTD AGM Management






19/Sep/17 BHARTI AIRTEL LTD CCM Management

19/Sep/17 ENGINEERS INDIA LTD AGM Management








19/Sep/17 POWER GRID CORPORATION OF INDI AGM Management













19/Sep/17 ORIENTAL BANK OF COMMERCE EGM Management

20/Sep/17 BHARAT ELECTRONICS LTD AGM Management








20/Sep/17 AGM ManagementCONTAINER CORPORATION OF INDIA






20/Sep/17 MUTHOOT FINANCE LTD AGM Management



CONTAINER CORPORATION OF INDIA











20/Sep/17 NTPC LTD AGM Management














POWER FINANCE CORPORATION LTD
















ORACLE FINANCIAL SERVICES SOFTWARE LTD






21/Sep/17 ASIAN GRANITO INDIA LTD AGM Management21/Sep/17 ASIAN GRANITO INDIA LTD AGM Management

21/Sep/17 ASIAN GRANITO INDIA LTD AGM Management




21/Sep/17 BEML LTD AGM Management









21/Sep/17 HCL TECHNOLOGIES LTD AGM Management21/Sep/17 HCL TECHNOLOGIES LTD AGM Management

21/Sep/17 HCL TECHNOLOGIES LTD AGM Management









22/Sep/17 BHARAT HEAVY ELECTRICALS LTD AGM Management




RURAL ELECTRIFICATION CORPORATION

















CG POWER AND INDUSTRIAL SOLUTI






22/Sep/17 GRASIM INDUSTRIES LTD AGM Management








22/Sep/17 NIIT TECHNOLOGIES LTD AGM Management





22/Sep/17 NMDC LTD AGM Management








22/Sep/17 SAGAR CEMENTS LTD AGM Management






22/Sep/17 VARDHMAN TEXTILES LTD AGM Management22/Sep/17 VARDHMAN TEXTILES LTD AGM Management

22/Sep/17 VARDHMAN TEXTILES LTD AGM Management




22/Sep/17 JINDAL STEEL AND POWER LIMITED AGM Management






















STEEL AUTHORITY OF INDIA LIMITED










22/Sep/17 SUN TV NETWORK LIMITED AGM Management











23/Sep/17 BHARAT FORGE LTD Postal Ballot Management

23/Sep/17 BHARAT FORGE LTD Postal Ballot Management

23/Sep/17 JM FINANCIAL LTD Postal Ballot Management

23/Sep/17 NATIONAL ALUMINIUM COLTD AGM Management










23/Sep/17 OIL INDIA LTD AGM Management











25/Sep/17 AMBUJA CEMENTS LTD Postal Ballot Management

25/Sep/17 AMBUJA CEMENTS LTD Postal Ballot Management

25/Sep/17 DISH TV INDIA LTD Postal Ballot Management

25/Sep/17 DIVIS LABORATORIES LTD AGM Management

UNITED BREWERIES LTD FACE VALUE INR 1










25/Sep/17 JINDAL SAW LTD AGM Management










25/Sep/17 JM FINANCIAL LTD CCM Management

25/Sep/17 PTC INDIA FINANCIAL SERVICES L AGM Management











25/Sep/17 PTC INDIA LTD AGM Management












25/Sep/17 TI Financial Holdings Ltd AGM Management












25/Sep/17 AGM Shareholders


SECURITY AND INTELLIGENCE SERVICES











25/Sep/17 TV18 BROADCAST LIMITED AGM Management












26/Sep/17 FUTURE RETAIL LTD CCM Management

26/Sep/17 JAIN IRRIGATION SYSTEMS LTD Postal Ballot Management

26/Sep/17 MAHARASHTRA SEAMLESS LTD AGM Management










26/Sep/17 MAX FINANCIAL SERVICES LIMITED AGM Management






26/Sep/17 SADBHAV ENGINEERING LTD AGM Management


















SADBHAV INFRASTRUCTURE PROJECT


























SUN PHARMACEUTICAL INDUSTRIES










26/Sep/17 FORTIS HEALTHCARE LIMITED AGM Management
















RELIANCE COMMUNICATIONS LIMITED















26/Sep/17 RELIANCE POWER LIMITED AGM Management

RELIANCE INFRASTRUCTURE LIMITED


















27/Sep/17 AU SMALL FINANCE BANK LIMITED AGM Management






27/Sep/17 LUPIN LTD Postal Ballot Management





OIL AND NATURAL GAS CORPORATIO




















27/Sep/17 PRECISION CAMSHAFTS LIMITED AGM Management














27/Sep/17 RSWM LTD AGM Management













27/Sep/17 T D POWER SYSTEMS LTD AGM Management







27/Sep/17 TEJAS NETWORKS LIMITED AGM Management











27/Sep/17 PSP PROJECTS LIMITED AGM Management







28/Sep/17 DISH TV INDIA LTD AGM Management











DISHMAN CARBOGEN AMCIS LIMITED




28/Sep/17 GUJARAT GAS LIMITED AGM Management













28/Sep/17 GUJARAT STATE PETRONET LTD AGM Management







28/Sep/17 INDRAPRASTHA GAS LTD AGM Management












28/Sep/17 JKUMAR INFRAPROJECTS LTD AGM Management








28/Sep/17 NATCO PHARMA LTD AGM Management












28/Sep/17 STERLING TOOLS LTD AGM Management








28/Sep/17 AGM ManagementAHLUWALIA CONTRACTS INDIA LIMITED






28/Sep/17 GRANULES INDIA LTD FV INR 1 AGM Management







AHLUWALIA CONTRACTS INDIA LIMITED









28/Sep/17 JAIN IRRIGATION SYSTEMS LIMITED AGM Management









MIRZA INTERNATIONAL LIMITED FV INR 2





























28/Sep/17 POWER MECH PROJECTS LIMITED AGM Management










AMULYA LEASING AND FINANCE LTD



29/Sep/17 APL APOLLO TUBES LTD AGM Management










29/Sep/17 ERIS LIFESCIENCES LIMITED AGM Management










29/Sep/17 PNC INFRATECH LIMITED AGM Management











29/Sep/17 DLF LIMITED AGM Management















GLENMARK PHARMACEUTICALS LTD











29/Sep/17 GMR INFRASTRUCTURE LIMITED AGM Management


















29/Sep/17 INDIABULLS REAL ESTATE LIMITED AGM Management




HOUSING DEVELOPMENT AND INFRASTRUCTURE










Total no. of resolutions Break-up of Vote decisionFor Against

2067 1658 29


Proposal

FOR FOR

FOR FOR

Investee company’s Management Recommendation

Vote (For/ Against/Abstain)

To Capitalize Reserves of the Company and to Issue Bonus Shares

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

FOR FOR

To declare dividend on equity shares. FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Issue of Bonus shares FOR ABSTAIN

FOR FOR

To consider and adopt:(a) the audited financial statement of the Company for the financial year ended March 31, 2017, 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, 2017.

To appoint a Director in place of Mr. Paul Antony (DIN-02239492), who retires by rotation, and being eligible offers himself for re-appointment.

To appoint Auditors and fix their remuneration.

To ratify the payment of the remuneration to the Cost Auditor for FY18.

To re-appoint Mr. Onkar S. Kanwar (DIN-00058921) as Managing Director.

To revise the remuneration payable to Mr. Neeraj Kanwar(DIN-00058951), Vice-Chairman & Managing Director.

To authorise Private Placement of Non-Convertible Debentures.

Issue of Bonus shares by way of Capitalization of Reserves

Adoption of financial statements of the Company and the reports ofthe Directors and Auditors

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Appointment of a Director in place of Mr. M. R. Rao [DIN: 03276291],and, being eligible, offered himself for re-appointment.

Appointment of BSR & Associates LLP, Chartered Accountants, as theStatutory Auditors of the Company

Appointment of Mr. Ashish Lakhanpal [DIN: 02410201] as Director

Issue and allotment of Non-Convertible Debentures and other debtsecurities on private placement basis

Enhancement of Employee Stock Options pool

Adoption of the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended on 31st March, 2017

Approval of dividend on equity shares for the financial year ended 31st March, 2017.

Re-appointment of Mr. Jaidev Rajnikant Shroff (DIN: 00191050), Non-Executive Director, who retires by rotation.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

To declare dividend FOR FOR

FOR FOR

Re-appointment of Mrs. Sandra Rajnikant Shroff (DIN: 00189012), Non-Executive Vice Chairman, who retires by rotation.

Appointment of Messrs B S R & Co. LLP, Chartered Accountants, as Auditors and fixing their remuneration.

Ratification of remuneration of the Cost Auditors for the financial year ending March 31, 2018.

Special Resolution - Private placement of Non-Convertible Debentures.

Special Resolution - Approval of UPL Limited -Employees Stock Option Plan 2017.

Special Resolution - Grant of options to the employees of the Subsidiary Company(ies) of the Company under Employees Stock Option Plan 2017.

To Adopt Financial Statements for the year ended 31st March, 2017

To appoint Sri Achal Kumar Gupta as an Director in place of Sri Cheryan Varkey, Director, retiring by rotation.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

To Appoint Statutory Central Auditors of the Bank and fixing their remuneration.

To appoint Branch Auditors in consultation with Statutory Auditors.

To ratify the appointment of Sri Salim Gangadharan as Non- Executive Part time Chairman and approve the payment of remuneration and other terms and conditions of appointment for a period of 3 years w.e.f. 02.11.2016 to 01.11.2019

To Re-appoint Sri V. G. Mathew as Managing Director & CEO and approve the payment of remuneration and other terms and conditions of appointment for a period of 3 years w.e.f. 01.10.2017 to 30.09.2020

To pass a special resolution for exercising the borrowing powers of the Bank pursuant to Section 180(1) (c) of the Companies Act, 2013.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

To Augment the Paid-up Capital of the Bank by further issue of shares.

To Approve the borrowing / raising funds in Indian /foreign currency by issue of debt securities upto Rs.500 crore on private placement basis

To make loan(s) / give guarantee(s) / provide security(ies) in connection with loan(s) / acquire by way of subscription, purchase or otherwise, the securities of any other bodies corporate under Section 186 of the Companies Act, 2013

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

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

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

Re-appointment of Mr Subodh Kumar as a Director of the Company

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

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

Ratification of remuneration payable to Cost Auditor for FY 2016-17

Re-appointment of Mr Manish Chokhani as Independent Director for second term.

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

To receive, consider and adopt, the audited statements of profit and loss for the fi nancial year ended on 31 March 2017 and the balance sheet as at that date (standalone and consolidated) and the reports of the board of directors and auditors thereon.

To confi rm the fi rst and special interim dividends paid on equity shares for and during the year and declare fi nal dividend on equity shares for the fi nancial year 2016-17.

To appoint a Director in place of. Mr. Alain De Taeye, (DIN 03015749), who retires by rotation and offers himself for re-appointment.

To ratify the appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants, as Statutory Auditors.

FOR FOR

FOR FOR

FOR AGAINST

FOR ABSTAIN

Declaration of Dividend FOR ABSTAIN

FOR ABSTAIN

Appointment of the Statutory Auditors FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

Issue of Equity Shares, etc. FOR ABSTAIN

To not fi ll the vacancy caused by the retirement by rotation of Mr. Thomas W. Prete (DIN 06634086).

To appoint Mr. Vinai Thummalapally (DIN 07797921) as an independent director for a period of fi ve years.

To determine the fees for service of documents by a particular mode to the shareholders of the company.

Adoption of the annual audited Financial Statement and Reports thereon

Appointment of a Director in place of one retiring by rotation

Appointment of Mr. Prashant Jain as a Director

Appointment of Mr. Prashant Jain as a Whole-time Director

Appointment of Mr. Uday Chitale as an Independent Director

Appointment of Ms. Tanvi Shete as a Non-Executive Director

Ratification of the remuneration of Cost Auditor

Approval for Material Related Party Transactions with JSW International Tradecorp Pte. Limited

Approval for Material Related Party Transactions with JSW Steel Limited

Issue of Non-Convertible Debentures, etc.

FOR ABSTAIN

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Declaration of Dividend FOR FOR

FOR FOR

FOR FOR

Authority to raise funds through Bonds

To receive, consider and adopt the audited financial statements (including consolidated financial statements) of the Company for the financial year ended March 31, 2017 together with the reports of the Directors’ and Auditors’ thereon.

To confirm payment of interim dividend of ` 55/- per equity share and to declare a final dividend of ` 30/- per equity share for financial year 2016-17.

To re-appoint Mr. Vikram Sitaram Kasbekar (DIN: 00985182), Director retiring by rotation

To appoint Statutory Auditors of the Company and to fix their remuneration

Ratification of remuneration of Cost Auditors for financial year 2017-18.

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

Re-appointment of Retiring Director, Mr. Ashutosh Khajuria

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

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

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

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

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

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

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

Reappointment of Mr.K M Chandrasekhar as an Independent Director of the Bank

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

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

Reappointment of Mr.Dilip G Sadarangani as an Independent Director of the Bank

Reappointment of Mr. Harish H Engineer as an Independent Director of the Bank

Reappointment of Ms. Grace E Koshie as an Independent Director of the Bank

Reappointment of Ms. Shubhalakshmi Panse as an Independent Director of the Bank

To introduce and implement a scheme for grant of stock options - “ESOS 2017”

Approval for amendment of Article 80 of Articles of Association of the Bank

Approval for Raising of Funds through Issuance of Bonds

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

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

To receive, consider and adopt the Audited Financial Statements (standalone & consolidated) of the Company for the financial year ended March 31, 2017 along with the reports of the Directors and Auditors thereon.

To confirm the first Interim Dividend of ` 1.75 per equity share and Second Interim Dividend of ` 17.70 per equity share already paid for the financial year ended March 31, 2017.

To appoint a Director in place of Mr. Thomas Albanese (DIN: 06853915), who retires by rotation and, being eligible, offers himself for re-appointment.

To ratify the appointment of M/s S.R. Batliboi & Co., LLP, as Statutory Auditors and fix their remuneration

To consider appointment of Mr. G.R. Arun Kumar as Whole Time Director, designated as Chief Financial Officer (CFO) of the Company for the period November 22, 2016 to November 21, 2019

To consider re-appointment of Mr. Thomas Albanese as Whole Time Director designated as Chief Executive Officer (CEO) of the Company for the period from April 1, 2017 to August 31, 2017

Regularization of Mr. K. Venkataramanan (DIN: 00001647) as an Independent Director of the Company

Regularization of Mr. Aman Mehta (DIN:00009364) as an Independent Director of the Company

To consider appointment of Ms. Priya Agarwal (DIN: 05162177) as a Non-Executive Director of the Company

To ratify the remuneration of Cost Auditors for the financial year ending March 31, 2018

FOR ABSTAIN

FOR ABSTAIN

FOR FOR


FOR FOR

FOR FOR

To approve offer or invitation to subscribe the Non-Convertible Debentures or other Debt Securities upto ` 20,000 crores on a Private Placement basis

To waive the excess remuneration paid to Mr. Navin Agarwal, Whole-Time Director (DIN:00006303) of the Company for FY 2013-14

Adoption of: (a) the standalone Audited Revenue Account, Profit and Loss Account and Receipts and Payments Account of the Company for the financial year ended March 31, 2017,and the Balance Sheet as at that date, together with the Reports of the Directors and Auditors (b) the consolidated Audited Revenue Account, Profit and Loss Account and Receipts and Payments Account of the Company for the financial year ended March 31, 2017, and the Balance Sheet as at that date, together with the Reports of the Auditors.

Re-appointment of Mr. Adrian O’ Connor (DIN: 02417554), who retires by rotation.

Re-appointment of Mr. N.S Kannan (DIN: 00066009), who retires by rotation.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Appointment of M/s B S R & Co. LLP and M/s Walker Chandiok & Co LLP as joint statutory auditors of the Company

Ordinary Resolution for appointment of Mr. M. S. Ramachandran, (DIN: 00943629) as an Independent Director of the Company.

Ordinary Resolution for appointment of Mr. Dilip Karnik, (DIN: 06419513) as an Independent Director of the Company.

Approval and ratification of ICICI Prudential Life Insurance Company Limited - Employees Stock Option Scheme.

Approval to Grant of Stock Options to the Employees/Directors of Holding, and/or Subsidiary Company (ies) (Present & Future) under the Revised Scheme.

Ordinary Resolution for revision in the remuneration of Mr. Sandeep Bakhshi (DIN: 00109206) (M.D & C.E.O).

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Ordinary Resolution for revision in the remuneration of Mr. Puneet Nanda (DIN: 02578795) (Executive Director).

Ordinary Resolution for revision in the remuneration of Mr. Sandeep Batra (DIN: 03620913) (Executive Director).

Ordinary Resolution for payment of Profit linked commission to Non-Executive Directors.

(a) To receive, consider and adopt the Audited Financial Statements of the Company for the Financial Year ended 31st March, 2017 together with the Reports of the Board of Directors and Auditors thereon.(b) To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2017 together with the Report of the Auditors thereon.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

To declare Dividend including Special Dividend on Equity Shares for the Financial Year 2016-17.

To appoint a Director in place of Mr. R. Harish Bhat, who retires by rotation and being eligible offers himself for re-appointment.

Ratification of appointment of Statutory Auditors

Appointment of Dr. P. G. Chengappa as an Independent Director

Re-appointment of Mr. K. Venkataramanan as Executive Director – Finance & Chief Financial Officer.

Ratification of Cost Auditor’s Remuneration

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

Declaration of Dividend on equity shares.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

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

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

Appointment of Mr. D Surendra Kumar as an Independent Director of the Bank.

Appointment of Mr. P Jayarama Bhat as Director of the Bank.

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

Appointment of Mr. Mahabaleshwara M S as Director of the Bank.

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

Introduction of Employees Stock Option Scheme 2017 (ESOS2017).

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

To ratify the appointment of Auditors FOR FOR

To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended March 31, 2017 (both Standalone and Consolidated basis), together with the Reports of the Auditors and the Board of Directors thereon.

To declare a Dividend for the financial year ended March 31, 2017. The Board recommended a Dividend of Rs. 3.50 per Equity Share of Rs. 5/- each, fully paid-up.

To appoint a Director in place of Mr. Shaibal Sinha (DIN: 00082504), who retires by rotation and being eligible, offers himself for re-appointment.

To appoint the Auditors and fix their remuneration.

To adopt Audited Financial Statements and Audited Consolidated Financial Statements together with Reports thereon for the Financial Year 2016-17

To confi rm payment of fi rst interim dividend, second interim dividend, third interim dividend, and to approve fi nal dividend, for the Financial Year 2016-17

To approve the reappointment of Mr. Subroto Bagchi (DIN 00145678), as a Director liable to retire by rotation

FOR FOR

FOR FOR

FOR FOR

Declaration of Dividend. FOR FOR

FOR FOR

FOR FOR

Reappointment of Mr. Krishnakumar Natarajan (DIN 00147772) as Executive Chairman

To approve change in the place of maintenance of Register of Members, etc.

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

Re-appointment of Mr. D. D. Rathi, Director retiring by rotation.

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

FOR FOR

FOR FOR

FOR FOR

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

Appointment of Statutory Auditors. FOR ABSTAIN

Appointment of Branch Auditors. FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

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

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

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

Adoption of audited financial statements of the bank for the year ended 31st March 2017 and the Report of the Directors' and the Auditors' thereon.

Declaration of Dividend on equity shares.

Appointment of Director in place of Shri N. Malayalaramamirtham who retires by rotation and being eligible, offers himself for re-appointment.

Appointment of Shri N.S. Venkatesh as Executive Director of the Bank.

Appointment of Shri B.K.Manjunath as Non-Executive Chairman of the Bank.

Appointment of Smt. Anuradha Pradeep as Director of the Bank, liable to retire by rotation.

Appointment of Shri Y. N. Lakshminarayana Murthy as an Independent Director of the Bank.

Appointment of Shri Kusuma R Muniraju as an Independent Director of the Bank.

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

ESOP 2017 scheme approval FOR ABSTAIN

FOR FOR

Declaration of dividend FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Appointment of Shri Hemant Kaul as an Independent Director of the Bank.

Raising of capital through QIP, GDR, ADR etc.

Approval for borrowing / raising funds in Indian / foreign currency by issue of debt securities upto $ 250.00 crores to eligible investors on private placement basis.

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

Re-appointment of Madhur Bajaj, director, who retires by rotation

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

Issue of non-convertible debentures through private placement

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

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

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Declaration of dividend of H 1.75 per equity share (35%) of face value of H 5 each, for theyear ended 31 March 2017

Re-appointment of Rahul Bajaj, who retires by rotation

Appointment of S R B C & CO LLP, Chartered Accountants, (firm registration no. 324982E/E300003) as Statutory Auditors of the Company and to fix their remuneration for the financial year 2017-18

Approval of remuneration to Cost Auditor for the year 2017-18

Approval for re-appointment of Sanjiv Bajaj as the Managing Director of the Company for a fresh term of 5 years w.e.f. 1 April 2017 and to fix his remuneration

Approval of commission to non-executive directors for a period of five years from 1 April 2017

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

Declaration of Dividend for the Financial Year 2016-17 on Equity Shares of the Company.

Re-appointment of Mr. Rajeev Gupta as a Director, who retires by Rotation.

FOR FOR

FOR ABSTAIN

FOR ABSTAIN

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

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

Appointment of Mr. Akshit Diviaj Gupta as Director of the Company.

Appointment of Mr. Akshit Diviaj Gupta as a Whole Time Director of the Company.

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

To receive, consider and adopt Audited Financial Statements of the Company (including consolidated financial statements) for the year ended 31st March, 2017 together with the Reports of the Directors and Auditors thereon.

To confirm the payment of Interim Dividend of Rs. 2 per equity share already paid during the year as Final Dividend for the financial year ended March 31, 2017.

Re-appointment of Mr. Abidali Z Neemuchwala (DIN 02478060), Director, who retires by rotation and offers himself for re-appointment.

Appointment of Deloitte Haskins & Sells LLP. Chartered Accountants (Registration Number 117366W/W-100018 with the Institute of Chartered Accountants of India), as Statutory Auditors of the Company.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Re-appointment of Mr. Azim H Premji, (DIN 00234280), as Executive Chairman and Managing Director of the Company.

Re-appointment of Mr. William Aurthur Owens (DIN 00422976) as Independent Director of the Company

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

Declaration of dividend of H 55 per equity share, for the year ended 31 March 2017

Re-appointment of Madhur Bajaj, who retires by rotation

Re-appointment of Shekhar Bajaj, who retires by rotation

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

Appointment of Dr. Naushad Forbes as an Independent Director

Appointment of Dr. Omkar Goswami as an Independent Director

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Adoption of the financial statements for the year ended 31st March 2017 and the Reports of the Directors and the Auditors thereon.

Declaration of dividend on equity shares for the year ended 31st March 2017.

Reappointment of Mr. Mark Newman (DIN:03518417), who retires by rotation.

Reappointment of S.R. Batliboi & Co., LLP as auditors of the Bank and fixing their remuneration.

Reappointment of Prof S. Mahendra Dev (DIN:06519869) as an Independent Director of the Bank to hold office up to 14th March 2021.

Appointment of Mr. Uday Chander Khanna (DIN:00079129) as an Independent Director of the Bank to hold office up to 15th September 2021.

Reappointment of Mr. Uday S. Kotak (DIN:00007467) as Executive Vice Chairman and Managing Director for the period from 1st January 2018 to 31st December 2020.

Reappointment of Mr. Dipak Gupta (DIN:00004771) as Whole-time Director of the Bank designated as Joint Managing Director for the period from 1st January 2018 to 31st December 2020.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Approval to borrow in excess of the paid up capital and free reserves but not exceeding `60,000 crore.

Approval to issue unsecured, redeemable non-convertible debentures/bonds for an amount up to `5,000 crore.

To receive, consider and adopt:a. Audited Financial Statements, Reports of the Board of Directors and Auditors thereon, andb. Audited Consolidated Financial Statements

To confirm the payment of the Interim Dividend of ` 6 per share and to declare a Final Dividend of ` 3 per share for the financial year 2016-17

To appoint a director in place of Dr. Anand Deshpande, Chairman and Managing Director, who retires by rotation and has confirmed his eligibility and willingness to accept office, if re-appointed.

To ratify the appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/W-100018) as the Statutory Auditors of the Company to hold office upto the conclusion of the 29th Annual General Meeting to be held in the calendar year 2019

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

To note and approve the change in designation of Mr. Thomas (Tom) Kendra (DIN: 07406678) from 'Independent Director' to 'Non-Executive Non-Independent Director' of the Company

To consider and approve amendment to the Memorandum of Association of the Company

To approve grant of employee stock options to the employees of subsidiary companies of the Company under Persistent Systems Limited – Employee Stock Option Plan 2017

To approve grant of employee stock options to the employees of subsidiary companies of the Company under Persistent Systems Limited – Employee Stock Option Plan 2017

To approve acquisition of shares from secondary market through Trust route for the implementation of Persistent Systems Limited – Employee Stock Option Plan 2017

To make a provision of money by the Company for purchase of its own shares by the Trust for the benefit of employees under Persistent Systems Limited – Employee Stock Option Plan 2017

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Adoption of the Standalone Audited Financial Statements and Consolidated Financial Statements for the year ended 31st March, 2017 together with the reports of the Board of Directors and Auditors thereon.

Reappointment of Ms. Namita Gautam as a Director retiring by rotation.

Ratification of the appointment of M/s. S. P. Chopra & Co., Chartered Accountants as Statutory Auditors of the Company and to fix their remuneration.

Ratification of remuneration payable to the Cost Auditor for the in financialyear ending 31st March, 2018.

Appointment of Mr. Vijay Kumar Chopra as an Independent Director of theCompany.

Appointment of Mr. Som Mittal as an Independent Director of the Company

Appointment of Mr. Ravindra Dhariwal as an Independent Director of theCompany

Appointment of Mr. Anil Tandon as an Independent Director of theCompany

Reappointment of Mr. Rahul Gautam as Managing Director of the Company.

FOR FOR

FOR FOR

FOR FOR

Commission to Independent Director FOR FOR

FOR FOR

FOR FOR

FOR FOR

Reappointment of Ms. Namita Gautam as Whole-time Director of the Company.

Reappointment of Mr. Rakesh Chahar as Whole-time Director of the Company.

Reappointment of Mr. Tushaar Gautam as Whole-time Director of the Company.

To receive, consider and adopt:a) the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2017, together with the Reports of the Board of Directors and the Auditors thereon; and b) the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2017 together with the Report of Auditors thereon.

To declare a dividend for the year ended March 31, 2017.

To appoint a Director in the place of Mr. Dheeraj G Hinduja who retires by rotation and being eligible, offers himself for re-appointment.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

To appoint Messers Price Waterhouse & Co Chartered Accountants LLP as the Statutory Auditors, to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting.

Appointment of Mr. Jose Maria Alapont as an Independent Director.

Ratification of Cost Auditors’ Remuneration for the financial year 2016-17.

Adoption of new Articles of Association of the Company in conformity with the Companies Act, 2013.

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

Declaration of dividend on equity shares

Re-appointment of Smt. Nita M. Ambani

Re-appointment of Shri Hital R. Meswani

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Appointment of Auditors and fixing their remuneration

Re-appointment of Shri Pawan Kumar Kapil as a Whole-time Director

Re-appointment of Shri Nikhil R. Meswani as a Whole-time Director

Re-appointment of Shri Yogendra P. Trivedi as an Independent Director

Re-appointment of Prof. Ashok Misra as an Independent Director

Re-appointment of Shri Mansingh L. Bhakta as an Independent Director

Re-appointment of Prof. Dipak C. Jain as an Independent Director

Re-appointment of Dr. Raghunath A. Mashelkar as an Independent Director

FOR FOR

Alteration of Articles of Association FOR FOR

FOR FOR

FOR FOR

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

Appointment of Dr. Shumeet Banerji as an Independent Director

Ratification of the remuneration of the Cost Auditors for the financial year ending March 31

Approval of offer or invitation to subscribe to Redeemable Non-Convertible Debentures on private placement

To discuss, approve and adopt the Audited Balance Sheet of the Bank as at 31st March, 2017, Profit & Loss Account for the year ended on that date, the Report of the Board of Directors on the working and activities of the Bank for the period covered by the Accounts and the Auditors’ Report on the Balance Sheet and Accounts.

To receive, consider and adopt the Audited Financial Statements (Standalone and Consolidated) of the Company for the financial year ended March 31, 2017 and the Reports of the Board of Directors and Statutory Auditors thereon.

To confirm the payment of interim dividend and to declare the final dividend on equity shares for the financial year ended March 31, 2017

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

To appoint a Director in place of Mr. Kapil Wadhawan (DIN-00028528) who retires by rotation at this Annual General Meeting and being eligible, offers himself for re-appointment.

To ratify the appointment of M/s. Chaturvedi & Shah, Chartered Accountants, (Firm Registration No: 101720W) as the Statutory Auditors of the Company.

Increase in borrowing powers of the Board of Directors of the Company.

Authority to create charge and/or mortgages on the assets of the Company.

Issuance of Non- Convertible Debentures on Private Placement Basis.

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

To confirm interim dividend and declaration of final dividend on equity shares

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

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

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

Appointment of Tao Yih Arthur Lang (DIN: 07798156) as a Director, liable to retire by rotation

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

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

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

Declaration of Dividend for the financial year ended March 31, 2017.

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

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

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

To receive, consider and adopt Audited Annual Financial Statements for the year ended 31st March, 2017 together with the Reports of the Directors and Auditors thereon.

To declare dividend on Equity Shares for the financial year ended on 31st March, 2017.

To appoint a Director in place of Shri Y. Ramulu (DIN No.: 07234450), who retires by rotation and, being eligible, offers himself for reappointment.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

To ratify the appointment of M/s. CNK & ASSOCIATES LLP, Chartered Accountants, Mumbai, (Firm Registration No. 101961W) as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting up to the conclusion of 28th Annual General Meeting of the Company.

Reappointment of Shri B. Chakrabarti (DIN No. 00017513), Independent Director.

Reappointment of Shri M. K. Garg (DIN No. 00081454), Independent Director.

Reappointment of Shri A. V. Muralidharan (DIN No.: 00015725), Independent Director.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Appointment of Shri S. Gopakumar, Managing Director & CEO (DIN No.: 07542356).

Increase in the Borrowing Powers of the Company from ` 10,000 crores to ` 12,500 crores.

Creation of Charge on Movable and Immovable Properties.

Private Placement of Redeemable Non-Convertible Debentures (NCDs)/Bonds for ` 800 crores only.

Related Party Transactions upto an aggregate limit of ` 1,000 crores only.

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

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Declaration of dividend on equity shares.

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

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

Re-appointmen of Statutory Auditors and fixing of the remuneration

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

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

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Raising of additional capital FOR FOR

FOR FOR

Re-appointment of Mr. Kaizad Bharucha (DIN 02490648) as Executive Director of the Bank

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

Approval of related party transactions with HDFC Limited pursuant to applicable provisions.

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

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

Declare final dividend. FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

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

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

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

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

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

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

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

To receive, consider and adopt the Audited Financial Statements (including Audited Consolidated Financial Statements) of the Company for the Financial Year ended 31st March, 2017 and the Reports of the Board of Directors and Auditors thereon.

Declaration of Dividend on Equity Shares.

Re-appointment of Mr. Ramesh Iyer (DIN: 00220759) as a Director, who retires by rotationand, being eligible, offers himself for re-appointment.

FOR FOR

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

Appointment of Messrs. B S R & Co. LLP, Chartered Accountants, (ICAI Firm RegistrationNumber 101248W/W-100022), as the Statutory Auditors of the Company, in place of Messrs.B. K. Khare & Co., Chartered Accountants, (ICAI Firm Registration Number 105102W), theretiring Auditors of the Company and approve their remuneration.

To receive, consider and adopt the standalone and consolidated financial statements of the Company for the financial year ended March 31, 2017 and the report of the Board of Directors and of the Auditors thereon


Re-appointment of Sheikh Faisal Thani Al-Thani as a Director liable to retire by rotation

Appointment of Deloitte Haskins & Sells LLP, Chartered Accountants, as the Statutory Auditors of the Company and to fix its remuneration

Re-appointment of Mr. Manish Kejriwal as an Independent Director

Re-appointment of Mr. Gopal Vittal as the Managing Director of the Company

Ratification of remuneration to be paid to R.J. Goel & Co., Cost Accountants, Cost Auditors of the Company for the financial year 2017-18

Amendment in the Employee Stock Option Scheme 2005 of the Company

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

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

To declare a final Dividend of Rs. 2/- per Equity Share for the Financial Year 2016-17.

To appoint a Director in place of Mr. Ajay Bijli (DIN 00531142) who retires by rotation and being eligible offers himself for re-appointment.

To appoint M/s B S R & Co., LLP, as Statutory Auditors for a period of five years and to authorize the Chairman cum Managing Director to fix their remuneration.

To appoint Mr. Vishal Mahadevia (DIN 01035771) as Non-Executive Non-Independent Director on the Board of the Company.

To make offer(s) for subscription of Non-Convertible Debentures for an amount upto Rs. 500 Crores on private placement basis.

To approve PVR Employee Stock Option Plan 2017 of the Company for issue of 3,00,000 equity shares.

To adopt new set of Articles of Association of the Company.

Resolution approving Scheme of Arrangement pursuant to Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 between Reliance Capital Limited and Reliance Home Finance Limited and their respective Shareholders and Creditors.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

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

Declaration of dividend on the Equity Shares of the Bank.

Appointment of a Director in place of Smt. Usha Sangwan (DIN 02609263), who retires by rotation and being eligible, has offered herself for re-appointment

Appointment of a Director in place of Shri B. Babu Rao (DIN 00425793), who retires by rotation and being eligible, has offered himself for re-appointment.

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

Revision in the remuneration payable to Dr. Sanjiv Misra (DIN 03075797), as the Non-Executive (Part-Time) Chairman of the Bank, w.e.f. 18th July 2017.

FOR AGAINST

FOR AGAINST

FOR AGAINST

FOR AGAINST

FOR FOR

FOR FOR

FOR FOR

Revision in the remuneration payable to Smt. Shikha Sharma (DIN 00043265), as the Managing Director & CEO of the Bank , w.e.f. 1st June 2017.

Revision in the remuneration payable to Shri V. Srinivasan (DIN 00033882), as the Deputy Managing Director of the Bank, w.e.f. 1st June 2017.

Revision in the remuneration payable to Shri Rajiv Anand (DIN 02541753), as the Executive Director (Retail Banking) of the Bank, w.e.f. 1st June 2017.

Revision in the remuneration payable to Shri Rajesh Dahiya (DIN 07508488), as the Executive Director (Corporate Centre) of the Bank, w.e.f. 1st June 2017.

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

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

Declaration of final dividend on equity shares of the Corporation.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

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

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

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

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

Approval of related party transactions with HDFC Bank Limited.

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

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

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

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

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

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

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

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

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

Issue of Long-Term Bonds / Non-Convertible Debentures on Private Placement Basis.

Adoption of Audited Financial Statements (including the Consolidated Financial Statements) and Reports of Directors and Auditors thereon.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Declaration of Dividend for the financial year 2016-17.

Re-appointment of Mr. H. V. Goenka (DIN: 00026726) as Director of the Company.

Appointment of Price Waterhouse Chartered Accountants LLP as Statutory Auditors of the Company.

Authority for appointment of Branch Auditors.

Ratification of remuneration payable to Cost Auditors.

Adoption of Articles of Association as per the provisions of the Companies Act, 2013.

a) Adoption of Audited Financial Statements of the Company for the year ended March 31, 2017, Report of Board of Directors and Auditors thereon.b) Adoption of Audited Consolidated Financial Statements of the Company for the year ended March 31, 2017, together with Report of Auditors thereon.

Declaration of Dividend on Equity shares for the Financial year ended March 31, 2017.

Re-appointment of Mr. Thomas Kipp (DIN: 06921955) as a Director, liable to retire by rotation.

FOR FOR

FOR FOR

FOR FOR

To declare dividend on equity shares FOR FOR

FOR FOR

FOR FOR

FOR FOR

Appointment of M/s. S. R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration Number 101049W/E 300004) as Statutory Auditors of the Company and fixing their remuneration.

Approval for revision in the remuneration terms of Mr. Anil Khanna, Managing Director.

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

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

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

Revision in the remuneration of Mr. Shantanu Khosla, Managing Director of the Company.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Appointment of Ms. Shweta Jalan as a Director of the Company.

Appointment of Mr. Sahil Dalal as a Director of the Company.

Appointment of Mr. Ravi Narain as a Director of the Company.

Appointment of Mr. Promeet Ghosh as a Director of the Company.

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

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

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

Adoption of audited financial statements (including audited consolidated financial statements) for the financial year ended 31st March, 2017 and the Reports of the Directors and the Auditors thereon.

FOR FOR

FOR FOR

FOR FOR

Appointment of Auditors. FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Confirmation of Interim dividend and declaration of final dividend for the financial year ended 31st March, 2017.

Re-appoinment of Mr. Subir Chakraborty (DIN: 00130864) who retires by rotation and, being eligible, offers himself for re-appoinment.

Re-appoinment of Mr. R.B. Raheja (DIN: 00037480) who retires by rotation and, being eligible, offers himself for re-appoinment.

Ratification of remuneration payable to Cost Auditors for financial year 2017-18.

Adoption of Audited Financial Statements of the Company for the Financial Year ended 31st March, 2017 and Report of Board of Directors and Auditors thereon.

Declaration of Dividend for the Financial Year ended 31st March, 2017.

Re-appointment of Mr Vikram S Kirloskar (DIN 00007907), Director who retires by rotation.

Ratify appointment of M/s P G Bhagwat, Chartered Accountants as Statutory Auditors.

Ratification of remuneration of M/s Sudhir Govind Jog, Cost Accountant as Cost Auditor.

Appointment of Mr Krishnamurthi Venkataramanan (DIN 0001647) as Independent Director.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Adoption of financial statements for the year ended 31st March, 2017 together with Directors’ Report and Auditors’ Report

Declaration of dividend for the financial year 2016-17

Appointment of M/s. BSR & Co., LL.P, Chartered Accountants as Statutory Auditors of the Company

Appointment of Dr. G.Katragadda as a Director of the Company, liable to retire by rotation

Appointment of Mr. Sudhakar Rao as a Director of the Company

Re-Appointment of Mr. Madhukar Dev as Managing Director & CEO of the Company

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

Declaration of dividend on equity shares.

Re-appointment of S Varadarajan, who retires by rotation.

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

Re-appointment of B D Narang (DIN: 00826573) as an Independent Director

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Re-appointment of Sumit Chandwani (DIN: 00179100) as an Independent Director

Re-appointment of Revathi Kasturi (DIN: 01837477) as an Independent Director

Increase in the borrowing limits of the Company

Increase in limits for Creation of Charges on the assets of the Company

Raising of funds through QIP/Private Placement/ Preferential Allotment

Special Resolution to increase Authorised Share Capital of the Company from Rs. 1100,00,00,000/- (Rupees One Thousand One Hundred Crores Only) divided into 110,00,00,000 (One Hundred and Ten Crores) Equity Shares of Rs. 10/- each to Rs. 1500,00,00,000/- (Rupees One Thousand Five Hundred Crores Only) divided into 150,00,00,000 (One Hundred and Fifty Crores) Equity Shares of Rs. 10/- each and the consequent alteration in Clause V of the Memorandum of Association of the Company.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Adoption of the Financial Statements and Reports thereon and the Consolidated Financial Statements for the financial year ended on March 31, 2017

Declaration of the dividend on Equity shares

Reappointment of Mr R A Shah as a Director

Reappointment of Mr T R Gopi Kannan as a Director

Appointment of Deloitte Haskins & Sells LLP, Chartered Accountants as the Statutory Auditors and fix their remuneration

Reappointment of Mr S A Lalbhai as Managing Director

Approval of reclassification of promoters and promoter Group

Ratification of remuneration of R Nanabhoy & Co for Cost Audit

Adoption of Financial Statements for the year ended March 31, 2017.

Approval of dividend for the year ended March 31, 2017.

Re-appointment of Prof. Ravi Mazumdar, who retires by rotation and being eligible, seeks re-appointment.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

To confirm Interim Dividend FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Ratification of appointment of M/s. B S R & Co. LLP, Chartered Accountants as Auditors of the Company to hold office until the conclusion of the Fortieth Annual General Meeting of the Company.

Re-appointment of Mr. Russell Walls as Independent Director for a term of five years upto the conclusion of 44th AGM.

Re-appointment of Ms. Mary Harney as Independent Director for a term of five years upto the conclusion of 44th AGM.

Re-appointment of Mr. Daniel Bradbury as Independent Director for a term of five years upto the conclusion of 44th AGM.

Approve the remuneration of M/s Rao Murthy & Associates, Cost Auditors for FY 2017-18.

Adoption of financial statements and reports of Board of Directors and Auditors for the year ended 31st March, 2017

Re-appointment of Mr. A. Basu as a Director of the Company

Appointment of Messrs. S. R. Batliboi & Co. LLP as the Statutory Auditors

Approval to Mortgage / charge / encumber properties of the Company under Section 180 (1) (a) of the Companies Act, 2013

Ratification of remuneration of Messrs. Shome & Banerjee, Cost Auditors of the Company

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Adoption of Audited Standalone Financial Statements for the fi nancial year ended March 31, 2017, together with the Auditor's report thereon and Reports of the Board of Directors .

Adoption of Audited Consolidated Financial Statements for the fi nancial year ended March 31, 2017, together with the Report of the Auditors thereon.

Declaration of Dividend for the year ended March 31, 2017.

Appointment of Mr. V Ravichandran, as a Director

Ratifi cation of appointment of M/s. Deloitte Haskins & Sells as Statutory Auditors

Appointment of Mrs. Nirupama Rao as an Independent Director

Ratifi cation of payment of Remuneration to Cost Auditors for the year 2017-18

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

To declare dividend on the equity shares for the fi nancial year 2016-17.

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

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

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

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

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

To consider and adopt the Financial Statements of the Company for the financial year ended 31st March, 2017, the Consolidated Financial Statements for the said financial year and the Reports of the Board of Directors and the Auditors.

To declare dividend for the financial year ended 31st March, 2017.

To appoint a Director in place of Mr. Suryakant Balkrishna Mainak (DIN: 02531129) who retires by rotation and, being eligible, offers himself for re-election.

To appointment of Messrs. Deloitte Haskins & Sells, Chartered Accountants (Registration No. 302009E), as the Auditors of the Company

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

To appoint Mr. Zafir Alam (DIN: 07641534) as a Director of the Company.

To appoint Mr. David Robert Simpson (DIN: 07717430) as a Director of the Company.

To appoint Mr. Ashok Malik (DIN: 07075819) as a Director of the Company.

To appoint Mr. Yogesh Chander Deveshwar (DIN: 00044171) as a Chairman of the Company.

To appoint Mr. Sanjiv Puri (DIN: 00280529), Chief Executive Officer of the Company.

To appoint Mr. P. Raju Iyer, Cost Accountant by the Board of Directors of the Company as the Cost Auditor.

To appoint Messrs. Shome & Banerjee, Cost Accountants by the Board of Directors of the Company as the Cost Auditors.

Adoption of Audited financial statements of the Company for thefinancial year ended 31st March, 2017, the reports of the Board ofDirectors' and Auditors thereon.

Confirmation of payment of Interim Dividend and One-timeSpecial Dividend on equity shares.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

To declare Final Dividend on equity shares.

Re-appointment of Shri Ramakant Sharma, Director of theCompany, retires by rotation.

Appointment of M/s. Gupta & Dua, Chartered Accountants asStatutory Auditors of the Company.

Approval of the remuneration of the M/s. K.G. Goyal and Associates,Cost Accountants as Cost Auditors of the Company for the financialyear ending on 31st March, 2018.

Approval of re-appointment of Shri Prashant Bangur as JointManaging Director of the Company for a period of five years w.e.f1st April, 2017.

Authorization to Board of Directors for issue of Secured Nonconvertible Debentures (NCDs) through Private Placement pursuant to Section 42 & 71 of the Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014.

To consider and adopt the audited standalone and consolidated financial statements of the Company for the financial year ended March 31, 2017, together with the reports of the Directors and the Auditors thereon.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

To confirm the payment of interim dividends aggregating to Rs. 18/- (Rupees Eighteen only) per equity share and to declare final dividend of Rs. 10/- (Rupees Ten Only) per equity share for the financial year ended March 31, 2017.

To appoint a director in place of Mr. Rajesh Mokashi (DIN 02781355), who retires by rotation and being eligible, offers himself for reappointment.

To ratify appointment of M/s. Khimji Kunverji & Co., Chartered Accountant as Auditors of the Company for the financial year 2017-18.

Appointment of Ms. Sadhana Dhamane (DIN 01062315) as a Non-Executive Director of the Company liable to retire by rotation.

Appointment of Mr. S. B. Mainak (DIN 02531129) as an Independent Director of the Company for a period of three years.

Appointment of Mr. Milind Sarwate (DIN 00109854) as an Independent Director of the Company

To consider and adopt:(a) the audited financial statements of the Company for the financial year ended 31 March, 2017, 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 31 March, 2017.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

To declare a final dividend and to note the payment of interim dividends on Equity Shares for the financial year 2016-17.

To appoint a Director in place of Mr. Ajit S. Shriram (DIN 00027918), who retires by rotation and being eligible, offers himself for re-appointment.

To appoint a Director in place of Dr. N.J. Singh (DIN 01893202), who retires by rotation and being eligible, offers himself for re-appointment.

Appointment of Statutory Auditors and fixing their remuneration

Ratification of Remuneration to Cost Auditors for the F.Y. 2017-18

Appointment of Justice (Retd.) Vikramajit Sen as Director

Appointment of Mr. Pravesh Sharma as Director

Consent to maintain the statutory registers at any place within the NCT of Delhi, being the city where the Registered Office of the Company is situated

Adoption of audited nancial statement including audited consolidated nancial statement of the Company for the nancial year ended March 31, 2017 together with the reports of the Board of Directors and Auditors thereon.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Con rmation of Interim Dividends declared during the nancial year endedMarch 31, 2017.

Re-appointment of Mr. Harsh Mariwala (DIN: 00210342) as a Director.

Appointment of B S R & Co. LLP, Chartered Accountants as the Auditor of the Company in place of the retiring Auditor, M/s. Price Waterhouse, Chartered Accountants, to hold o ce for a term of consecutive ve years from the conclusion of the 29th Annual General Meeting till the conclusion of the 34th Annual General Meeting of the Company.

Rati cation of the remuneration payable to M/s. Ashwin Solanki & Associates, Cost Accountants, Cost Auditor of the Company for the nancial year ending March 31, 2018.

To appoint Mr. Rishabh Mariwala (DIN: 03072284) as a Non-Executive Directorof the Company.

To appoint Mr. Ananth Narayanan (DIN: 07527676) as an Independent Director of the Company.

Adoption of the Standalone and Consolidated Audited Accounts for the year ended 31.03.2017

To consider and declare dividend on the Equity Shares for the financial year ended March 31, 2017

Re-appointment of Mr. Rakesh Sarna as a Director liable to retire by rotation

Re-appointment of Mr. Krishna R Bhupal as a Director liable to retire by rotation

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Appointment of M/s.Bhaskara Rao & Co., Chartered Accountants as Statutory Auditors of theCompany and authorize the Board to fix their remuneration

Approval of the excess remuneration paid to Managing Director for the year 2016-17 as a Special Resolution

Approval of the excess remuneration paid to Executive Director for the year 2016-17 as a Special Resolution

To receive, consider and adopt the Audited Financial Statement of the Company for the financial year ended March 31, 2017 & the report of Board of Directors and Auditors thereon

To declare Final Dividend on Equity Shares @40% (Re. 0.80 per equity share of Rs. 2/- each)

To appoint a Director in place of Mr. Vineet Agarwal, who retires by rotation and being eligible, offers himself for re-appointment.

Ratification of appointment of M/s R.S. Agarwala & Co., the Statutory Auditors of the Company.

Appointment of Mrs. Taruna Singhi as Non-Executive Independent Director of the Company.

FOR FOR

FOR FOR

Adoption of Financial Statements FOR FORFOR FOR


FOR FOR

Appointment of Auditors FOR FOR

Adoption of the Financial Statements FOR FOR


Director retiring by rotation FOR FOR

Appointment of Statutory Auditors FOR FOR

FOR FOR

FOR FOR

Approval of Material Related Party Transactions

Approval of remuneration of Managing Director in excess of 5% of the net profit

Adoption of Consolidated Financial Statements

Appointment of Mr. Ulhas N. Yargop as a Director liable to retire by rotation

Appointment of Shri Pankaj Joshi, IAS as Director of the Company

Ratification of Remuneration of Cost Auditors

FOR FOR

To declare a Dividend. FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

To receive consider and adopt:a. the Audited Financial Statement of the Company for the Financial Yearended on 31st March 2017, together with the Directors’ and Auditor’s Reportthereon; andb. the Audited Consolidated Financial Statement of the Company for theFinancial Year ended on 31st March 2017, together with the Auditor’s Reportthereon.

To appoint a Director in place of Mr. Arjun Oberoi (DIN00052106), who retires byrotation and being eligible, offer himself for re-appointment.

To appoint Auditors and to fix their remuneration.

Adoption of Annual Accounts for the year ended 31st March 2017

Confirm Interim dividends paid for the financial year ended 31st March 2017

Appointment of M/s. S. R. Batliboi & Co., Firm Registration No. 301003E / E300005, Chartered Accountants, as Auditors to hold office until the conclusion of AGM in the year 2022 and fix their remuneration

Re-appointment of Mrs. Mamta Gupta (DIN:00160916), as Director.

FOR AGAINST

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Appointment of Mr. Ishaan Gupta as Joint Managing Director for a period of five years from 8 February 2017.

Re-appointment of Mr. Prem Kishan Dass Gupta as Managing Director for a period of five years from 20 July 2017.

Payment of commission to Non-Executive Directors

Adoption of Audited Financial Statment for the financial year ended March 31, 2017, and the Reports of the Board of Directors and Auditors' Report thereon.

Approval for payment of Dividend of ` 6.61/- per equity share.

Appointment of Mrs. Eva Maria Rosa Schork ( DIN: 07159550) who retires by rotation and being eligible, seeks re-appointment

FOR FOR

FOR FOR

FOR FOR

Approval for ESOP 2017 FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Appointment of M/s. B S R & Co. LLP, as Auditors of the Company for 5 years from financial year 2017-18 to 2021-22

Re-Appointment of Mr.Hemant M Nerurkar (DIN: 00265887) as an Independent Director

Re-Appointment of Mr S Radhakrishnan (DIN: 01246033) as an Independent Director

Approval for Granting of ESOP 2017 to the Employees of the Holding Company

Approval for amendment of Articles of Association of the Company

Adoption of the Standalone audited financial statements including Balance Sheet as at March 31, 2017, Statement of Profit and Loss and Cash Flow Statement for the year ended on that date and reports of the Board of Directors and Auditors thereon.

Adoption of the Consolidated audited financial statements including Balance Sheet as at March 31, 2017, Statement of Profit and Loss and Cash Flow Statement for the year ended on that date and report of the Auditors thereon.

Declaration of dividend at ` 7.50 per equity share for the year ended March 31, 2017.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Re-appointment of Dr. Kamal K. Sharma, as a director, who retires by rotation and being eligible, offers himself, for re-appointment.

Ratifying the appointment of B S R & Co. LLP, Chartered Accountants, Statutory Auditors of the Company, to hold office from the conclusion of Thirty-Fifth Annual General Meeting till the conclusion of the Thirty-Sixth Annual General Meeting and to fix their remuneration.

Ratifying the remuneration payable to Mr. S. D. Shenoy, Cost Auditor, for conducting cost audit for the year March 31, 2018.

Increasing the limit for granting loans and/or providing guarantees/securities and/or making investments.

a. To consider and adopt the Audited Standalone Financial Statements of the Company for the financial year ended 31 March 2017 and the Reports of the Board of Directors and Auditors thereon. b. To consider and adopt the Audited Consolidated Financial Statements of the Company for the financial year ended 31March 2017 and the Report of Auditors thereon.

To declare Dividend on Equity and Preference Shares for the financial year ended 31 March 2017.

To appoint a Director in place of Mr. Sanjay Chamria (holding DIN: 00009894) who retires by rotation and being eligible, offers himself for re-appointment.

FOR FOR

FOR AGAINST

FOR FOR

FOR FOR

FOR FOR

To ratify appointment of M/s. B S R & Co. LLP, Chartered Accountants having Registration No. 101248W/W-100022 of Bangalore, as Statutory Auditors of the Company from the conclusion of the 36th AGM (2016-17) till the conclusion of the 37th AGM (2017-18) of the Company and to authorize the Board of Directors to fix their remuneration on yearly basis.

To determine the fees to be charged from the shareholders of the company for service of document through specified mode.

To approve of the Scheme of Merger of Wholly Owned Subsidiary Company i.e. Magma Advisory Services Limited with the Company.

To receive, consider and adopt Audited Financial Statements of the Company for the financial year ended March 31, 2017 including audited Balance Sheet as at March 31, 2017 and the Statement of Profit and Loss for the year ended on that date and the Reports of the Board of Directors’ and Auditors’ thereon.

To ratify PNB Housing Finance Ltd-ESOP Scheme 2016

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Addition of Article 119A in the Articles of Association of the Company

To declare dividend on Equity Shares at the rate ` 6/- for the financial year 2016-17.

To appoint Mr. Sunil Kaul as non-executive director, who retires by rotation and, being eligible, offers himself for re-appointment.

To appoint the Statutory Auditors and to authorise the Board of Directors of the Company to fix their remuneration

To appoint Mr. Sunil Mehta as an non-executive director of the Company liable to retire by rotation

To appoint Mr. Ashwani Kumar Gupta as an Independent Director of the Company for a five years term

To appoint Mrs. Shubhalakshmi Panse as an Independent Director of the Company for a five years term

To borrow money not exceeding Rupees 80,000 crore at any point of time and to issue non-convertible debentures of face value aggregating up to ` 35,000 crores

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

To operationalise Article 86 (b) of Article of Associations of the Company

Adoption of Annual Accounts for the year ended March 31, 2017

Re-appointment of Ms.Mamta Gupta, who retires by rotation.

Re-appointment of Mr.Tomoyuki Masuda, who retires by rotation.

Appointment of M/s. S R Batliboi and Co, LLP, Firm Registration No. 301003E/E300005, Chartered Accountants, as Auditors and fi x their remuneration

Appointment of Mr. Sunil Prabhakaran Nair as Director

Appointment of Mr.Sunil Prabhakaran Nair as Whole time Director and payment of Remuneration.

FOR FOR

FOR ABSTAIN

FOR FOR

FOR FOR

FOR FOR

FOR AGAINST

FOR AGAINST

Adoption of Financial Statements (Standalone & Consolidated) for the Financial Year ended 31st March, 2017 together with the Report of Directors and Auditors thereon.

To appoint a Director in place of Mr. M P Sarawagi, who retires by rotation and, being eligible, offers himself for re-appointment.

To appoint a Director in place of Mr. Chander Agarwal, Director who retires by rotation and, being eligible, offers himself for reappointment.

To consider and appoint M/s Brahmayya & Co., Chartered Accountants, (Firm Registration Number 000511S), in place of M/s R. S. Agarwala & Co., the retiring the Statutory Auditors, to hold office from the conclusion of this meeting until conclusion of the 27th Annual General Meeting and to fix their remuneration

To appoint Mr. Vijay Sankar as an Independent Director of the Company

To approve the Employee Stock Option Plan – 2017

To extend the benefits of Employees Stock Option Plan 2017 to the employees of the subsidiary Company(ies)

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

a) Adoption of Audited Financial Statement of the Company for the financial year ended31st March, 2017 together with the Reports of the Board of Directors and Auditors thereonb) Adoption of Audited Consolidated Financial Statement of the Company for the financial year ended 31st March, 2017 and the Report of Auditors thereon

To declare dividend on Preference Shares at the rate of 0.01%, absorbing a sum of ` 2,98,557

To confirm the payment of interim dividend aggregating ` 10/- (i.e. 200%) per Equity Share of ` 5 each paid for the financial year 2016-17.

To appoint a Director in place of Dr. Murtaza Khorakiwala (DIN: 00102650), who retires by rotation and being eligible, offers himself for re-appointment

Ratification of appointment of Haribhakti & Co. LLP, Chartered Accountants as the Statutory Auditors

Appointment of Mr. Vinesh Kumar Jairath (DIN : 00391684) as an Independent Director of the Company

Ratification of remuneration payable to Cost Auditors for the Financial Year 2017-18

Approval for issuance of Non-Convertible Debentures (‘NCDs’) upto ` 1200 crore on private placement basis

Adoption of audited financial statements including Balance Sheet as at March 31, 2017 and the Statement of Profit and Loss for the year ended on that date and the Reports of the Directors and Auditors.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Appointment of Statutory Auditors – M/s. S R B C & Co LLP, Chartered Accountants (FirmRegistration Number 324982E/E300003)

Appointment of Mr. Jacob Sebastian Madukkakuzy (DIN : 07645510) as a Director of the Company.

Appointment of Mr. Jacob Sebastian Madukkakuzy (DIN : 07645510) as the Whole-time Director & Chief Financial Officer of the Company.

Appointment of Mr. Chandrasekar Meenakshi Sundaram (DIN : 07667965) as a Director of theCompany.

Appointment of Mr. Chandrasekar Meenakshi Sundaram (DIN : 07667965) as the Whole-timeDirector of the Company.

Payment of commission to the Non-executive Independent Directors of the Company

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Keeping and maintaining of the Registers of Members, Indices of Members, copies of all Annual Returns prepared by the Company under Section 88(1) of the Act together with copies of Certificates and Documents required to be annexed thereto and other related books at the office of the new Registrars & Share Transfer Agents (R&T Agents), Messrs. Link Intime India Private Limited C-101, 247, Park, L. B. S. Marg, Vikhroli (West), Mumbi 400 083 effective February 27, 2017 and/or at such places within Mumbai where the R&T Agents may have their office from time to time and/or at the Registered Office of the Company at Colgate Research Centre, Main Street. Hiranandani Gardens, Powai, Mumbai 400 076.

Adoption of :a. the audited Standalone Financial Statements of the Company for the financial year ended 31st March, 2017, the Reports of Directors and Auditors thereon, andb. the audited Consolidated Financial Statements of the Company for the financial year ended 31st March, 2017 and the Report of Auditors thereon.

Declaration of a Final Dividend on Equity Shares

Appointment of a Director in place of the one retiring by rotation

Ratification of the appointment of Statutory Auditors

Re-appointment of Branch Auditors FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Appointment of Ms. Sree Patel as an Independent Director

Appointment of Mr. Nagesh Basavanhalli as a Director

Appointment of Mr. Nagesh Basavanhalli as Managing Director & CEO

Payment of Commission to Non-executive Directors

Ratification of the remuneration of Cost Auditors

To receive, consider and adopt the Audited Balance Sheet as at March 31, 2017 and Statement of Profit and Loss for the financial year ended on March 31, 2017 together with the reports of the Directors and the Auditors.

To declare dividend on equity shares of the Company for the financial year ended on March 31, 2017.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

To appoint a Director in place of Ms. Jayantika Dave (DIN: 01585850), who retires by rotation and, being eligible, offers herself for reappointment

Appointment of Statutory Auditors of the Company

Appointment of Mr. Amar Kaul as a Director of the Company

Appointment of Mr. Amar Kaul as Managing Director of the Company

Ratification of remuneration to the Cost Auditor of the Company for Financial Year 2017-18

FOR FOR

FOR FOR

FOR FOR


FOR FOR

Appointment of Branch Auditors FOR FOR

FOR FOR

FOR FOR

FOR FOR

To receive, consider and adopt:a. The Audited Financial Statements for the financial year ended 31" March, 2017 together with the Reports of the Board of Directors and Auditors thereon.b. The Audited Consolidated Financial Statements for the financial year ended 31" March, 2017 together with the Report of the Auditors thereon

To declare dividend on equity shares for the financial year ended 31" March 2017.

To appoint a Director in place of Mr Harish Bhat (DIN: 00478198), who retires by rotation and, being eligible, offers himself for re-appointment

Appointment of Mr. Atuiya Misra as a Director

Ordinary Resolution for adoption of Audited Financial Statements including Consolidated Financial Statements for the financial year 31st March, 2017 and Reports of Directors and Auditors thereon.

Ordinary Resolution for declaration of dividend on equity shares.

Ordinary Resolution for re-appointment of Mr. Jayesh Shah as Director of the Company, liable to retire by rotation.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Ordinary Resolution for appointment of M/s Deloitte Haskins & Sells LLP, Chartered Accountants, (ICAI Firm Registration Number: 117366W/W-100018), 19th Floor, “Shapath V”, S. G. Highway, Ahmedabad – 380 015 as statutory auditors of the Company in place of M/s. Sorab S. Engineers & Co., Chartered Accountants and to fix their remuneration.

Ordinary Resolution for Ratification of the remuneration of M/s. Kiran J. Mehta & Co., Cost Accountants for the financial year ending 31st March, 2018.

Special Resolution for re-appointment of Mr. Punit Lalbhai as Executive Director of the Company for a period of 5 years from 1st August, 2017 to 31st July, 2022 and remuneration payable to him.

Special Resolution for re-appointment of Mr. Kulin Lalbhai as Executive Director of the Company for a period of 5 years from 1st August, 2017 to 31st July, 2022 and remuneration payable to him.

Special Resolution for approval of offer or invitation to subscribe to Non-convertible Debentures on private placement basis upto ` 500 crores.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

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

To declare dividend on equity shares for the Financial Year ended on 31 March 2017.

To appoint a director in place of Mr. Rahul C. Kirloskar (DIN 00007319) who retires by rotation and being eligible, offers himself for re-appointment.

To appoint Auditors and fix their remuneration

Re-appointment of Mr. Atul C kirloskar as an whole time Director with designation as the Executive Chairman

Re-appointment of Mr. Gautam A Kulkarni as an whole time Director with designation as the Executive Vice Chairman

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Re-appointment of Mr. Nihal G. Kulkarni as the Managing Director

Re-appointment of Mr. Satish Jamdar as an Independent Director

Approval of remuneration of the Cost Auditors

Re-appointment of R. Srinivasan as an Independent Director

To receive, consider and adopt the Audited Financial Statement (including Audited Consolidated Financial Statement) of the Company for the Financial Year ended 31st March, 2017 and the Reports of the Board of Directors and Auditors thereon.

To declare a dividend on Ordinary (Equity) Shares

To appoint a Director in place of Dr. Pawan Goenka (DIN: 00254502), who retires by rotationand, being eligible, offers himself for re-appointment.


FOR FOR

FOR FOR

FOR FOR

FOR FOR

Borrowing by way of Securities FOR FOR

FOR FOR

Ratification of Remuneration to Cost Auditors

Appointment of Mr. T.N. Manoharan as an Independent Director

Appointment of Mr. Anand G. Mahindra as Executive Chairman

Appointment of Dr. Pawan Goenka as Managing Director

To adopt the Audited Financial Statements of the Company for the financial year ended 31st March, 2017 and the Reports of the Directors and Auditors thereon and the Audited Consolidated Financial Statements of the Company for the financial year ended 31st March, 2017.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

To declare a final dividend on equity shares.

To appoint a Director in place of Dr. K C Mammen, who retires by rotation and being eligible, offers himself for re-appointment.

To appoint Messrs. Mahesh, Virender & Sriram, Chartered Accountants as Joint Statutory Auditors of the Company and fix their remuneration.

To ratify the appointment of Messrs. SCA AND ASSOCIATES, Chartered Accountants as Joint Statutory Auditors of the Company and fix their remuneration.

To amend the Articles of Association of the Company.

To increase the number of Directors on the Board

To appoint Mr. Samir Thariyan Mappillai as Director, liable to retire by rotation.

To appoint Mr. Varun Mammen as Director, liable to retire by rotation

Revision in the remuneration of Mr K.M.Mammen, Chairman and Managing Director.

Revision in the remuneration of Mr Arun Mammen, Vice-Chairman and Managing Director.

To appoint Mr. Rahul Mammen Mappillai as Managing Director of the Company for a period of 5 years commencing from 04-05-2017.

FOR FOR

FOR FOR

FOR FOR

FOR FOR


FOR FOR

FOR FOR

FOR FOR

To appoint Mr. Samir Thariyan Mappillai as Whole-Time Director of the Company for a period of 5 years commencing from 04-08-2017.

To appoint Mr. Varun Mammen as Whole-Time Director of the Company for a period of 5 years commencing from 04-08-2017.

To ratify the remuneration payable to Mr. C Govindan Kutty, Cost Auditor of the Company.

To consider and adopt:a. the Audited Standalone Financial Statements of the Bank for the financial year ended March 31, 2017 together with the Reports of the Board of Directors and the Auditors thereon.b. the Audited Consolidated Financial Statements of the Bank for the financial year ended March 31, 2017 and the Report of the Auditors thereon.

To appoint Director in place of Mr. Narayan Ramachandran (DIN 01873080), who retires by rotation and being eligible, offers himself for re-appointment

To appoint Statutory Auditors and fix their remuneration

To appoint Branch Auditors and fix their remuneration

FOR FOR

Increase in Authorised Share Capital FOR FOR

FOR FOR

Increase in Borrowing Powers FOR FOR

FOR FOR

FOR FOR

Payment of Remuneration by way of profit linked commission to the Non-executive Directors, other than Chairman

Alteration in the Memorandum of Association on account of increase in authorised share capital

Issue of Debt Securities on Private Placement basis

Revision in the remuneration of Mr. Vishwavir Ahuja, Managing Director & CEO

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Adoption of Financial Statements FOR FOR

Further issue of equity shares on preferential basis (“Preferential Issue”)

Adoption of Financial Statements for the year ended 31st March 2017

Declaration of dividend for the year 2016-2017

Reappointment of Shri.P.R.Venketrama Raja, as Director

Appointment of M/s.Ramakrishna Raja And Co., Chartered Accountants, and M/s.SRSV & Associates, Chartered Accountants, as Auditors

Appointment of Shri.P.R.Venketrama Raja, as Managing Director

Approval for making offer or invitation to subscribe to Secured Non-Convertible Debentures

Ratification of fee payable to M/s.Geeyes & Co., Cost Accountants, Cost Auditors of the Company, for the financial year 2017-18



FOR FOR

FOR FOR

FOR FOR

FOR FOR

Re-Appointment of Mr. Amit Gupta as a Director liable to retire by rotation and being eligible, offers himself for re-appointment

To approve the appointment of Ms. Sudha Suresh (DIN: 06480567) as the Managing Director and Chief Executive of the Company for a period of 3 years w.e.f. February 01, 2017

To approve the revision in the limit of foreign shareholding in the Company from 49% to 47%

Adoption of Audited Financial Statements, Board & Auditors report thereonfor the FY 2016-17

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Confirm interim dividend paid as the final dividend for FY 2016-17

Appointment of Dr. Ashok Shettar, who retires by rotation and being eligible,offers himself for reappointment.

To ratify the appointment of Walker, Chandiok & Co, LLP, Mumbai as theStatutory Auditors of the Company

Re-appointment of Dr. Vijay Sankeshwar as the Chairman and ManagingDirector of the Company

Revision in remuneration of Mr. Anand Sankeshwar, Managing Director

Appointment of Mr. K N Umesh as a Whole time Director of the Company

Appointment of Mr. L R Bhat as a Whole time Director of the Company

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

To consider, approve and ratify the remuneration payable to M/s. S K Tikare& Co, Cost Accountants for FY 2017-18

To receive, consider and adopt the Audited Standalone and Consolidated Financial Statements for the financial year ended 31 March 2017 and the Reports of the Directors and Auditors thereon.

To declare dividend for the financial year ended 31 March 2017.

To appoint a Director in place of Mr. A.K. Hirjee (DIN: 00044765), who retires by rotation in terms of Section 152(6) of the Companies Act, 2013 and being eligible, offers himself for re-appointment.

To ratify the appointment of Statutory Auditors and fix their remuneration

Dr. Ajay Shah (DIN:01141239) who was appointed as an Additional Director of the Company by the Board of Directors

Dr. Y.S.P Thorat (DIN: 02652734) who was appointed as an Additional Director of the Company by the Board of Directors

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

To receive, consider and adopt:(a) the Audited Financial Statements of the Company for the financial year ended 31st March, 2017, together with the reports of Directors and Auditors thereon; and(b) the Audited Consolidated Financial Statements of the Company for the financial year ended 31st March, 2017, together with the report of the Auditors thereon.

To confirm Interim Dividend on Equity Shares declared by the Board of Directors.

To declare Final Dividend on Equity Shares.

To consider re-appointment of Mr. Anil Kumar Jani (DIN: 07078868), who retires by rotation and being eligible, offers himself for re-appointment.

To approve appointment of Auditors and to fix their remuneration.

To consider re-appointment of Mrs. Jagruti Engineer (DIN: 00067276) as the Whole-time Director.

To approve offer or invitation to subscribe to Non-Convertible Debentures on private placement basis.

FOR FOR

FOR ABSTAIN

Declaration of Dividend for 2016-17 FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

To ratify remuneration of the Cost Auditors for the financial year ending 31st March, 2018.

Adoption of Annual Financial Statements for 2016-17

Re-appointment of Sri V Sathyakumar, Director retiring by rotation

Ratify the appointment of Auditors and to ??x the remuneration

Appointment of Sri Arun Alagappan as Independent Director

Con??rmation of remuneration payable to Cost Auditor

Adoption of:a. the Audited Financial Statements of the Company for the financial year ended March 31, 2017, together with the Reports of the Board of Directors and the Auditors thereon; andb. the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2017, together with the Report of the Auditors thereon.

Declaration of dividend on Equity Shares for the financial year ended March 31, 2017.

Re-appointment of Mr. H. V. Goenka (DIN: 00026726) as a Director of the Company.

Appointment of Messrs S R B C & CO LLP, Statutory Auditors of the Company for the second term of 5 (five) consecutive years.

Authority for appointment of Branch Auditors.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Appointment of Mr. Anant Vardhan Goenka (DIN 02089850) as Managing Director of the Company.

Ratification of remuneration payable to Messrs D. C. Dave & Co., Cost Auditors of the Company.

Approval for making offer(s) or invitation(s) to subscribe secured/unsecured, non-convertible debentures/bonds or such other debt securities (“debt securities”) through private placement basis in one or more series/ tranches, not exceeding ` 5,00,00,00,000 (Rupees Five Hundred Crores only).

Adoption of Financial Statement of the Company including Audited Balance Sheet as at 31st March, 2017, Audited Profit & Loss Account and the Cash Flow Statement for the year ended on that date, together with the Report of Board of Directors’ and Auditors’ thereon.


Approval for the re-appointment of Shri Din Dayal Gupta, Director retiring by rotation.

Appointment of M/s. Singhi & Co. Chartered Accountants as the Statutory Auditors of the Company and authorize the Board to fix their remuneration.

Appointment of Mr. Rakesh Biyani as an Independent Director

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Appointment of Mr. Sunil Mitra as an Independent Director

Sub-division of 1 (one) Equity Share of face value of Rs. 10/- each into 5 (five) Equity Shares of Rs. 2/- each

Alteration of Capital Clause of Memorandum of Association

Approval of Remuneration of Cost Auditor

To review, consider and adopt the Audited Financial Statements (including consolidated financial statements) of the Company for the financial year ended March 31, 2017 together with the reports of Board of Directors and the Auditors thereon.

To declare a dividend of Rs. 100 per equity share for the financial year ended March 31, 2017.

To appoint M/s. S R Batliboi & Co. LLP, Chartered Accountants as Statutory Auditors of the Company.

To consider and approve payment of remuneration to Mr. Siddhartha Lal as Managing Director.

To consider and ratify remuneration of Cost Auditor payable for the financial year 2016-17.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

To receive, consider and adopt the standalone and consolidated audited financial statements of the Company for the financial year ended March 31, 2017 along with the Reports of the Auditors’ and Board of Directors’ thereon.

To appoint a Director in place of Mr. Arun Bharat Ram (DIN 00694766), who retires by rotation and being eligible, offers himself for re-election.

To ratify appointment of auditors of the Company as approved by the members at the 43rd Annual General Meeting

Appointment of Mr. Pramod Gopaldas Gujarathi as Director

Appointment and the terms and conditions of appointment of Mr. Pramod Gopaldas Gujarathi (DIN 00418958) as a Whole-Time Director, designated as “Director (Safety & Environment) and Occupier

Re-appointment of Mr Arun Bharat Ram (DIN- 00694766) as Chairman with Executive Powers

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Ratification of Remuneration of Cost Auditors for financial year 2017-18

Offer or invitation to subscribe to Redeemable Non-Convertible Debentures of the Company on private placement

1 a) Consider and adopt Audited Standalone Financial Statements for the FinancialYear ended March 31, 2017 and the Reports of the Board of Directors andAuditors thereonb) Consider and adopt Audited Consolidated Financial Statements for the FinancialYear ended March 31, 2017 and the Report of the Auditors thereon

Declaration of dividend on Ordinary (equity) Shares for Financial Year 2016-17

Appointment of Director in place of Mr. Dinesh Kumar Mehrotra, (DIN: 00142711) who retires by rotation and being eligible, seeks re-appointment

Appointment of Director in place of Mr. Koushik Chatterjee, (DIN: 00004989) who retires by rotation and being eligible, seeks re-appointment

Appointment of Price Waterhouse & Co Chartered Accountants LLP, Chartered Accountants as Statutory Auditors of the Company

Appointment of Mr. N. Chandrasekaran, (DIN: 00121863) as a Director

Appointment of Dr. Peter (Petrus) Blauwhoff (DIN: 07728872) as an Independent Director

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Appointment of Mr. Aman Mehta, (DIN: 00009364) as an Independent Director

Appointment of Mr. Deepak Kapoor, (DIN: 00162957) as an Independent Director

Ratification of the remuneration of Messrs Shome & Banerjee, Cost Auditors of the Company

Issue of Non- Convertible Debentures on Private Placement Basis not exceeding Rs 10,000 crore

Adoption of audited financial statements (including consolidate financial statements) for the financial year ended 31st March, 2017 (Ordinary Resolution).

Declaration of Dividend on Equity Shares (Ordinary Resolution).

Re-appointment of Mr. Rajesh S. Adani (DIN: 00006322), as a Director of the Company who retires by rotation (Ordinary Resolution).

Re-appointment of Mr. Pranav V. Adani (DIN : 00008457), as a Director of the Company who retires by rotation (Ordinary Resolution).

Appointment of M/s. Shah Dhandharia & Co., Chartered Accountants, Ahmedabad as Statutory Auditors of the Company in place of M/s. Dharmesh Parikh & Co., the retiring Statutory Auditors and fixing their remuneration (Ordinary Resolution).

Appointment of Mr. Venkataraman Subramanian (DIN: 00357727), as an Independent Director (Ordinary Resolution).

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR ABSTAIN

FOR FOR

Appointment of Mrs. Vijaylaxmi Joshi (DIN: 00032055), as an Independent Director (Ordinary Resolution).

Approval of offer or invitation to subscribe to Securities for an amount not exceeding ` 5,000 Crores (Special Resolution).

Approval of offer or invitation to subscribe to Non-Convertible Debentures on private placement basis (Special Resolution).

Ratification of the Remuneration of the Cost Auditors (Ordinary Resolution).

Adoption of audited financial statements (including consolidated financial statements) for the financial year ended March 31, 2017 (Ordinary Resolution)

Declaration of Dividend on Equity Shares (Ordinary Resolution)

Declaration of Dividend on Preferences Shares (Ordinary Resolution)

Re-appointment of Mr. Rajesh S. Adani (DIN: 00006322), as a Director of the Company who retires by rotation (Ordinary Resolution)

Appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/W-100018), as Statutory Auditors of the Company in place retiring auditors M/s. S R B C & CO LLP, Chartered Accountants (Ordinary Resolution)

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Re-appointment of Mr. Gautam S. Adani as Managing Director of the Company (Ordinary Resolution)

Appointment of Mr. Karan Adani as a Director liable to retire by rotation (Ordinary Resolution)

Appointment of Mr. Karan Adani as CEO & Whole Time Director of the Company (Ordinary Resolution)

Approval of offer or invitation to subscribe to Securities for an amount not exceeding C5,000 crores (Special Resolution)

Approval of offer or invitation to subscribe to Non-Convertible Debentures on private placement basis (Special Resolution)

Consider and adopt Audited Financial Statement, Reports of the Board of Directors and Auditors.


Re-appointment of Smt. Rajashree Birla, who retires by rotation.

Ratification of appointment of S R B C & Co. LLP., Chartered Accountants as Statutory Auditorsand fixing their remuneration.

Special resolution for approval of offer or invitation to subscribe to Non-Convertible Debentures on private placement.

Approval of the Remuneration of the Cost Auditors.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Special resolution for approval for payment of commission to Non-whole-time Directors.

Approval for change in category of some persons from ‘promoter’ to ‘public’.

To receive, consider and adopt;(a) The audited standalone financial statements of the Company for the Financial Year ended March 31, 2017 and 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 March 31, 2017 and the Report of the Auditors thereon.

To declare a dividend on Equity Shares for the year ended March 31, 2017.

To appoint a Director in place of Dr. Anand M Nadkarni (DIN 06881461), who retires by rotation and being eligible, offers himself for re-appointment.

To appoint Statutory Auditors and to fix their remuneration.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

The Cost Auditors appointed by the Board of Directors of the Company to conduct the audit of the cost records of the Company for the financial year ending March 31, 2018, be paid the remuneration as set out in the Statement annexed to the Notice convening this Meeting.”

To receive, consider and adopt :a. the audited Financial Statements of the Company for the financial year ended 31st March 2017, and 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 2017 and the Report of the Auditors thereon.

To declare a dividend for the financial year ended 31st March 2017.

To appoint a Director in place of Mr. R. Takru (holding DIN 00023796), who retires by rotation and, being eligible, offers himself for re-appointment.

To appoint a Director in place of Mr. K. K. Baheti (holding DIN: 00027568), who retires by rotation and, being eligible, offers himself for re-appointment.

Messrs. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/W-100018), be and are hereby appointed as Auditors of the Company

Re-appointment of Mr. Aditya Khaitan (holding DIN 00023788) asthe Managing Director of the Company for a period of three years

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Mr. Aditya Khaitan, the details of which are given in the Statement pursuant to Section 102 of the Act attached to this Notice, during the tenure of his appointment as the Managing Director of the Company for a period of three years

Mr. Aditya Khaitan as the Managing Director of the Company during the financial year ended31st March, 2017

re-appointment of Mr. Rajeev Takru (holding DIN 00023796) as a Wholetime Director of the Company for a period of three years

Re-appointment of Mr. Azam Monem (holding DIN 00023799) as a Wholetime Director of the Company for a period of three years

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Adoption of financial statements FOR FORFOR FOR

Re-appointment of director FOR FOR

Appointment of auditors FOR FOR

Re-appointment of Mr. Kamal Kishore Baheti (holding DIN 00027568) as a Wholetime Director of the Company for a period of three years

Adoption of new set of articles in substitution of the existing articles in the articles of association of the company

Messrs. Mani & Co, Messrs. SPK Associates, Messrs. Kumar & Associates andMessrs. DGM & Associates appointed by the Board of Directors of the Company

The consent of the Members be and is hereby accorded to keep the Register of Members andIndex of Members at the office of the Company’s Registrar and Share Transfer Agents, Maheshwari Datamatics Private Limited at 23 R. N. Mukherjee Road, 5th floor, Kolkata - 700 001 or at such other place within Kolkata to which the said Office is shifted.

Declaration of dividend on the equity shares

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Ratification of appointment and remuneration of cost auditors for thefinancial year 2017-18

a. To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended 31 March, 2017 together with the Reports of the Board of Directors and Auditors thereon b. To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for thefinancial year ended 31 March, 2017 together with the Report of the Auditors thereon

To declare dividend on Ordinary Shares for the financial year ended 31 March, 2017

Re-appointment of Mr. S. Padmanabhan who retires by rotation

Appointment of B S R & Co. LLP, Chartered Accountants (Firm Registration No. 101248W/W-100022), as Statutory Auditors of the Company, in place of the retiring Auditors Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 1173664W/W-100018) for a term of five years


Adoption of Balance Sheet as at March 31, 2017, Statement of Profit and Loss for the year ended on that date and the reports of the Directors and Auditors thereon.

Declaration of final dividend of Rs. 1.00 per equity share of Rs. 10 each for the year ended 31st March, 2017.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Appointment of a Director in the place of Ms. Priya Sarah Cheeran Joseph, who retires by rotation and being eligible, seeks re-appointment.

Appointment of BSR & Associates LLP, Chartered Accountants as statutory auditor.

Appointment of Mr. Gopal Srinivasan as an Independent Director.

Appointment of Mr. R. Lakshminarayanan as an Independent Director.

Approval for re-appointment of Ms. Priya Sarah Cheeran Joseph as Whole-Time Director andremuneration payable.

Adoption of financial statements for the financial year ended March 31, 2017.

Re-appointment of Mr. Amit Laroya (DIN: 00098933), who retires by rotation.

Ratification of the appointment of Statutory Auditors of the Company, Messrs. BSR & Co. LLP, Chartered accountants, Bengaluru (ICAI firm registration no. 101248w/w-100022), and to fix their remuneration.

Appointment of Mr. Jong Ho Lee (DIN: 06720950) as a Director of the Company.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Re-appointment of Mr. B.V. Shankaranarayana Rao (DIN: 00044840) as Whole-time Director of the Company from April 1, 2017 to May 13, 2020.

Ratification of remuneration payable to Messrs. Rao, Murthy & Associates, Cost Auditors for the financial year 2017-18.

Approval of Material Related Party Transactions beyond the approval granted.

Approval of Estimated Material Related Party Transactions for three financial years from April 1, 2017 to March 31, 2020.

Adoption of audited financial statements (including consolidated financial statements) for the financial year ended31st March, 2017 (Ordinary Resolution).

Re-appointment of Mr. Gautam S. Adani (DIN: 00006273), as a Director of the Company who retires by rotation (Ordinary Resolution).

Ratification of appointment of M/s. Dharmesh Parikh and Co., Chartered Accountants, Ahmedabad and fixing their remuneration (Ordinary Resolution).

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Appointment of Mr. Laxmi Narayana Mishra as a Director (Ordinary Resolution).

Appointment of Mr. Laxmi Narayana Mishra as a Whole-time Director of the Company (Special Resolution).

Approval of offer or invitation to subscribe to Securities for an amount not exceeding H5,000 Crores (Special Resolution).

Approval of offer or invitation to subscribe to Non-Convertible Debentures on private placement basis (Special Resolution).

Approval/ ratification of material related party transactions entered into by the Company during the financial year ended 31st March, 2017 as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Ordinary Resolution).

Adoption of audited Financial Statements of the Company including audited ConsolidatedFinancial Statements of the Company for the financial year ended 31st March, 2017, togetherwith the Reports of the Board of Directors and Auditors thereon.


FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Appointment of a Director in place of Mr. B. M. Labroo (DIN 00040433) who retires by rotationand being eligible, offers himself for re-appointment.

Appointment of a Director in place of Mr. Masahiro Takeda (DIN 07058532) who retires byrotation and being eligible, offers himself for re-appointment.

Appointment of Statutory Auditors and to fix their remuneration.

Appointment of Dr. Satoshi Ishizuka (DIN: 07692846) as a Non-Executive Director

Appointment of Mr. Eisuke Shiozaki (DIN: 07797893) as an Independent Director

Ratification of the remuneration payable to M/s. Ajay Ahuja & Associates, Cost Auditors of the Company for the financial year ending 31st March, 2018.

Payment of Commission on Net Profits of the Company to Mr. Masaru Omae.

Revision/ variation in terms of appointment of Mr. Masaru Omae, Whole-time Director.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

To consider and adopt :a. Audited standalone Financial Statements for the year ended March 31, 2017and the reports of the Board of Directors and Auditors thereon; andb. Audited consolidated Financial Statements for the year ended March 31, 2017and the report of Auditors thereon.

To confirm the payment of an interim dividend and to declare a final dividend onEquity Shares for the Financial Year 2016-17.

To appoint a Director in the place of Mr. G. K. Agarwal (DIN : 00037678), who retires by rotation and being eligible, offers himself for re-appointment.

To appoint a Director in the place of Mr. Kishore M. Saletore (DIN : 01705850), whoretires by rotation and being eligible, offers himself for re-appointment.

Appointment of M/s. S R B C & CO LLP as Statutory Auditors of the Company.

To approve remuneration of the Cost Auditors.

Adoption of Balance Sheet, Statement of Profit and Loss and the Reports of the Boardof Directors and Auditors thereon for the year ended on 31 March 2017.


FOR ABSTAIN

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Appoint a Director in place of Mr Amit Kalyani (DIN 00089430), who retires by rotationand being eligible offers himself for re-appointment.

Ratification of appointment of Auditors and fixation of their remuneration.

Ratification of remuneration payable to cost auditors for the year 2017-18.

To receive, consider and adopt the financial statements of the Company for the year ended 31 March 2017, including the audited balance sheet as at 31 March 2017, the statement of profit and loss for the year ended on that date along with the reports of the board of directors and of auditors thereon.

To declare a dividend of INR 4/- per equity share for the year ended on 31 March 2017.

To appoint a director in place of Mr. Stephen Mark Harrington (DIN: 07131679), who retires by rotation and, being eligible, seeks re-appointment.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR


The appointment of Messrs Price Waterhouse Chartered Accountants LLP, CharteredAccountants (Firm Registration Number: 012754N/N500016) as statutory auditors of the Company

Appointment of Mr. Anil Shankar as an Independent Director of the Company.

Appointment of Mr. Jal R. Patel as an Independent Director of the Company.

Payment of remuneration to the Cost Auditors of the Company for the FY 2017-18.

To receive, consider and adopt Audited Financial Statements (includingAudited Consolidated Financial Statements) of the Company for thefinancial year ended March 31,2017 and Reports of the Board ofDirectors and Auditors thereon

To declare a dividend of Rs. 3/- per equity share

To re-appoint Mr. Dev Datt Rishi (DIN: 00312882), who retires byrotation

To appoint M/s Walker Chandiok & Co LLP, Chartered Accountants,as the Statutory Auditors of the Company and to fix their remuneration

To amend and adopt new Articles of Association of the Company


FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Appointmentof Mr. Nari Genomal as a Director

Appointment of Mr. Ramesh Genomal as a Director

Ratification of Appointment of Auditor

Re-appointment of Mr. B C Prabhakar as an Independent Director

Appointment of Mr. Vedji Ticku as a Director

Appointment of Mr. Vedji Ticku as an Executive Director & Chief Executive Officer

Appointment of Mr. V S Ganesh as a Director

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Appointment of Mr. V S Ganesh as an Executive Director - Manufacturing & Operations

Remuneration under Section 197(1) of the Companies Act, 2013

Consider and adopt Standalone and Consolidated Audited Financial Statements, Reports of the Board of Directors and Auditors for the financial year ended 31 March 2017

Declaration of Dividend on the Equity Shares of the Company

Appointment of Mr. Amit Dixit (DIN:01798942) as a non-executive/nonindependentDirector, liable to retire by rotation.

Ratification of appointment of M/s. B S R & Co. LLP, Chartered Accountants (Registration No.101248W/W-100022), Chartered Accountants, as the Statutory Auditors of the Company and fix their remuneration.

Adoption of Financial Statement (Standalone & Consolidated), Board’s Reportand Auditors’ Reports for the year ended March 31, 2017.

Confirmation of Final dividend on equity shares of the company

Reappointment of Mr Vir S Advani, who retires by rotation.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Appointment of Statutory Auditors. FOR FOR

Ratification of appointment of M/s S R B C & Co LLP, Chartered Accountants,as Statutory Auditors and fixing their Remuneration.

Ratification of remuneration of M/s Narasimha Murthy & Co, Hyderabad,Cost Accountants for financial year ending March 31, 2017.

Appointment of Mr Rajiv R Lulla as Non-Executive Director of the Company.

Appointment of Mr Dinesh N Vaswani as Non-Executive Director of the Company.

Appointment of Mr Sam Balsara as an Independent Director of the Company.

Modification in Managerial Remuneration payable to Mr Vir S Advani, Managing Director and Mr B Thiagarajan, Joint Managing Director.

Adoption of Financial Statements [including consolidated financial statements] for the year ended on March 31, 2017.

Confirmation of Interim Dividend declared and paid as a final dividend.

Re-appointment of Mr. Mukesh M. Patel, Director retiring by rotation.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Re-appointment of Dr. Sharvil P. Patel as a Joint Managing Director of the Company.

Ratification of remuneration to Cost Auditors.

Issue of securities through Qualified Institutional Placement / Foreign Currency Convertible Bonds, etc.

Issue of Secured / Unsecured Redeemable Non–Convertible Debentures / Bonds.

Appointment of Mr. Ganesh N. Nayak as a Director liable to retire by rotation.

Appointment of Mr. Ganesh N. Nayak as a Whole Time Director, to be designated as Chief Operating Officer and Executive Director.

Appointment of Dr. Sharvil P. Patel as a Managing Director of the Company.

Adoption of Financial Statements for the year ended 31st March, 2017.

To declare dividend for the year 2016-17

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR


Appointment of a Director in place of Mr. R Gopalkrishnan, who retires by rotation and being eligible, offers himself for re-appointment.

Appointment of M/s. Anandam & Co. Chartered Accountants, Secunderabad as the statutory auditors of the company

Ratification of appointment of cost auditors

Sub-division of the Equity Shares of the company

Amendum of Memorandam of Associations of the company

Payment of commission to non-executive directors of the company

re-appointment of Mr. M B Babu as a executive chairman for a period of five years

re-appointment of Ms. P Parvathi as Managing Director for a period of five years

Adoption of financial statements for the year ended March 31, 2017

Appointment of Mr.Andrew Thomas Carmichael, Director, who retires by rotation

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Ratification of Appointment of Statutory Auditors of the Company

Ratification of Cost Auditors’ remuneration

Appointment of Mr.Lokesh Saxena (DIN 07823712) as a Director of the Company

Appointment of Mr.Lokesh Saxena as a Managing Director of the Company

Alteration of the Objects Clause of the Memorandum of Association of the Company

Alteration of Articles of Association of the Company

Approval of Material Related Party Transactions for the Financial Year 2016-17 with DISA Industries A/S

Approval of Material Related Party Transactions in each Financial year with DISA Industries A/S

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Approval of Material Related Party transactions in each financial year with DISA (Changzhou)Machinery Co, China

Approval of Material Related Party transactions in each financial year with Wheelabrator Czech s.r.o

Receive, consider and adopt:a) the Audited Financial Statements for the financial year ended March 31, 2017, the Reports of the Board of Directors and Auditors thereonb) the Audited Consolidated Financial Statements for the financial year ended March 31, 2017

To declare dividend on equity shares for the financial year ended March 31, 2017

Re-appointment of Mr. Manish Mohnot who retires by rotation and being eligible offers himself for reappointment

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Ratification of appointment of statutory auditors

Appointment of Mr. Mofatraj P. Munot as an Executive Chairman of the Company

Issue and allot Secured / Unsecured redeemable non-convertible debentures upto ` 100 Crores

Ratifying remuneration of cost auditor for the FY 2017-18

Appointment of Ms. Anjali Seth as an Independent Director of the Company

Appointment of Mr. Subodh Kumar Jain as a Director of the Company

Receive, consider and adopt;a. the audited Financial Statements of the Company for the financial year ended 31st March, 2017 together with the reports of Board of Directors and the Auditors thereon.b. the audited Consolidated Financial Statements of the Company for the financial year ended 31st March, 2017 together with the report of the Auditors thereon.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR ABSTAIN

FOR ABSTAIN


Appointment of a Director in place of Mr. Daljit Mirchandani (DIN: 00022951) who retires by rotation and being eligible, offers himself for re-appointment.

Ratification of Appointment of M/s,. P G Bhagwat, Statutory Auditors from the conclusion of the ensuing Annual General Meeting till the conclusion of 32nd Annual General Meeting.

Ratification of remuneration of Dhananjay V. Joshi & Associates, Cost Accountants, Pune as Cost Auditors for the financial year ending 31st March, 2018.

Appointment of Mr. Sachin Raole (DIN: 00431438), Additional Director as Director.

Appointment of Mr. Sachin Raole (DIN: 00431438) as Whole Time Director and payment of remuneration.

Extension of term of appointment of Mr Pramod Chaudhari (DIN : 00196415) as Executive Chairman on same terms & conditions including remuneration.

Receive, consider and adopt the standalone and consolidated financial statements of the Company for the financial year ended 31st March, 2017 and the report of the Board of Directors and of the Auditors thereon


FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

Authorise issuance of debt securities FOR ABSTAIN

FOR FOR

FOR FOR

FOR FOR

Re-appointment of Mr. S. Radhakrishnan as director liable to retire by rotation

Ratification of appointment of Walker Chandiok & Co. LLP as statutory auditors

Appointment of Ms. Ireena Vittal as an Independent Director

Appointment of Mr. Peter Lankau as an Independent Director

Revision in the terms of appointment of Ms. Samina Vaziralli, Executive Vice-Chairperson

Ratification of remuneration of cost auditor for the financial year 2017-18

Authorise issuance of equity shares / securities convertible into equity shares

To Consider and adopt the audited standalone and consolidated Balance Sheet as at31st March, 2017, Statement of Profit & Loss for the year ended 31st March, 2017,Cash Flow Statement for the year ended 31st March 2017 and together with theReport of the Directors and the Auditor’s Report thereon.

To confirm the Interim Dividend paid on equity shares for the year 2016-2017 as finaldividend.

To appoint a director in place of Prof Seyed E Hasnain, (DIN: 02205199) who retiresby rotation, and being eligible, offers himself for re-appointment.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

To Appointment of M/s. Tukaram & Co., Chartered Accountants (Regn. No. 0044365)as the auditors of Company and fixing their remuneration.

To consider and adopta. the audited financial statement of the Company for the financial year ended 31st March 2017, the Reports of the Board of Directors’ and Auditors’ thereon.b. the audited consolidated financial statement of the Company for the financial year ended 31st March 2017

To declare dividend on Equity Shares for the year ended 31st March, 2017.

To appoint a Director in place of Mr. Rohitashwa Poddar (DIN 00001262), who retires by rotation and being eligible, offers himself, for re-appointment

To approve the appointment of statutory Auditors and to fix their remuneration.

To pass a Special resolution for approval of appointment of Shri Dipak Kumar Poddar as Whole Time Director designated as Executive Chairman of the Company for a further period of 3 years with effect from 31st March 2017

To pass a resolution for approval of the remuneration payable to Cost Auditors appointed by the Board of Directors of the Company to conduct the audit of the cost records of the Company for the financial year ending 31st March 2018

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

To pass a resolution for approval of appointment Mrs. Prakriti Poddar as Chief Operating Officer (COO) of the Company.

To pass a Special resolution for enable conversion of loan into equity.

To consider and adopt the Audited Financial Statements & other documentsfor the financial year ended March 31, 2017.

To confirm the payment of interim dividend and special dividend madeduring the financial year 2016-17.

To re-appoint Mr. Navin Agarwal as Director, liable to retire by rotation.

To ratify the appointment of M/s. S.R. Batliboi & Co. LLP as Statutory Auditors

To ratify the remuneration of the Cost Auditor for the F.Y. 2017 -18.

To approve payment of remuneration in the form of commission to Non-Executive Directors

FOR FOR

FOR FOR

To declare a dividend FOR FOR

FOR FOR

FOR FOR


FOR FOR

FOR FOR

Remuneration of Cost Auditors FOR FOR

FOR FOR

To receive, consider and adopt the audited Financial Statements of the Company for the year ended March 31, 2017, together with the reports of the Board of Directors and Auditors thereon.

To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the year ended March 31, 2017, together with the report of the Auditors thereon.

Re-appointment of Mr. Harish Bhat as Director.

Re-appointment Mr. S. Santhanakrishnan as Director.

Appointment of Mr. N. Chandrasekaran as a Director of the Company

Appointment of Mr. Siraj Azmat Chaudhry as a Director and as Independent Director of the Company

Revision in terms of remuneration of Mr. Ajoy Misra, Managing Director of the Company

FOR FOR

FOR FOR

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

Revision in terms of remuneration of Mr. L Krishnakumar, Executive Director of the Company

Issue of Non-Convertible Debentures on private placement basis

To receive, consider and adopt the audited financial statement of the Company for the financial year ended 31st March, 2017, together with the reports of the Board of Directors and Auditors thereon; and the audited consolidated financial statement for thefinancial year ended 31st March, 2017 together with the report of the Auditors thereon.

Declaration of dividend on the equity shares of the company for the financial year 2016-17.

Re-appointment of Ms. Usha Sangwan (DIN 02609263) as a Director, who is liable to retire by rotation and, being eligible, offers herself for re-appointment.

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

Ratification of continuation of M/s. Chokshi & Chokshi,LLP, Chartered Accountants, Mumbai (Registration No.:101872W / W100045) and M/s. Shah Gupta & Co., Chartered Accountants, Mumbai (Registration No.:109574W) as Joint Statutory Auditors of the Company to hold the office from the conclusion of this Twenty Eighth Annual General Meeting untilthe conclusion of the Twenty Ninth Annual GeneralMeeting on a remuneration to be determined by the Board of Directors in consultation with them and applicable taxes / cess.

To issue Redeemable Non-Convertible Debentures,secured or unsecured, on a private placement basis and / or any other hybrid instruments which can be classified as being Tier II capital upto an amount not exceeding Rs.57,000/- crore (Rupees Fifty SevenThousand crore only) under one or more shelf disclosure document and / or under one or more letters of offer as may be issued by the Company, and in one or more series / tranches, during a period of one year commencing from the date of this Meeting.

Appointment of Shri Vinay Sah (DIN 02425847) as Managing Director & CEO of the Company w.e.f. 12th April, 2017 for a period of three years or as may be decided by LIC of India, on payment of such remuneration as decided by LIC of India and the Board of LIC Housing Finance Limited subject to the limit as per the Companies Act, 2013 for the aforesaid periodand subject to the approval of the shareholders ingeneral meeting.

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

To appoint Statutory Auditors. FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

Appointment of Shri Jagdish Capoor (DIN-00002516) as an Independent Director of the Company, to hold office as such for a period of five consecutive years w.e.f. 24th May, 2017 not liable to retire by rotation.

Appointment of Ms. Savita Singh (DIN-01585328) as Non-Executive Director of the Company, to hold office as such for a period of five consecutive years w.e.f. 24th May, 2017 liable to retire by rotation.

To receive, consider and adopt the Audited Financial Statements including ConsolidatedFinancial Statement for the financial year ended 31st March, 2017 and the report of the Boardof Directors and the Auditors thereon.

To confirm the interim dividends on equity shares paid during the financial year 2016-17.

To appoint a director in place of Mr. E.A. Kshirsagar (DIN:00121824) who retires by rotation,and being eligible, offered himself for re-appointment.

To reappoint Mr. V.P. Nandakumar (DIN:00044512) as Managing Director and Chief ExecutiveOfficer of the Company.

To raise funds through Private Placement of Secured Redeemable Non-Convertible Debentures (NCDs).

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

To receive, consider and adopt the Audited standalone Financial Statement of the Company for the financial year ended 31st March, 2017, the reports of the Board of Directors and Auditors thereon; along with C&AG Comments and the Audited consolidated Financial Statement of the Company for the financial year ended 31st March, 2017 and the Report of Auditors thereon along with C&AG Comments.

To appoint a Director in place of Shri Vinod S. Shenoy (DIN:07632981) who retires by rotation and being eligible offers himself for re-appointment as a Director.

To declare dividend for the financial year 2016-17.

To authorize Board of Directors of the Company to fix the remuneration of the Joint StatutoryAuditors of the Company for the Financial Year 2017-18.

To appoint Ms. Manjula C (DIN: 07733175) as Non-official Independent Director.

To ratify the Remuneration of Cost Auditors for the Financial year 2017-18.

To raise funds through issue of Non Convertible Debentures (NCDs)/ Bonds.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR AGAINST

To receive, consider and adopt(a)the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2017 including the Audited Balance Sheet as at March 31,2017 and Statement of Profit & Loss for the year ended on that date and 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 March 31, 2017 including the Audited Balance Sheet as at March 31, 2017 and Statement of Profit & Loss for the year ended on that date and the Report of the Auditors thereon.

To declare dividend on equity shares for the financial year ended March 31, 2017.

To appoint a director in place of Mr. Shiv Prakash Mittal (DIN: 00237242), who retires by rotation at this Annual General Meeting and being eligible, offers himself for re-appointment.

To appoint Statutory Auditors of the Company and to fix their remuneration.

To take approval for charging the estimated actual expenses from the Member, in advance,for delivery of the document(s) pursuant to any request made by the Member for delivery ofdocument(s) through a particular mode of services.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

To approve the re-appointment of Mr. Shiv Prakash Mittal (DIN: 00237242) as an ExecutiveChairman of the Company for a further period of five years with effect from 1st February, 2017 to 31st January, 2022.

To receive, consider and adopt:a. the Audited Financial Statements of the Company for the financial year ended March 31, 2017, together with the Reports of the Board of Directors and the Auditors thereon; andb. the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2017 together with the Report of the Auditors thereon.

To declare a dividend on Equity Shares for the financial year 2016-17.

To appoint a Director in place of Mr. Mehernosh S. Kapadia (DIN: 00050530) who retires by rotation and, being eligible, offers himself for re-appointment.

Appointment of Statutory Auditors of the Company.

Appointment of Mr. N. Chandrasekaran as a Director of the Company.

Private placement of Non-Convertible Debentures.

Payment of Minimum Remuneration to Mr. Rakesh Sarna, Managing Director and Chief Executive Officer.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Adoption of Financial Statements for the year ended March 31, 2017


Re-appointment of Mr. Pankaj Mital, who retires by rotation, being eligible, seek re-appointment

Appointment of Auditor and fixing their remuneration

Re-appointment of Mr. Pankaj Mital as Whole-time Director of the Company

Ratification of the remuneration of the Cost Auditor for the Financial Year 2017-18

Resolution approving Scheme of Amalgamation of Spectrum Infotech Private Limited (“Transferor Company”) with Larsen & Toubro Limited (“Transferee Company”) pursuant to sections 230 to 232 and other applicable provisions, if any, of the Companies Act, 2013

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

1 Adoption of audited financial statements for the year ended March 31, 2017 and the Reports of the Board of Directors and Auditors thereon and the audited consolidated financial statements of the Company and the reports of the auditors thereon for the year ended March 31, 2017.

Dividend on equity shares for the financial year 2016-17.

Appoint Mr. Sushobhan Sarker (DIN: 00088276) as a Director liable to retire by rotation.

Appoint Mr. Shailendra Roy (DIN: 02144836) as a Director liable to retire by rotation.

Appoint Mr. R. Shankar Raman (DIN: 00019798) as a Director liable to retire by rotation.

Re-appoint Mr. Subodh Bhargava (DIN: 00035672) as an Independent Director.

Appoint Mr. S.N. Subrahmanyan (DIN: 02255382) as the Chief Executive Officer and Managing Director of the Company.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Appoint Mr. Jayant Damodar Patil (DIN: 01252184) as a Director liable to retire by rotation.

Appoint Mr. Arvind Gupta (DIN: 00090360) as a Director liable to retire by rotation.

Appoint Mr. Jayant Damodar Patil (DIN: 01252184) as a Whole-time Director of the Company.

Raise funds through issue of convertible bonds and/or equity shares through depository receipts and including by way of Qualified Institution Placement (‘QIP’), to Qualified Institutional Buyers (‘QIB’) for an amount not exceeding v 4000 Crore or US $ 600 million, whichever is higher.

12 Issue listed/unlisted secured/unsecured redeemable non-convertible debentures, in one or more series/tranches/currencies, aggregating up to 6000 crore.

Ratification of appointment of M/s. Deloitte Haskins & Sells LLP as Statutory Auditors of the Company.

14 Ratification of remuneration payable to M/s R. Nanabhoy & Co. Cost Accountants (Regn. No. 00010) for the financial year 2017-18.

Adoption of Standalone and Consolidated Financial Statement for the year ended 31st March, 2017.

Declaration of Dividend for the Financial Year ended 31st March, 2017.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

To appoint a Director in place of Mr. Amit Goela (DIN: 01754804), who retires by rotation and being eligible, offers himself for re-appointment.

To appoint a Director in place of Ms. Padma Raghunathan (DIN: 07248423), who retires by rotation and being eligible, offers herself for re-appointment.

Ratification of appointment of M/s. Shah Gupta & Co., Chartered Accountants (Firm Registration No. 109574W with the Institute of Chartered Accountants of India) as the Statutory Auditors for Financial Year 2017-18 to hold office from the conclusion of the 15th Annual General Meeting till the conclusion of 16th Annual General Meeting.

To receive, consider and adopt(a) the Audited Financial Statement of the Company for the Financial Year ended March 31,2017 together with the Board’s Report and the Auditors’ Report thereon; and(b) the Audited Consolidated Financial Statement of the Company for the Financial Yearended March 31, 2017 together with the Auditors’ Report thereon.

To appoint a Director in place of Dr Ralf Speth (DIN: 03318908), who retires by rotation andbeing eligible, offers himself for re-appointment.

Appointment of B S R & Co. LLP, Chartered Accountants as Statutory Auditors of the Company

Appointment of Mr Natarajan Chandrasekaran (DIN: 00121863) as a Director

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

Appointment of Mr Om Prakash Bhatt (DIN: 00548091) as an Independent Director

Re-appointment of Mr Satish Borwankar (DIN: 01793948) as Executive Director and ChiefOperating Officer and payment of remuneration

Payment of Remuneration to the Cost Auditor

Offer or invite for Subscription of Non-Convertible Debentures on private placement basis

To receive, consider and adopt(a) the Audited Financial Statement of the Company for the Financial Year ended March 31,2017 together with the Board’s Report and the Auditors’ Report thereon; and(b) the Audited Consolidated Financial Statement of the Company for the Financial Yearended March 31, 2017 together with the Auditors’ Report thereon.

To appoint a Director in place of Dr Ralf Speth (DIN: 03318908), who retires by rotation andbeing eligible, offers himself for re-appointment.

Appointment of B S R & Co. LLP, Chartered Accountants as Statutory Auditors of the Company

Appointment of Mr Natarajan Chandrasekaran (DIN: 00121863) as a Director

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR FOR

Appointment of Director Ordinary FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Appointment of Mr Om Prakash Bhatt (DIN: 00548091) as an Independent Director

Re-appointment of Mr Satish Borwankar (DIN: 01793948) as Executive Director and ChiefOperating Officer and payment of remuneration

Payment of Remuneration to the Cost Auditor

Offer or invite for Subscription of Non-Convertible Debentures on private placement basis

Adoption of Audited Financial Statements Ordinary

Ratification of appointment of Statutory Auditors Ordinary

Appointment of Mr. Sanjeeb Chaudhuri as an Independent Director Ordinary

Issuance of Non-Convertible Debentures of the Company for an amount of upto` 1,250 Crore, on private placement basis

Introduction of the “Aditya Birla Fashion and Retail Limited Employee Stock OptionScheme 2017”

Extension of benefits of the “Aditya Birla Fashion and Retail Limited Employee StockOption Scheme 2017” to the Employees of Holding and the Subsidiary Companiesof the Company

To receive, consider and adopt the Audited Financial Statements of the Bank for the Financial Year ended 31st March, 2017 and the Reports of the Directors and Auditors thereon.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

To declare Dividend for the Financial Year 2016-17.

To appoint a Director in the place of Justice (Retd.) S.R. Singharavelu (DIN 03022233), who retires by rotation and being eligible, offers himself for re-appointment.

Appointment of M/s Sundaram & Srinivasan, Chartered Accountants, Chennai as Statutory Central Auditors of the Bank for FY 2017-18.

Approval for appointment of Branch Auditors and to fix their remuneration.

Re-appointment of Dr. N. Kamakodi (DIN 02039618) as Managing Director & CEO of the Bank.

FOR FOR

FOR ABSTAIN

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Appointment of Shri. Subramaniam Narayanan (DIN00166621) as Independent Director.

Appointment of Shri. R. Mohan (DIN 06902614) as Independent Director.

Profit Related Commission to Non-Executive Directors of the Bank for FY 2016-17.

Approval for raising capital through QIP Issue.

Approval for grant of stock options to employees of the bank under CUB ESOS Scheme 2017.

To receive, consider and adopt the Audited Financial statement for the financial year ended 31st March, 2017, together with the reports of the Auditors and the reportof the Board of Directors thereon.

To receive, consider and adopt the Audited Consolidated Financial statement for the financial year ended 31st March, 2017, together with the reports of the Auditors thereon.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

To declare a dividend for the financial year ended March 31, 2017.

To appoint a Director in place of Mr. S. B. (Ravi) Pandit, who retires by rotation and being eligible, offers himself for re-appointment.

To ratify the appointment of Statutory Auditors.

To re-appoint Ms. Lila Poonwalla as an Independent Director.

To re-appoint Dr. R. A. Mashelkar as an Independent Director.

To re-appoint Mr. Adi Engineer as an Independent Director.

To re-appoint Prof. Alberto Sangiovanni Vincentelli as an Independent Director.

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

To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the financial year ended 31st March 2017 together with the Report of the Auditors thereon.

FOR FOR

FOR FOR


FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

To declare a dividend on Equity Shares for the financial year ended 31st March 2017.

To appoint a Director in place of Ms. Sandhya S. Kudtarkar (DIN: 00021947), who retires by rotation and, being eligible, offers herself for re-appointment.

Appointment of Mr. N. Chandrasekaran as a Director

Appointment of Mr. S. Padmanabhan as a Director

Appointment of Ms. Anjali Bansal as a Director and as an Independent Director

Appointment of Ms. Vibha Padalkar as a Director and as an Independent Director

Appointment of Mr. Sanjay V. Bhandarkar as a Director and as an Independent Director

Appointment of Mr. K. M. Chandrasekhar as a Director and as an Independent Director

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Appointment of Branch Auditors FOR FOR

Re-appointment of Mr. Ashok S. Sethi as COO and Executive Director

Revision in terms of remuneration of Mr. Anil Sardana, CEO and Managing Director

Private placement of Non-Convertible Debentures/Bonds

Increase in the Authorised Share Capital of the Company

Alteration of the Memorandum of Association of the Compnay

FOR FOR

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR FOR

FOR FOR


Consider and adopt Audited Financial Statement, Reports of the Board of Directors and Auditors

To approve two interim dividends aggregating ` 5/- per equity share already paid for the financial year 2016-17

Re-appointment of Mr. Sudhir Rao Hoshing who retires by rotation

Ratification of appointment of Auditors and fixing their remuneration

Appointment of Auditors and fixing their remuneration

Appointment of Mr. Mukeshlal Gupta as a Joint Managing Director

Appointment of Mr. Virendra D. Mhaiskar as a Managing Director

Approval for enabling resolution for conversion of loan into equity sharesin the event of default

Ratification of remuneration payable to Mrs. Neha Shashikant Apte, Cost Accountants (FRN: 102229) Cost Auditors of the Company for the financial year ended on March 31, 2017

Issue of Securities to Qualified Institutional Buyers

a) Adoption of Audited Standalone Financial Statements for the Financial Year ended March 31, 2017 and the Reports of the Board of Directors and Auditors thereon.b) Adoption of Audited Consolidated Financial Statements for the Financial Year ended March 31, 2017 and the Report of the Auditors thereon.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Re-appointment of Capt. Dinesh Gautama who retires by rotation.

Ratification of appointment of Auditors and fixing their remuneration.

Appointment of Mr. Ashok Kumar Thakur as an Independent Director.

Appointment of Mr. Shantilal Mehta as Chairman and Managing Director.

Approval of Further Issue of securities.

Approval for Increase of Authorised Share Capital.

To receive, consider and adopt: (a) the audited financial statements of the company for thefinancial year ended 31, March 2017 together with the reports of the Board of Directors and the Auditors thereon(b) the audited consolidated financial statements of the companyfor the financial year ended 31 March 2017, together with thereport of the Auditors thereon


FOR AGAINST

FOR AGAINST


FOR FOR

FOR FOR

FOR AGAINST

FOR FOR

Re-appointment of Sri J V Ranga Raju, (DIN 00020547) as Director

Re-appointment of Sri N R Alluri, (DIN 00026723) as Director

Reappointment of Sri A A V Ranga Raju as the Managing Director

Reappointment of Sri A G K Raju as Executive Director

Reappointment of Sri J V Ranga Raju as a Whole Time Director

To ratify the remuneration payable to the Cost Auditors

FOR FOR

FOR FOR

FOR ABSTAIN

FOR FOR

Further issue of Securities FOR FOR

FOR FOR


FOR FOR

FOR FOR

FOR FOR

To consider and adopt: (a) the audited financial statements of the company for the financial year ended 31, March 2017 together with the reports of the Board of Directors and the Auditors thereon; and(b) the audited consolidated financial statements of the company for the financial year ended 31 March 2017, together with the report of the Auditors thereon

To declare final dividend of Rs. 34 per Equity Shares for the financial year ended 31st March, 2017.

To appoint a Director in place of Mrs. Rohini Bhatia (DIN: 015832190) who retires by rotation and, being eligible, offers himself for re-appointment.

To ratify the appointment of the Statutory Auditors and fix their remuneration.

adoption of Annual Financial Statement as on 31st March, 2017

Re-appointment of Sri C.R. Anandkrishnan, a Director retiring by rotation

Appointment of Statutory Auditors for the company and fix their remuneration

Ratification of remuneration of Cost Auditor

FOR FOR

FOR FOR

FOR FOR

FOR FOR


FOR FOR

FOR FOR

FOR FOR

To receive, consider and adopt the Audited Financial Statements for the financial year ended31st March, 2017 together with the Report of the Board of Directors and the Auditors thereon.

To receive, consider and adopt the Audited Consolidated Financial Statements for the financial year ended 31st March, 2017 together with the Report of the Auditors thereon.

To declare a dividend for the financial year 2016-17 on Equity Shares.

Mr. Ishaat Hussain (DIN: 00027891), a Director liable to retire by rotation, whodoes not seek re-election in view of his retirement

Appointment of Mr. Hemant Bhargava as a Director of the Company

Appointment of Mr. Arun Kumar Adhikari as an Independent Director of the Company


Approval for Buyback of shares FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

To consider and adopt the audited Financial Statements of the Company for the year ended 31st March, 2017 together with the Reports of the Board of Directors and Auditors thereon.

To appoint a Director in place of Ms. Ashni Biyani (DIN: 00058775), who retires by rotation and being eligible, offers herself for re-appointment.

To appoint M/s. S R B C & Co. LLP, Chartered Accountants (Registration Number 324982E/E300003), as Statutory Auditors of the Company for a period of 5 (five) years and to fix their remuneration.

To appoint Mr. Narendra Baheti (DIN: 00057255) as a Director, liable to retire by rotation

To appoint Mr. Narendra Baheti (DIN: 00057255) as an Executive Director of the Company and approve payment of remuneration.

To re-appoint Ms. Ashni Biyani (DIN: 00058775) as a Whole Time Director of the Company and approve payment of remuneration.

FOR FOR

FOR FOR

FOR FOR

FOR ABSTAIN

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Adoption of Audited Financial Statements of the Company for the financial year ended March 31, 2017 together with the Reports of the Board of Directors and Auditors thereon

Declaration of Dividend on Equity Shares

Appointment of Mr. Kishore Biyani, who retires by rotation and being eligible, offers himself for re-appointment

Re-appointment of Statutory Auditors and fix their remuneration.

Approval for remuneration arising upon the exercise of vested Employee Stock Options held by Mr. C. P. Toshniwal, Non-executive Director

Approval for revision in remuneration payable to Mr. Kishore Biyani as the Managing Director

Borrowing / raising funds by issue of debt instruments for an amount upto ` 750 Crore

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

FOR FOR

FOR ABSTAIN

FOR FOR

FOR FOR

FOR FOR

FOR FOR

To appoint a Director in place of Mr. Kishore Biyani (DIN: 00005740), who retires by rotation and being eligible, offers himself for re-appointment

To ratify the appointment of Auditors of the Company and to fix their remuneration

Appointment of Ms. Sridevi Badiga as an Independent Director

Approval for revision in remuneration of Mr. Kishore Biyani as Managing Director

Approval for revision in remuneration of Mr. Rakesh Biyani as Joint Managing Director

Increase in the investment limit in Equity Share capital by Registered Foreign Portfolio Investors (“RFPIs”) and Foreign Institutional Investors (“FIIs”)

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Approval for entering into Related Party Transaction(s)

To receive, consider and adopt the audited Standalone as well as Consolidated Financial Statement of the Company for the financial year ended March 31, 2017 together with Reports of the Directors and the Auditors thereon.

To declare the Final Dividend of ` 1/- per equity share for the year 2016-17 and to confirm the Interim Dividend of ` 18/- per equity share paid during the year 2016-17.

To appoint a Director in place of Shri Verghese Cherian (DIN: 07001243), who retires by rotation and is eligible for reappointment.

To appoint a Director in place of Shri Anish Aggarwal (DIN: 06993471), who retires by rotation and is eligible for reappointment.

To appoint Dr. S. S. V. Ramakumar (DIN: 07626484) as Director (Research & Development) of the Company.

6 To ratify the remuneration of the Cost Auditors for the financial year ending March 31, 2018.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

7 To approve issuance of debentures on private placement basis

Adoption of Financial Statements (including the consolidated financial statements) Ordinary

Approval of Dividend on Preference Shares Ordinary

Declaration of Dividend on Equity Shares Ordinary

Appointment of Mr. Nirmal K Minda, as Director, liable to retire by rotation Ordinary

Ratification of appointment of Statutory Auditors Ordinary

Remuneration to M/s Jitender Navneet & Co., Cost Accountants, the Cost Auditors Ordinary

Approval of limits for the Loans & Investments under Section 186 of Companies Act 2013

Ordinary Resolution for appointment of Statutory Auditors to fill casual vacancy

FOR FOR

FOR FOR

FOR AGAINST

FOR FOR

FOR FOR

FOR AGAINST

FOR FOR

FOR FOR

Adoption of the Audited Financial Statements for the year ended 31st March, 2017 along with the Reports of theBoard of Directors and the Auditors thereon.

Approval and confirmation of the interim dividend of Rs. 3.50 per Equity Share of the Company paid during theyear as the final dividend for the year ended 31st March, 2017

Appointment of Dr. Arvind Krishna Saxena, who retires by rotation.

Appointment of M/s. Lodha & Co., Chartered Accountants, as Statutory Auditors and fix their remuneration.

Re-appointment of Shri Vivek Saraogi as the Managing Director.

Re-appointment of Dr. Arvind Krishna Saxena as a Whole-time Director.

Appointment of Shri Naresh Dayal as a Non-Executive, Non-Independent Director.

Ratification of remuneration payable to the Cost Auditors.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Ordinary Resolution: Adoption of the audited financial statements of the Company for the financial yearended March 31, 2017 and the Reports of the Board of Directors and Auditors thereon

Ordinary Resolution: Adoption of the audited consolidated financial statements of the Company for thefinancial year ended March 31, 2017 and the Report of the Auditors thereon.

Ordinary Resolution: To declare dividend on equity shares

Ordinary Resolution: Re-appointment of Mr. Prashant Panday (DIN: 02747925), as a Director, liable toretire by rotation.

Ordinary Resolution: Ratification of appointment of S. R. Batliboi & Associates LLP, Chartered Accountants(ICAI Firm Registration number - 101049W/ E300004), as the Auditors of the Company and to authorizethe Board of Directors to fix their remuneration

Ordinary Resolution: Ratification of remuneration payable to the Cost Auditors, M/s. R. Nanabhoy & Co.,Cost Accountants (Firm registration number- 00010).

Special Resolution: Issue of non- convertible debentures, bonds, debt securities, etc. on privateplacement basis

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

To receive, consider and adopt the Audited Financial Statements (including Consolidated Financial Statements) for the financial year ended March 31, 2017, and the Report of the Directors and Auditors thereon.

To appoint a Director in place of Mr Vinod Rao (DIN-01788921), who retires by rotation and being eligible, offers himself for re-appointment.

To ratify the appointment of Price Waterhouse & Co Chartered Accountants LLP (FRN304026E/ E-300009) as Auditors of the Company and to fix their Remuneration.

Appointment of Mr Randall Ingber (DIN:07529943) as a Director.

Appointment of Mr John Thomas Kennedy (DIN:07529946) as a Director.

Appointment of Mr Vegulaparanan Kasi Viswanathan (DIN:01782934) as an Independent Director.

Appointment of Mr Sanjeev Churiwala (DIN:00489556) as a Director.

Appointment of Mr Sanjeev Churiwala (DIN:00489556) as an Executive Director and Chief Financial Officer,

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Authority to offer and issue unsecured unlisted Redeemable Non-Convertible Debentures, In one or more tranches on Private Placement Basis.

To receive, consider and adopt the Audited Standalone Balance Sheet as at March 31, 2017, Statement of Profit and Loss and Cash Flow Statement for the financial year ended March 31, 2017 and reports of Directors and Auditors thereon

To receive, consider and adopt the Audited Consolidated Balance Sheet as at March 31, 2017, Statement of Profit and Loss and Cash Flow Statement for the financial year ended March 31, 2017 and report of Auditors thereon.

To confirm the first interim dividend of `1.25 and second interim dividend of `1.25 in aggregate `2.50 per equity share of `1 each, as dividend for the year 2016-17.

To appoint a Director in place of Mr. P. Sarath Chandra Reddy, who retires by rotation and being eligible, seeks re-appointment.

To appoint a Director in place of Dr. M. Sivakumaran, who retires by rotation and being eligible, seeks re-appointment.

To appoint M/s. B S R & Associates LLP, Chartered Accountants as Statutory Auditors of the Company in place ofM/s. S.R. Batliboi & Associates LLP, Chartered Accountants and fix their remuneration.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Re-appointment of Mr. P.V. Ramprasad Reddy, Director of the Company as Managing Director designated as Executive Chairman of Aurobindo Pharma USA Inc., a Wholly Owned Subsidiary of the Company.

Appointment of Mr. Rangaswamy Rathakrishnan Iyer as an Independent Director.

To revise the remuneration of Mr. N. Govindarajan, Managing Director of the Company.

Adoption of audited financial statements of the Company together with the reports of Board of Directors and Auditors’ thereon and audited consolidated financial statements of the Company for the year ended 31st March 2017.

Declaration of dividend on Equity Shares.

Re-appointment of Shri N K Parekh as a Director.

Re-appointment of Shri A N Parekh as a Director.

Ratification of appointment of M/s. Deloitte Haskins & Sells as Statutory Auditors.

Ratification of payment of remuneration to M/s. V J Talati & Co., Cost Auditors.

FOR FOR

FOR FOR

To declare dividend on equity shares FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Adoption of new Articles of Association of the Company.

To consider and adopt the Audited Financial Statements of the Company for the year ended March 31, 2017, reports of the Board of Directors and the Auditors’ thereon.

To appoint a director in the place of Mr. L Lakshman (DIN 00012554), who retires by rotation and being eligible, offers himself for re-appointment.

To ratify appointment of statutory auditors of the Company

To re-appoint Mr. Anjanikumar Choudhari (DIN 00234208) as an Independent Director for a second term

Adoption of Financial Statements (Standalone and Consolidated) for the financial year ended March 31, 2017.

Confirmation of the payment of Special Dividend and Declaration of final dividend.

Re-appointment of Mr. Peter Tyroller as a Director.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/W-100018) as Statutory Auditors of the Company.

Re-designation of Mr. Soumitra Bhattacharya as Managing Director with effect from January 01, 2017.

Appointment of Dr. Andreas Wolf as Director of the Company

Appointment of Dr. Andreas Wolf as Joint Managing Director with effect from January 01, 2017

Appointment of Mr. Jan Oliver Röhrl as Whole-time Director with effect from February 11, 2017

Ratification of remuneration payable to Cost Auditors.

To receive, consider and adopt the audited Balance Sheet as at 31st March, 2017 and Profit & Loss Account for the year ended on that date together with the reports of the Auditors and Directors.

To declare Dividend on Equity Shares for the year ended 31st March, 2017.

To Appoint a Director in place of Shri Deepak Jalan (DIN: 00758600), who retires by rotation and being eligible offers himself for reappointment.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Issue of Bonus Shares FOR FOR

To appoint Auditors and to authorise the Board to fix their remuneration and in this regard to consider and if thought fit, to pass, with or without modification(s) as an Ordinary Resolution.

Re-appointment of Shri Deepak Jalan (DIN: 00758600) as Managing Director of the Company, liable to retire by rotation

Re-appointment of Shri Aloke Jalan (DIN: 00758762) as Whole Time Director of the Company

Increase in Authorised Share Capital and consequent alteration to the Capital Clause of the Memorandum of Association

FOR FOR

FOR FOR

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

Reliance Industries Limited Employees' Stock Option Scheme 2017 (ESOS 2017) for employees of the Company

Reliance Industries Limited Employees' Stock Option Scheme 2017 (ESOS 2017) for employees of the subsidiary companies of the Company

Adoption of Standalone Audited Accounts for the year ended 31.03.2017

Adoption of Consolidated Audited Accounts for the year ended 31.03.2017

Declaration of dividend on equity shares for the year ended 31.03.2017

Appointment of a director in the place of Smt. Chitra Srinivasan, who retires by rotation and being eligible, offers herself for reappointment.

Appointment of Auditors and fixation of remuneration. Ordinary Resolution

Appointment of Sri M.R. Kumar as a Director of the Company, liable to retire by rotation

Appointment of Sri K. Balakrishnan as an Independent Director of the Company

Appointment of Sri V. Ranganathan as an Independent Director of the Company

Issue of Non-Convertible Debentures / Bonds and other Securities

Ratification of remuneration to Cost Auditor of the Company

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR AGAINST

FOR FOR

FOR FOR

FOR FOR

Adoption of audited Balance Sheet as at March 31, 2017, and the Statement of Profit and Loss for the yearended on that date together with the Reports of the Board of Directors and the Auditors thereon.

Re-Appointment of Mr. Jasvinder Singh (DIN : 01831572), liable to retire by rotation as Director of theCompany

Re-Appointment of Mr. Ranbir Singh (DIN : 01572708), liable to retire by rotation as Director of the Company

Re-Appointment of Mr. Gurdeep Singh (DIN : 01572748), liable to retire by rotation as Director of the Company

Appointment of Statutory Auditors of the Company

Reappointment of Mr. Anish Kumar Dhingra (DIN 01062917) as Independent Director for a period of 5 years.

Reappointment of Mr. Vikas Uppal (DIN : 00796828)as Independent Director for a period of 5 years.

Reappointment of Mr. Manbhupinder Singh Atwal (DIN : 03298665) as Independent Director for a period of 5 years

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Reappointment of Air Cmde. (Retd.) Shailindra Singh Kaushik (DIN 07196966) as Independent Director for aperiod of 5 years.

Reappointment of Ms. Geeta Khanna (DIN : 07206191) as Independent Director for a period of 5 years.

Reappointment of Mr. Ajit Singh (DIN : 000237491) as Independent Director for a period of 5 years.

Reappointment of Mr. Rachhpall Singh(DIN : 00806002) as Executive Director for a period of 3 years)

Reappointment of Mr. Gursaran Singh (DIN : 00805558) as Managing Director for a period of 3 years.

To receive, consider and adopt the financial statements (including the consolidated financial statements ) of the Company for the year ended 31st March 2017 including the audited Balance Sheet as at 31st March2017, the statement of Profit and Loss for the year ended on that date and the reports of the Board of Directors and Auditors thereon.


FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

To appoint a director in place of Mr. Toshihiro Suzuki (DIN: 06709846), who retires by rotation and being eligible, offers himself for reappointment.

To appoint a director in place of Mr. Shigetoshi Torii (DIN: 06437336), who retires by rotation and being eligible, offers himself for re-appointment.

Ratification of appointment of Deloitte Haskins & Sells LLP as Auditors.

Re-appointment of Mr. Shigetoshi Torii as a Whole-time Director designated as Director (Production)

Appointment of Ms. Renu Sud Karnad as an independent Director.

Ratification of remuneration of the cost auditors, M/s R. J. Goel & Co., cost accountants

Adoption of new set of Memorandum and Articles of Association.

Adoption of the Audited Financial Statements of the Company for the financial year ended 31st March, 2017, and the Reports of the Board of Directors and the Auditors’ thereon.

Declaration of dividend for the financial year ended 31st March, 2017.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Appointment of director in place of Mr. Devesh Bansal (DIN: 00162513) who retires by rotation and, being eligible, offers himself for re-appointment.

Ratification of appointment of Statutory Auditors & fixing their remuneration.

Approval of remuneration of the Cost Auditors for financial year ending March 31, 2018.

Appointment of Mr. Sharan Bansal (Din: 00063481) as Whole Time Director upto 30th June, 2020

To receive, consider and adopt the Standalone and Consolidated Audited Accounts of the Company along with the reports of the Board of Directors and Auditors thereon.

Re-appointment of Mr. Elvin Machado (DIN: 07206710) who retires by rotation and being eligible, has offered himself for re-appointment.

Appointment of S R B C & Co. LLP, Chartered Accountants (Firm Registration No.: 324982E/E300003) as the Statutory Auditors of the Company and fixing of their remuneration.

To pay commission to the Independent Directors upto an amount of 1% of the Net Profits of the Company

To offer / issue secured, rated, cumulative, redeemable non-convertible debentures up to an amount not exceeding ` 10,000,000,000/- (Rupees One Thousand Crore Only).

FOR FOR

Declaration of Dividend. FOR FOR

FOR FOR

FOR ABSTAIN

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Consideration and adoption of the financial statements of the Company (including consolidated financial statements) for the Financial Year ended 31st March 2017 and the Reports of the Board of Directors and Auditors thereon.

Re-appointment of Smt. Vinita Singhania (DIN: 00042983), who retires by rotation.

Appointment of Auditors and their remuneration.

Ratification of remuneration of Cost Auditors.

Issue of Securities of upto Rs. 500 Crore.

Ordinary Resolution for increase in the Authorised Share Capital of the Company from ` 35,00,00,000 (Rupees Thirty Five Crores only) divided into 3,50,00,000 Equity Shares of ` 10/- each to ` 70,00,00,000 (Rupees Seventy Crores only) divided into 7,00,00,000 Equity Share of ` 10/- each. Alteration of the capital clause V of the Memorandum of Association.

Speical Resolution for Amendment of Articles 4 of Article of Association (Authorised Capital)

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Ordinary Resolution for approval for issue of Bonus Equity Share of One fully paid equity share of Rs. 10/- each for every One fully paid-up Equity Shares of Rs. 10/- each held by the shareholders as on the Record date.

Receive, consider and adopt:a) the Audited Standalone Financial Statement of the Company for the Financial Year ended 31st March, 2017 and the Reports of the Board of Directors’ and Auditors’ thereon;b) the Audited Consolidated Financial Statement of the Company for the Financial Year ended 31st March, 2017 and the Report of the Auditors thereon.

Confirm the payment of interim dividend and to declare final dividend on equity shares for the financial year ended 31st March, 2017.

Appointment of Mr. Balmiki Prasad Singh (DIN 00739856), who retires by rotation and being eligible, offers himself for re-appointment.

Ratification of appointment of M/s. B S R & Co. LLP, Chartered Accountants, Mumbai (Firm Registration No. 101248W/ W-100022) as Statutory Auditors of the Company.

Ratification of the payment of the remuneration to Mr. Suresh D. Shenoy, Cost Accountant (Membership No. 8318), as Cost Auditor of the Company.

Appointment of Dr. Dheeraj Sharma (DIN 07683375) as an Independent Director of the Company to hold office for a term of 5 (five) consecutive years commencing from 26th May, 2017.

FOR FOR

FOR FOR

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

Sub-division of 1 (one) Equity Share of face value of Rs 10/- each fully paid up into 5 (five) Equity Shares of Rs 2/- each fully paid up

Alteration of Capital Clause of Memorandum of Association

Adoption of the Audited Standalone and Consolidated Financial Statements of the Company as at March 31, 2017and the Reports of the Board of Directors and Auditors thereon.

Confirmation of payment of interim dividends, declared on equity shares for the financial year 2016-17.

Re-appointment of Mr. Ajit Kumar Mittal (DIN: 02698115) a Whole Time Director & Key Managerial Personnel,designated as an Executive Director, who is liable to retire by rotation and, being eligible offers himself forre-appointment.

Re-appointment of Mr. Ashwini Omprakash Kumar (DIN: 03341114) a Whole Time Director & Key ManagerialPersonnel, designated as Deputy Managing Director, who is liable to retire by rotation and, being eligible offershimself for re-appointment.

Appointment of M/s S.R. Batliboi & Co. LLP, Chartered Accountants (ICAI Registration No.: 301003E/E300005),as the Statutory Auditors of the Company for a period of 5 (five) consecutive years and fixing their remuneration.

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

Approval for increase in borrowing powers of the Company upto ` 145,000 Crore.

Approval to issue of Non-Convertible Debentures and/or other hybrid instruments on a private placement basis,within the shareholders’ existing authorization of upto ` 125,000 Crore.

Approval for amendment in the Articles of Association of the Company.

Approval for re-appointment of Mr. Sameer Gehlaut (DIN: 00060783) as a Whole-time Director & Key ManagerialPersonnel and designated as Executive Chairman of the Company, for a further period of five years, with effectfrom March 19, 2018 and payment of remuneration.

Approval for re-appointment of Mr. Gagan Banga (DIN: 00010894) as a Whole-Time Director & Key ManagerialPersonnel, designated as Vice-Chairman, Managing Director & CEO of the Company, for a further period of fiveyears, with effect from March 19, 2018 and payment of remuneration.

Approval for re-appointment of Mr. Ajit Kumar Mittal (DIN: 02698115) as a Whole-Time Director & Key ManagerialPersonnel and designated as Executive Director of the Company, for a further period of five years, with effectfrom March 19, 2018 and payment of remuneration.

FOR ABSTAIN

FOR ABSTAIN

FOR FOR

FOR FOR

FOR FOR

Approval for re-appointment of Mr. Ashwini Omprakash Kumar (DIN: 03341114) as a Whole-Time Director &Key Managerial Personnel, designated as Deputy Managing Director of the Company, for a further period of fiveyears, with effect from March 19, 2018 and payment of remuneration.

Approval for appointment of Mr. Sachin Chaudhary (DIN: 02016992) as a Whole-time Director & Key ManagerialPersonnel, designated as Executive Director of the Company, for a period of five years, with effect from October21, 2016 and payment of remuneration.

To enhance the limit for creation of Mortgage/Charge on all or any of the movable or immovable properties of the Company upto Rs. 11,000 Crore.

Change in utilisation of the IPO (Initial Public Offering) proceeds as varied from the purpose and timelines as mentioned in the Prospectus dated August 5, 2016.

Divestment by way of sale, transfer or disposal of either partly or wholly the shareholding in the specified wholly owned subsidiaries of the Company (formed in the nature of Special Purpose Vehicles (SPVs)) to one or more potential investors and/or dilution of shareholding percentage in the said SPVs.

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

Adoption of the Audited Standalone and Consolidated Financial Statements for the Financial Year ended March 31, 2017 and the Reports of the Board of Directors and Auditors thereon.

Declaration of Dividend for the year ended March 31, 2017.

To approve the place of keeping the Registers and Index of Debenture Holder other than the registered office of the Company under Section 94 of Companies Act, 2013

Divestment by way of sale, transfer or disposal of either partly or wholly the shareholding in the specified wholly owned subsidiaries of the Company (formed in the nature of Special Purpose Vehicles (SPVs)) to one or more potential investors and/or dilution of shareholding percentage in the said SPVs (This Special Resolution will be passed by means of Postal Ballot.)

Re-appointment of Mrs. Seema Suryavanshi, who retires by rotation.

Ratification of the appointment of M/s Mukund M. Chitale & Co.,as Statutory Auditors and to fix their remuneration

Appointment of M/s MSG & Associates, Chartered Accountants,as the Statutory Auditors and to fix their remuneration.

Appointment of Mr. Vijay Chhibber (DIN: 00396838), as an Independent Director of the Company.

Appointment of Cost Auditor and to fix their remuneration for the Financial Year 2017-18.

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

Revision in the remuneration of Mr. Dilip Suryavanshi, Chairman and Managing Director of the Company for a remaining tenure.

Revision in the remuneration of Mrs. Seema Suryavanshi, Wholetime Director of the Company for a remaining tenure.

Revision in the remuneration of Mr. Devendra Jain, Whole-time Director and CEO of the Company for a remaining tenure.

Revision in the remuneration of Mr. Rohan Suryavanshi, Head-Strategy and Planning of the Company.

Revision in the remuneration of Mr. Karan Suryavanshi, Head-Business Development of the Company.

Enhancement of the limit for creation of Mortgage/Charge on all or any of the movable or immovable properties of the Company upto Rs. 11,000 Crore. (This Special Resolution will be passed by means of Postal Ballot.)

Authorise Board of Directors of the Company to borrow money in excess of the Paid –Up Capital and Free Reserve of the Company upto Rs. 11,000 Crore.

Issuance of Non-Convertible Debentures on Private Placement basis.

Issuance of Commercial Paper on Private Placement basis.

To fix fees for service of documents to members of the Company under section 20 of the Companies Act, 2013.

Change in utilisation of the IPO (Initial Public Offering) proceeds as varied from the purpose and timelines as mentioned in the Prospectus dated August 5, 2016. (This Special Resolution will be passed by means of Postal Ballot.)

FOR ABSTAIN

FOR FOR

FOR FOR

FOR FOR

FOR FOR

To approve the place of keeping the Register and Index of members and other related registers other than at the registered office of the Company under Section 94 of Companies Act, 2013

To receive, consider and adopt (a) the Audited Financial Statements of the Company for the Financial Year ended31st March, 2017 (b) the Audited Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2017; and the Reports of the Board of Directors and the Statutory Auditors and the Comments of the Comptroller & Auditor General of India thereon.

To confirm the payments of Interim Dividends on Equity Shares and to declare Final Dividend on Equity Shares forthe Financial Year ended 31st March, 2017.

To appoint a Director in place of Shri Ramesh Srinivasan, Director (DIN: 07164250), who retires by rotation andbeing eligible, offers himself for re-appointment.

To authorize the Board of Directors of the Company to fix the remuneration of the Joint Statutory Auditors of theCompany for the Financial Year 2017-18

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Appointment of Shri Rajkumar Duraiswamy as Director and Chairman & Managing Director

Appointment of Shri Vishal V Sharma as an Independent Director

Appointment of Shri Paul Antony as Government Nominee Director

Appointment of Shri Sivakumar Krishnamurthy as Director (Finance)

Approval of Private Placement of Non-Convertible Bonds/Debentures and/ or other Debt Securities

Approval of Material Related Party Transactions

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Approval of Remuneration of the Cost Auditors for the Financial Year 2017-18

Adoption of audited Financial Statements and audited consolidated financial statements of the Companyst for the year ended 31 March, 2017 and Report of the Board of Directors and Auditors

Approval of Final Dividend for the financial year ended 31 March, 2017 and to confirm the payment of InterimDividend already paid in February, 2017

Appoint a Director in place of Dr. Ashutosh Karnatak, who retires by rotation, and being eligible, offershimself for re-appointment

Authorization to the Board of Directors to fix the remuneration of the Joint Statutory Auditors for FY 2017-18

Approval for appointment of Shri Dinkar Prakash Srivastava as Independent Director, not liable to retireby rotation

Approval for appointment of Dr Anup K Pujari as Independent Director, not liable to retire by rotation

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Approval for appointment of Shri P. K. Gupta as Director (HR), liable to retire by rotation

Approval for appointment of Shri Gajendra Singh as Director (Marketing), liable to retire by rotation

Approval for ratification of remuneration of the Cost Auditors for FY 2016-17 and authorization to the Boardof Directors to fix the remuneration for FY 2017-18.

Approval for Material Related Party Transactions with Petronet LNG Limited for FY 2017 -18

Increase in Authorized Share Capital of the Company

Issue, consolidate, re-issue of debt securities

Approval for Private Placement of Securities

Raising of Equity Capital of the Bank FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR AGAINST

To receive, consider and adopta) the audited Standalone Financial Statements of the Company for the financial year ended on 31st March, 2017, together with the Reports of the Board of Directors and Auditors thereon; andb) the audited Consolidated Financial Statements of the Company for the financial year ended on 31st March, 2017 and the Report of the Auditors thereon.

To declare Dividend on equity shares for the financial year ended on 31st March, 2017.

To appoint Shri Jayanti M. Sanghvi (DIN: 00006178) who retired by rotation and being eligible, offers himself for re-appointment.

To ratify the Appointment of M/s. S.R.B.C. & Co. LLP. (Firm Reg. No.324982E / E300003 as a Statutory Auditors and fix their remuneration.

To ratify the Remuneration to M/s. N. D. Birla & Co., (Firm Reg. No. 000028) as a Cost Auditor for the Financial Year ending on 31st March, 2018.

To fix minimum fees for serving various documents on members of the Company.

FOR AGAINST

FOR AGAINST

FOR AGAINST

FOR FOR

FOR FOR

FOR FOR

FOR FOR

To appoint and fix the remuneration payable to Shri Manoj P. Sanghvi, as Business Head (C.S. Pipes).

To appoint and fix the remuneration payable to Shri Prashant J. Sanghvi, as Business Head (L.S.A.W.).

To appoint and fix the remuneration payable to Shri Nilesh P. Sanghvi, as Chief Executive (Strategic Business Development).

To adopt new Articles of Association of the Company in conformity with the Companies Act, 2013.

Adoption of Balance Sheet, Statement of Profit & Loss, Report of Auditors and Board of Directors for the year ended31st March, 2017.

Re-Appointment of Mr. Ankit Saraiya as Director who is retiring by rotation.

Appointment of M/s. Singhi & Co. Chartered Accountants, Auditors.

FOR FOR

FOR FOR


FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Appointment of Dr. Rajendra Prasad Singh as Independent Director of the Company.

Adoption of the Audited financial statements (including Audited Consolidated Financial Statements) for the financial year ended 31st March, 2017, the Reports of Directors’ and Auditors’ thereon.

Re-appointment of Mr. A.K. Agarwala, Director retiring by rotation.

Appointment of Statutory Auditors viz. M/s. Price Waterhouse & Co. Chartered Accountants LLP

Ratification of the remuneration of the Cost Auditors viz. M/s Nanabhoy & Co. for the fi nancial year ending 31st March, 2018.

Approval for offer or invitation to subscribe to Non-Convertible Debentures on a private placement basis

Approval of Scheme of Amalgamation of Asian Paints (International) Limited with Asian Paints Limited

FOR FOR

FOR FOR

FOR FOR

FOR FOR

To receive,consider and adopt:a. the Standalone Audited Financial Statements of the Company for the financial year ended March 31, 2017including the Audited Balance Sheet as at March 31, 2017 and Statement of Profit & Loss for the year ended on that date and the Reports of the Board of Directors, Statutory Auditor and Comptroller and Auditor General of Indiathereon. b. the Consolidated Audited Financial Statements of the Company for the financial year ended March 31, 2017including the Audited Balance Sheet as at March 31, 2017 and Statement of Profit & Loss for the year ended on that date and the Report of Statutory Auditor thereon.

To approve Interim dividends paid on equity shares for the Financial Year 2016-17 as final dividend for the year 2016-17.

To appoint a director in place of Shri S.N.Prasad[DIN-07408431] who retires by rotation in terms of Section 152(6) of the Companies Act, 2013 and Article 39(j) of Articles of Association of the Company and being eligible, offers himself for reappointment.

The appointment of Smt. Reena Sinha Puri, Joint Secretary and Financial Advisor, Ministry of Coal [DIN:07753040.], who was appointed by the Board of Directors as an Additional Director of the Company

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

The appointment of M/s Balwinder & Associates, Cost Auditor (Registration Number 000201) who was appointed as Cost Auditor by the Board of Directors of the Company

Appointment of Shri V K Thakral as a candidate for the office of a Director of the Company be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for the balance period of his tenure i.e upto 5th September 2020

To receive, consider and adopt the Audited Financial Statement of the Corporation for the Financial Year ended March 31, 2017 and Reports of the Board of Directors and Auditors thereon.

To confirm Interim Equity Dividends declared during Financial Year 2016-2017 and to approve Final Equity Dividend for the Financial Year 2016-2017

To appoint a Director in place of Shri Sandeep Poundrik (DIN01865958), who retires by rotation and being eligible, offers himself for reappointment.

To appoint a Director in place of Shri J. Ramaswamy (DIN06627920), who retires by rotation and being eligible, offers himself for reappointment.

Appointment of Shri S. Jeyakrishnan (DIN07234397) as Director of the Corporation.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Appointment of Shri Vinod S. Shenoy (DIN07632981) as Director of the Corporation.

Appointment of Smt. Asifa Khan (DIN07730681) as an Independent Director of the Corporation.

Appointment of Shri G.V. Krishna (DIN01640784) as an Independent Director of the Corporation.

Appointment of Dr. Trilok Nath Singh (DIN07767209) as an Independent Director of the Corporation.

Payment of Remuneration to Cost Auditors for Financial Year 2017-2018

Approval for Material Related Party Transactions

Borrowing of Funds upto ` 6000 crores through issue of Debentures / Bonds etc

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Approval of the Scheme of Amalgamation

To receive, consider and adopt Financial Statements and Report of Board of Directors and Auditors thereon for the financial year ended 31st March, 2017.

To declare a dividend for the financial year ended 31st March, 2017.

To appoint a Director in place of Shri K. D. Tripathi (DIN 07239755) who retires by rotation and being eligible offers himself for re-appointment

To appoint a Director in place of Shri Subir Purkayastha (DIN 06850526) who retires by rotation and being eligible offers himself for re-appointment

To appoint a Director in place of Shri D. K. Sarraf (DIN 00147870) who retires by rotation and being eligible offers himself for re-appointment

To appoint Statutory Auditors, fix their remuneration

To appoint G.K. Satish as Director FOR FOR

To appoint T. Natarajan as director FOR FOR

To appoint D. Rajkumar as director FOR FOR

FOR FOR

FOR FOR

FOR FOR

To ratify renumeration of Cost Auditors

Approval to enter into Related Party Transactions

To appoint Subhash Kumar as Director (Finance)

FOR FOR

FOR FOR

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR FOR

To extend the tenure of Rajendar Singh as Director (Technical)

To increase the FII/FPI shareholding limits from 30% to 40%

Adoption of financial statements for the year ended March 31,2017

Declaration of Final Dividend of Rs. 4.50 per share

Appointment of Director in place of Mr. Deepak Vaidya, retiring director

Appointment of M/s. BSR & Co. LLP as Statutory Auditors of the Company

Appointment of Mr. Homi Rustam Khusrokhan as an Independent Director

Appointment of Mr. Shashank Sinha as Managing Director of the Company

Appointment of Mr. Badree Komandur as Executive Director - Finance of the Company

Amendment of Article 94 of the Articles of Association of the Company

Ratification of remuneration payable to M/s. Rao, Murthy & Associates, Cost Auditors of the Company for the Financial Year 2016-17

To consider and adopt the Audited Financial Statements of the Company for the financial year ended31st March, 2017 and the Reports of the Board of Directors and the Auditors thereon.

FOR FOR

FOR FOR

FOR ABSTAIN

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Declaration of Dividend on equity shares for the Financial Year ended on 31st March, 2017.

Re-appointment of Shri Anil Mukim, who retires by rotation and being eligible, offers himself for reappointment.

Appointment and remuneration of statutory auditors.

Ratification of Remuneration of Cost Auditors for the Financial Year 2017-18.

Adoption of Audited Financial Statements including the Audited Consolidated Financial Statements of theCompany, Directors’ and Auditors’ Report thereon for the year ended 31st March 2017.

Declaration of dividend on Equity Shares for the year ended 31st March 2017.

Re-appointment of Mr A. K. Vijay, Executive Director, who retires by rotation and offers himself for re-election.

Appointment of Messrs L. B. Jha & Co, Chartered Accountants, as Statutory Auditors and fixing their remuneration.

Appointment of Messrs S. S. Kothari Mehta & Co, Chartered Accountants, as Branch Auditors and fixing their remuneration.

Ratification of remuneration to be paid to Messrs DGM & Associates, Cost Auditors for the year ending 31st March 2018.

Re-appointment of Ms Mridula Jhunjhunwala as an Independent Director.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Approval for the terms of re-appointment of Mr A. K. Vijay as an Executive Director.

Approval for payment of remuneration to the Executive Chairman for the year ended 31st March 2017 in excess of the limits specified under the Companies Act, 2013.

To consider and adopt the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended 31st March, 2017 along with the Reports of the Board of Directors and the Auditors thereon.

To confirm the payment of Interim Dividend on Equity Shares to declare a final dividend for the financial year ended 31st March 2017

To appoint a Director in place of Shri Rajendra Ramsharan Chaudhari (DIN 07151492), who retires by rotation and being eligible offers himself for reappointment.

To authorize Board of Directors to fix remuneration of the Statutory Auditor(s) of the company for the FY 2017-18.

To ratify the remuneration of the Cost Auditor for the FY 2016-17

To ratify the remuneration of the Cost Auditor for the FY 2017-18

To appoint Shri Manoj Kumar (DIN 00455180) as Director of the Company

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Adoption of Audited Financial Statements of the Company for the financial year ended 31st March, 2017along with the Reports of the Auditors and Board thereon

Declare dividend at the rate of H1.25/- per equity share for the financial year 2016-17

Appointment of a Director in place of Mr. Lalit Agarwal (DIN – 00900900), who retires by rotation and beingeligible, offers himself for re-appointment

Re-Appointment of Statutory Auditors and to fix their remuneration

Re-Appointment of Mr. Lalit Agarwal, (DIN – 00900900) as Chairman and Managing Director of the Companyfor the period of 5 years and Revision/variation in his remuneration

Re-Appointment of Mr. Madan Gopal Agarwal, (DIN - 02249947) as Whole-time Director of the Companyfor the period of 5 years and Revision/variation in his remuneration

FOR FOR

FOR FOR


FOR FOR

FOR FOR

FOR FOR

FOR FOR

Increase in total number of ESOP options under existing ESOP scheme of the Company

Consider and adopt the audited financial statements, reports of the Board of directors and auditors for the year ended 31st March 2017

Re-appointment of Mr. Jorge Solis (DIN: 07119701) who retires by rotation

Ratification of the appointment of M/s. S.R. Batliboi & Associates LLP (Firm registration no. 101049W), Chartered Accountants, Chennai as Statutory Auditors for the fourth consecutive year

Ratification of the remuneration payable to Mr. A N Raman, Practising Cost Accountant as Cost Auditor for 2017-18.

Approval of material related party transactions with WABCO Europe BVBA

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

The scheme of amalgamation between Telenor (India) Communications Private Limited and Bharti Airtel Limited and their respective shareholders and creditors under Sections 230 to 232 of the Companies Act, 2013

To receive, consider and adopt the Audited Standalone as well as Consolidated Financial Statements of the Company for the year ended 31st March, 2017 together with the Reports of Directors and Auditors thereon.

To consider declaration of final dividend on equity shares.

To appoint a director in place of Shri Ajay Narayan Deshpande (DIN: 03435179), who retires by rotation and beingeligible, offers himself for reappointment.

To fix remuneration of Auditors for the financial year 2017-18.

To appoint Shri Vipin Chander Bhandari (DIN: 07550501) as Director (HR) of the Company.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

To appoint Shri Rakesh Kumar Sabharwal (DIN: 07484946) as Director (Commercial) of the Company.

To appoint Ms. Shazia Ilmi Malik (DIN: 07777804) as Non-official Part-time Independent Director of the Company.

To appoint Shri Jagdish Chander Nakra (DIN: 07676468) as Director (Projects) of the Company.

To receive, consider and adopt the Audited Financial Statements (including Consolidated Financial Statements) of the Company for the Financial Year ended 31st March, 2017, the Reports of the Board of Directors and Auditors thereon.

To note the payment of Interim Dividend and declare Final Dividend for the Financial Year 2016-17.

To appoint a Director in place of Shri Ravi P. Singh (DIN: 05240974), who retires by rotation and being eligible, offers herself for re-appointment.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

To fix the remuneration of the Statutory Auditors for the Financial Year 2017-18.

Appointment of Shri K. Sreekant (DIN: 06615674) as a Director liable to retire by rotation.

Appointment of Shri Prabhakar Singh (DIN: 01391766) as a Director liable to retire by rotation.

Appointment of Shri Tse Ten Dorji (DIN: 03469466) as an Independent Director.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR ABSTAIN

Appointment of Ms. Jyotika Kalra (DIN: 07179640) as an Independent Director for the period - 16th February, 2017 to 6th April, 2017.

Ratification of remuneration of the Cost Auditors for the Financial Year 2017-18.

10. Enhancement of borrowings from `1,50,000 crore to `1,80,000 crore

To raise funds up to `20,000 crore, from domestic market through issue of secured / unsecured, non-convertible, noncumulative/ cumulative, redeemable, taxable / tax-free Debentures/Bonds under Private Placement during the Financial year 2018-19 in upto twenty tranches/offers.

To alter the object clause of the Memorandum of Association of the Company in line with the provisions of Companies Act, 2013.

To alter the Articles of Association of the Company in line with the provisions of Companies Act, 2013.

To elect three Directors from amongst the shareholders of the Bank(other than the Central Government) in terms of Section 9(3) (i) of the Banking Companies (Acquisition and Transfer Undertakings) Act, 1980

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

a) To consider and adopt the audited financial statement of the Company for the financial year ended on31 March 2017 and the Reports of the Board of Directors and Auditors thereon. b) To consider and adopt the Audited consolidated financial statement of the Company for the financial year ended on 31 March 2017 and the reports of Auditors thereon.

To confirm the Interim Dividend of ` 3/- (` 10/- Face value per share) and ` 0.90 per equity share (Face value of ` 1/-) already paid in February 2017 & March 2017 respectively and to declare Final Dividend of ` 1.05/- per Equity Share (Face value of ` 1/-).

To appoint a Director in place of Mr Nataraj Krishnappa (DIN: 07506012), who retires by rotation and beingeligible, offers himself for re-appointment.

Appointment of Mrs Anandi Ramalingam as Director

Appointment of Mr M V Gowtama as Director

Appointment of Mr R N Bagdalkar as Director

Ratification of remuneration of the Cost Auditor

Approval for the issue of Bonus Shares

Adoption of Annual Financial Statements as on March 31, 2017

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Confirmation of payment of Interim Dividend and Declaration of Final Dividend payable to members

Reappointment of Dr. P. Alli Rani, Director (Finance)

Reappointment of Shri S. K. Sharma, Director

To take note of appointment of Statutory Auditors and authorisation for their remuneration

Appointment of Shri V. Kalyana Rama, as Chairman and Managing Director/ CONCOR

To adopt Financial result for the year ended 31st March,2017

To appoint Mr. George Jacob Muthoot, who retires by rotation and being eligible, offers himself for re-appointment

To appoint Mr. Alexander Muthoot George, who retires by rotation and being eligible, offers himself for re-appointment

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

To appoini M/s Vama & Vama, Chartered Accountants as Statutory Auditors of the Companyand fixing their remuneration

To approve offer invitation to subsribe to Non-convertible Debentures on Private placement basis

To re-appoint Ms. Pamela Anna Mathew as Independent Director

To appoinl Mr. Jose Mathew as Independenl Director

To apooint justice (Retd.) Jacob Benjamin Koshy as Independent Director

To appoint Mr. Pratip Chaudhuri as Independent Director

Adoption of audited standalone financial statements and consolidated financial statement of the Company forthe year ended March 31, 2017, the reports of the Board of Directors and Auditors thereon.

Confirmation of payment of interim dividend and to declare final dividend for the year 2016-17.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Re-appointment of Shri K.K. Sharma (DIN: 03014947), who retires by rotation

Fixation of remuneration of Statutory Auditors

Appointment of Shri Saptarshi Roy (DIN: 03584600), as Director (Human Resources)

Appointment of Shri Anand Kumar Gupta (DIN: 07269906), as Director (Commercial)

7. Ratification of remuneration of the Cost Auditors for the financial year 2017-18

8. Raising of funds upto ` 15,000 Crore through issue of Bonds/Debentures on Private Placement basis

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Amending Articles of Association of the Company to insert provision regarding Consolidation and re-issuanceof debt Securities

To receive, consider and adopt the audited financial statements including consolidated financial statements of the Company for the financial year ended March 31, 2017, the Reports of the Board of Directors and Auditors thereon.

To confirm interim dividend as total dividend for the financial year 2016-17.

To appoint a Director in place of Shri Arun Kumar Verma (DIN:02190047), who retires by rotation and being eligible, offers himself for re-appointment.

To fix the remuneration of the Statutory Auditors

To appoint Shri Rajeev Sharma (DIN: 00973413), as Director of the Company

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

To appoint Shri Chinmoy Gangopadhyay (DIN: 02271398), as Director of the Company

To appoint Shri Sitaram Pareek (DIN: 00165036), as Director of the Company

To appoint Shri Naveen Bhushan Gupta (DIN : 00530741), as Director of the Company

Raise funds upto `65,000 crore through issue of bonds/Debentures/notes/debt securities on Private Placement basis

Adoption of Balance Sheet as on March 31, 2017, the Statement of Profit and Loss for the year ended on that dateand the Reports of the Board of Directors and the Auditors thereon.

Appointment of a Director in place of Ms. Maria Smith (DIN: 07182337), who retires by rotation and, being eligible,offers herself for re-appointment.

Confirmation of interim dividend of ` 170 per equity share for the financial year ended March 31, 2017 as the final dividend for the financial year ended March 31, 2017.

FOR ABSTAIN

FOR ABSTAIN

Appointment of Branch Auditors. FOR ABSTAIN

Adoption of Financial Statements FOR FORDividend FOR FOR

FOR FOR

Appointment of Auditor FOR FOR

FOR FOR

Appointment of Dr. Satish Deodhar FOR FOR

FOR FOR

Appointment of M/s. Mukund M Chitale & Co., Chartered Accountants (ICAI Firm Registration no. 106655W) as theStatutory Auditors of the Company, to hold office from the conclusion of this Annual General Meeting till the conclusion of the Annual General Meeting to be held in the year 2022, subject to annual ratification by the Members, and to fix their remuneration.

Appointment of Ms. Kimberly Woolley (DIN: 07741017), as a Director of the Company, liable to retire by rotation.

Appointment of Mr. Bhogibhai B. Patel as a Director

Appointment of Mr. Hemendrakumar Shah

Approval of Audited Financial Statements including Consolidate Financial Statement for the year 2016-17 along with reports of Board and Auditors thereon.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Adoption of Financial Statements. FOR FORFOR FOR

FOR FOR

FOR FOR

Consider and declare the Dividend for the year 2016-17

Re-election of Shri Aniruddh Kumar as Director (Rail & Metro Business)

Re-election of Shri Sanjay Prasad as Director

Fixation of remuneration of the Statutory Auditors for the year 2017-18

Ratification of Remuneration to Cost Auditors for the year 2017-18

Re-appointment of Mr. Sudhindar Krishan Khanna as Director.

Ratification of the appointment of Statutory Auditors.

Re-appointment of Mr. Shiv Nadar as the Managing Director of the Company.

FOR FOR

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Appointment of Mr. Deepak Kapoor as an Independent Director of the Company.

To receive, consider, approve and adopt the audited standalone & consolidated financial statements of the Company for the financial year ended March 31, 2017 along with the Reports of the Board of Directors and Auditors thereon.

To confirm the payment of Interim Dividend and declare Final Dividend on equity shares of the Company for the financial year 2016-17.

To appoint a Director in place of Dr. Arun Kumar Verma (DIN: 02190047), who retires by rotation and being eligible, offers himself for re-appointment.

To fix the remuneration of Statutory Auditors for the financial year 2017-18.

Approval for Related Party Transactions proposed to be entered by the Company.

Approval for Private Placement of securities.

Adoption of Financial statements of the Company for the year ended 31st March, 2017 together with the Directors’ Report and Auditors’ Report thereon

Declaration of Dividend for the financial year 2016-17

Re-appointment of Shri Subrata Biswas (DIN: 07297184) who retires by rotation

Re-appointment of Shri T. Chokalingam (DIN: 07428614) who retires by rotation

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Issue of Bonus Share FOR FOR


FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Authorize the Board of Directors to fix the remuneration of the Auditors for the year 2017-18

Ratification of Remuneration of Cost Auditors for financial year 2017-18

Appointment of Shri Bhaskar Jyoti Mahanta (DIN: 07487571) as Director

Appointment of Smt. Surama Padhy (DIN: 07681896) as Director

Re-appointment of Directors Retiring by Rotation - Mr Gautam Thapar (DIN:00012289).

Re-appointment of Directors Retiring by Rotation - Dr Omkar Goswami (DIN:00004258).

Ratification of Appointment of Statutory Auditor

Ratification of Remuneration payable to Cost Auditor

Appointment of Independent Director - Mr Jitender Balakrishnan (DIN:00028320)

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Adoption of the Audited Financial Statements (including the Audited Consolidated Financial Statements) of the Company for the financial year ended 31st March 2017, together with the Reports of the Board of Directors and Auditors thereon.

Declaration of Dividend on Equity Shares for the financial year ended 31st March 2017.

Appointment of Director in place of Mr. Kumar Mangalam Birla (DIN: 00012813), who retires by rotation and, being eligible, offers himself for re-appointment.

Ratification of appointment of M/s. B S R & Co. LLP, Chartered Accountants (Registration No. 101248W/W-100022), as the Joint Statutory Auditors of the Company and to fix their remuneration.

Appointment of S R B C & Co., LLP, Chartered Accountants (Registration No. 324982E), as the Joint Statutory Auditors of the Company and to fix their remuneration.

Issuance of Non-Convertible Debentures on private placement basis.

Ratification of the remuneration of the Cost Auditor M/s. D.C. Dave & Co., Cost Accountants (Registration No. 000611), for financial year ending 31st March 2018.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Alteration of Articles of Association of the Company.

To receive, consider and adopt:(a) the Audited Financial Statements of the Company for the Financial Year ended March 31, 2017,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 March31, 2017 together with Report of the Auditors thereon

To declare dividend on Equity Shares of the Company.

To appoint a Director in place of Mr. Arvind Thakur (DIN 00042534), who retires by rotation and, beingeligible, offers himself for re-appointment.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

To appoint S R Batliboi & Associates LLP, Chartered Accountants (Firm Registration No. 101049W/E300004) as Statutory Auditors of the Company in place of retiring auditors M/s Price Waterhouse,Chartered Accountants (FRN 301112E), to hold offi ce from the conclusion of this Annual General Meetinguntil the conclusion of the 30th Annual General Meeting of the Company and fi x their remuneration.

To appoint Ms. Holly Jane Morris (DIN 06968557) as Independent Director of the Company

To receive, consider and adopt the Audited Financial Statements (Standaloneand Consolidated) of the Company for the financial year ended 31st March2017 and the reports of the Board of Directors' and Auditors' thereon.

To confirm the payment of first Interim dividend of Rs.4.15 ps per Equity Shareand to declare final divided of Re. 1.00 per Equity Share of Re.1.00 each forthe financial year 2016-17.

To appoint a Director in place of Shri Devinder Singh Ahluwalia (DIN:02164448), who retires by rotation and being eligible, offers himself for reappointmentas Director (Finance) of the Company.

FOR FOR

FOR FOR

To appoint a Director in place of Dr. Narendra K Nanda, (DIN: 02455894),who retires by rotation and being eligible, offers himself for re-appointmentas Director (Technical) of the Company.

To fix remuneration of Statutory Auditors for the financial year 2017-18In terms of the Section 142 of the Companies Act, 2013, the remunerationof Auditors of Government Companies, appointed by Comptroller andAuditor-General of India, shall be fixed by the Company in General Meetingor in such manner as the Company in General Meeting may determine. Hence,it is proposed that the Members may authorize the Board to fix theremuneration of the Statutory Auditors of the Company for the financial year2017-18, as may be deemed fit.

FOR FORTo appoint Shri Saraswati Prasad (DIN: 07729788) as a Director on the Boardof the Company and in this regard to consider and if thought fit, to pass, withor without modification(s) the following resolution as an Ordinary Resolution:"RESOLVED THAT pursuant to the order No. 1/16/2015-BLA dated 08-02-2017 of Ministry of Steel, Government of India, Shri Saraswati Prasad (DIN:07729788), Additional Secretary and Financial Advisor (AS&FA), Ministry ofSteel appointed as Government Director of the Company, was appointed asan Additional Director of the Company by the Board of Directors in termsof Section 161 of the Companies Act, 2013 (the Act) and the Articles ofAssociation of the Company and who holds office up to the date of this AnnualGeneral Meeting and in respect of whom the Company has received a noticein writing under Section 160 of the Companies Act, 2013 proposing his

FOR FOR

FOR FOR

FOR FOR

Declaration of dividend. FOR FOR

FOR FOR

To ratify the remuneration of the Cost Auditors of the Company for thefinancial year 2017-18 and in this regard to consider and if thought fit to pass with or without modification(s) the following resolution as an Ordinary Resolution:"RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), the Company hereby ratifies the remuneration of Rs. 6.00 lakhs (excluding applicable tax, travelling, out-of-pocket expenses and other incidental expenses) payable to M/s Prasad Bharathula & Associates, Cost and Management Consultants having office at H.No.2-4-911, Road No.6, Samatapuri Colony, Post. Saroornagar, Hyderabad - 500 035 appointed as the Cost Auditors by the Board of Directors of the Company for conducting the audit of the cost records of the Company and providing Cost Audit Report, and all such reports, annexures, records, documents etc., for the financial year 2017-18, that may be required to be prepared and submitted by the Cost Auditors under applicable statute. Appointment of Mr. Baijendra Kumar as cadidate for the office of Director, be appointed as a Direcotr and Chairman cum managing Director, of the company, liable to retire by rotation

Adoption of audited stand-alone and consolidated financial statements, report of the Directors and auditors for theyear ended 31st March, 2017.

Appointment of Shri S.Sreekanth Reddy, who retires by rotation and is eligible for re-appointment, as Director.

FOR FOR

FOR FOR

FOR FOR

Adoption of financial statements FOR FORDeclaration of Dividend FOR FOR

FOR FOR

Appointment of Statutory Auditor FOR FOR

FOR FOR

FOR FOR

FOR ABSTAIN

Appointment of Smt. S.Rachana, who retires by rotation and is eligible for re-appointment, as Director.

Ratification of appointment of auditors.

Ratification of remunation payable to the cost auditors.

Re-appointment of Mr. D.L. Sharma as a director liable to retire by rotation

Ratification of Method of Valuation of Options granted under Vardhman Textiles LimitedEmployee Stock Option Plan 2016 under SEBI (Share Based Employee Benefits) Regulations, 2014

Ratification of remuneration payable to Cost Auditors for the financial year ending 31st March, 2018

To consider and adopt (a) the Audited Financial Statement of the Company for the financial year ended March 31, 2017 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, 2017 andthe report of Auditors’ thereon

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

To appoint Mr. Naveen Jindal (DIN: 00001523), who retires by rotation and being eligible, offers himself for re-appointment as a Director

To appoint Mr. Rajeev Rupendra Bhadauria (DIN: 00376562), who retires by rotation and being eligible, offers himself for re-appointment as a Director

To ratify the appointment of M/s Lodha & Co., Chartered Accountants (Firm Registration No. 301051E), as Statutory Auditors of the Company from the conclusion of 38th Annual General Meeting till the conclusion of 39th Annual General Meeting of the Company and to fix their remuneration


To appoint Mr. Kuldip Chander Sood (DIN: 01148992) as an Independent Director

To appoint Dr. Amar Singh (DIN: 07800513) as an Independent Director

To appoint Mr. Anjan Barua (DIN: 01191502) as a a Nominee Director

To contribute/make donation to charitable and other funds

To re-appoint Mr. Naveen Jindal (DIN: 00001523) as a Wholetime Director, designated as Chairman of the Company

To re-appoint Mr. Rajeev Rupendra Bhadauria (DIN: 00376562) as a Wholetime Director of the Company

To re-appoint Mr. Dinesh Kumar Saraogi (DIN: 06426609) as a Wholetime Director of the Company

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

To approve conversion of loan into equity shares of the Company pursuant to Strategic Debt Restructuring (SDR) Scheme

To approve issuance of further securities

To approve issuance of Non-Convertible Debentures

To approve Jindal Steel & Power Limited Employee Stock Option Scheme -2017 (“JSPL ESOP Scheme- 2017 or Scheme”)

To approve granting of options to the employees of Subsidiary Company(ies) of the Company under JSPL ESOP Scheme -2017

To increase in Authorised Share Capital of the Company

To receive, consider and adopt the (i) the Audited Standalone Financial Statements of the Company for the Financial Year ended 31st March, 2017 together with Reports of theBoard of Directors and Auditors thereon.(ii) the Audited Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2017 and the Report of the Auditors thereon.

To appoint a director in place of Shri Anil Kumar Chaudhary (DIN:03256818), who retires by rotation at this Annual General Meeting and is eligible for re-appointment.

To appoint a director in place of Shri Kalyan Maity (DIN:06530613), who retires by rotation at this Annual General Meeting and is eligible for re-appointment.

To fix the remuneration of the Auditors of the Company appointed by the Comptroller & Auditor General of India for the Financial Year 2017-18.

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

To appoint Dr. Samar Singh (DIN:07725642) as an Independent Director of the Company.

To appoint Shri Nilanjan Sanyal (DIN:03026624) as an Independent Director of the Company.

To appoint Ms. Soma Mondal (DIN:06845389) as a Whole-time Director of the Company.

To Authorise Board to borrow money beyond the Share Capital and Free Reserve of the Company upto Rs.40,000 crore.

To obtain consent for Borrowings upto Rs.5,000 crore through private placement and creation of charge on the assets of the Company.

To ratify Remuneration of Cost Auditors of the Company.

Adoption of Audited Financial Statements of the Company for theFinancial Year ended March 31, 2017 together with the Report ofthe Board of Directors and Auditors thereon.

Confirmation of Interim Dividend already paid, as final dividendfor the financial year ended March 31, 2017

To re-appoint a Director in place of Mr. S. Selvam (DIN: 00727439)who retires by rotation and being eligible, offers himself forre-appointment.

Appointment of M/s. Deloitte Haskins & Sells LLP,Chartered Accountants as Statutory Auditors of the Company

Ratification of the remuneration of the Cost Auditor for the financialyear ending March 31, 2017 and March 31, 2018.

FOR FOR

Issue of Bonus shares FOR FOR

FOR FOR

FOR FOR

FOR FOR

Increase in Authorised Share Capital and consequent alteration to the Capital Clause of the Memorandum ofAssociation

To authorise the Board of Directors to borrow, from time to time, any sum or sums of money, notwithstanding that themonies to be so borrowed together with the monies already borrowed by the Company (apart from temporary loansobtained from the Company’s bankers in the ordinary course of business) may exceed the aggregate of the Company’spaid-up share capital and its free reserves, but shall not exceed Rs. 5,000 Crore (Rupees Five Thousand Crore only).

To receive, consider and adopt :a) the audited standalone fi nancial statements of the Company for the fi nancial year ended March 31, 2017, the reports of the Board of Directors and Independent Auditors thereon;b) the audited consolidated fi nancial statements of the Company for the fi nancial year ended March 31, 2017, the reports of the Independent Auditors thereon;

To approve interim dividend of `2.80 per equity share already paid during the year, for the fi nancial year 2016-17

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

To appoint a Director in place of Shri V Balasubramanyam (DIN:06965313), who retires by rotation at this Annual General Meeting and being eligible, offers himself for re-appointment

To appoint Shri Subhash Chandra (DIN 07612049) as Director of the Company

To appoint Shri Sanjib Kumar Roy (DIN 06756812) as Director (P&T) of the Company

To appoint Ms. Kiran Ghai Sinha (DIN 07726477) as Director of the Company

To appoint Dr. N K Singh (DIN 03361541) as Director of the Company

To ratify the remuneration of Cost Auditors for the fi nancial year 2017-18.

Appointment of Mr. Nagendra Nath Sharma as Part time Non official (Independent ) Drector

Appointment of Mr. Achla Sinha as Part time Non official (Independent ) Drector

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

To receive, consider and adopt the Audited Financial Statements of the Company for the Financial Year ended March 31, 2017, together with the Reports of the Auditors and comments of the comptroller and Auditor General of India thereof

To confirm the payment of interim dividend and to declare final dividend on equity shares for the financial year 2016-17

To appoint a Director in place of Mr. Shri Biswajit Roy, Director (HR&BD) (DIN 07109038), who retires by rotation and offers himself for re-appointment.

To authorize Board of Directors to decide remuneration/fees of the joint statutory auditors for the FY 2017-18

To appoint Dr. P Chnadrasekaran (DIN: 07778883) as Director of the company

To ratify the remuneration of the cost auditors for the financial year ending March 31, 2018

FOR FOR

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR FOR

FOR FOR

FOR FOR

FOR FOR

To approve issuance of Debentures on private placement basis

Adoption of Accounts for the year ended March 31,2017 and the Reports of the Auditors and Directors thereon.


Re-appointment of Mr. Sijbe Hiemstra as Director, liable to retire by rotation.

Appointment of Auditors and fixing their Remuneration.

Payment of additional performance bonus to Mr. Ajay Kapur, Managing Director & CEO, for the CorporateFinancial Year 2016.

Revision in the terms of payment of remuneration to Mr.Ajay Kapur, Managing Director & CEO.

Special Resolution for Sale / Transfer of the Company’s Non- Core Business undertaking of Infra Support Services(including set top boxes, dish antenna etc., and related services) to Dish Infra Services Private Limited, a Whollyowned Subsidiary of the Company, on a going concern basis, as per postal Ballot Notice of the Company dated August 17,2017 read with Explanatory statement thereto.

Adoption of Audited Financial Statements, Reports of the Board of Directors and Auditors for the year ended 31st March, 2017

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR


Declaration of dividend on Equity Shares for the financial year ended 31st March, 2017

Re-appointment of Mr. Kiran S. Divi (DIN:00006503), who retires by rotation and being eligible, offers himself for re-appointment

Appointment of Statutory Auditors and fixation of their remuneration

Appointment of Dr. Ramesh B. V. Nimmagadda (DIN:07854042) as an Independent Director

Appointment of Ms. Nilima Motaparti (DIN:06388001) as a Whole-time Director

Appointment of Dr. S. Ganapaty (DIN: 07872766) as an Independent Director

Adoption of the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended on 31st March, 2017 and the reports of the Directors and Auditors thereon

FOR FOR

FOR ABSTAIN

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Appoint a Director in place of Shri. Prithvi Raj Jindal who retires by rotation, and being eligible, offers himself for re-appointment.

Appoint a Director in place of Ms. Shradha Jatia, who retires by rotation, and being eligible, offers himself for re-appointment.

Appointment of Price Waterhouse Chartered Accountants LLP as Statutory Auditors and Fixing their remuneration

Re-appointment of Shri Hawa Singh Chaudhary, Whole time director of the company

Ratificatin of remuneration pai to M/s. R. J. Goel and Co. Cost Accountants for the year 2017-18.

Approval for raising of debentures on private placement basis

Approval for issuing of securities to Qualified Institutional Buyers

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Approval for issuing of ADR, GDR, and FCCB in foreign Market

Approval of the Scheme of Amalgamation between JM Financial Institutional Securities Limited and JM FinancialInvestment Managers Limited and JM Financial Limited and their respective shareholders and related matters thereto

Adoption of Audited Standalone & Consolidated Financial Statements for the year ended 31st March, 2017

To recommend dividend for the Financial Year 2016-17

Re-appointment of Dr. Ashok Haldia (DIN: 00818489) as a Director, who retires by rotation

Ratification of appointment of Statutory Auditor and fix their Remuneration in this regard

Appointment of Shri Arun Kumar (DIN: 01853255) as Nominee Director

Appointment of Shri Kulamani Biswal (DIN: 03318539) as Nominee Director

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Appointment of Dr. Rajib Kumar Mishra (DIN: 06836268) as Nominee Director

Appointment of Dr. Pawan Singh (DIN : 00044987) as Whole-Time Director of the Company

Increase in borrowing power of the Board of Directors of the Company

Creation of security on the properties of the Company in favour of the lenders

Issuance of Non-Convertible Debentures on private placement basis.

Adoption of Audited Standalone & Consolidated Financial Statements for the year ended 31st March, 2017

To declare dividend for the Financial Year 2016-17

Re-appointment of Shri Ajit Kumar (DIN: 06518591) as a Director, who retires by rotation

Re-appointment of Shri Rajib Kumar Mishra (DIN: 06836268) as a Director, who retires by rotation

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR For

FOR For

FOR For

FOR For

Ratification of appointment of Statutory Auditor and fix their Remuneration in this regard

Appointment of Shri Chinmoy Gangopadhyay (DIN: 02271398) as Nominee Director (Non- Executive)

Appointment of Shri Mahesh Kumar Mittal (DIN: 02889021) as Nominee Director (Non- Executive)

Appointment of Shri Krishna Singh Nagnyal (DIN: 06857451) as Nominee Director (Non- Executive)

Appointment of Shri Arun Kumar Verma (DIN: 02190047) as Nominee Director (Non- Executive)

Appointment of Shri Rakesh Kacker (DIN: 03620666) as an Independent Director

Appointment of Shri Jayant Purushottam Gokhale (DIN: 00190075) as an Independent Director

Appointment of Mr. Mathew Cyriac as a Director

Adoption of Audited Financial Statements of the Company for the financial year ended 31st March, 2017, the Reports of the Board of Directors and the Auditors thereon.

Adoption of Audited Consolidated Financial Statements of the Company for the financial year ended 31st March, 2017 and the Reports of the Auditors thereon.

Confirmation of Interim Dividend of Rs.1.25 per share already paid for the financial year ended 31st March, 2017.

Appointment of Mr. N Srinivasan as Director.

FOR For

FOR For

FOR For

FOR For

FOR For

Ratification of appointment M/s. S R Batliboi & Associates LLP as Statutory Auditors of the Company for the financial year, 2017-18 and fixing their remuneration.

Appointment of Mr. A Vellayan as Director, liable to retire by rotation.

Appointment Mr. M B N Rao as Independent Director.

Appointment Mrs. Shubhalakshmi Panse as Independent Director.

Appointment of Mr. N Ganesh as Manager of the Company, in terms of the Companies Act, 2013 & the Rules thereunder and the terms thereof.

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

To receive, consider and adopt:(a) the Audited Standalone Financial Statements of the Company for the financial year ended March 31,2017 including the Audited Balance Sheet as at March 31, 2017 and the Statement of Profit and Lossfor the year ended on that date together with the Reports of the Board of Directors and the Auditorsthereon;(b) the Audited Consolidated Financial Statements of the Company for the financial year ended March 31,2017 including the Audited Consolidated Balance Sheet as at March 31, 2017 and the ConsolidatedStatement of Profit and Loss for the year ended on that date together with the Report of the Auditorsthereon.

To appoint a director in place of Mrs. Rita Kishore Sinha (DIN: 00945652), Non-Executive Director, whoretires by rotation and, being eligible, offers herself for re-appointment.

To appoint M/s. Saxena and Saxena, Chartered Accountants as Statutory Auditors of the Company and tofix their Remuneration.

Appointment of Mr. Devdas Apte (DIN: 03350583) as Independent Director of the Company to hold officefor a period of 5 years.

Re-appointment of Mr. Ashok Kumar Mattoo (DIN: 00097757), Independent Director of the Company, tohold office for a period of 5 years.

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

Alteration of Articles of Association. FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

Re-appointment of Mr. Amrendra Prasad Verma (DIN: 00236108), Independent Director of the Company,to hold office for a period of 5 years.

Re-appointment of Mr. Arun Kumar Batra (DIN: 00023269), Independent Director of the Company, to holdoffice for a period of 5 years.

Modification of terms of appointment of Mr. Arvind Kumar Prasad, Director Finance of the Company.

Ratification of Employee Stock Option Plan – 2016

Approval of right to appoint a Nominee Director

Consideration and adoption of :a) Audited Financial Statement for the financial year ended March 31, 2017 and the Reports of theBoard of Directors and Auditors thereonb) Audited Consolidated Financial Statement for the financial year ended March 31, 2017 and theReport of the Auditors thereon

Appointment of S.R. Batliboi & Associates LLP, Chartered Accountants as Auditors of the Company andfixing their remuneration

Appointment of Mr. P.M.S. Prasad as a Director, liable to retire by rotation

Appointment of Mr. K.R. Raja as a Director, liable to retire by rotation

Ratification of the remuneration of the Cost Auditor for the financial year ending March 31, 2018

FOR ABSTAIN

FOR FOR

FOR FOR

FOR FOR

Approval for offer or invitation to subscribe to Redeemable Non-Convertible Debentures on private placement

Approval of composite scheme of arrangement between future retail limited and Bluerock eservices private limited and Praxis Home retail limited and their respective shareholders and related matters thereto.

Renewal/enhancement of Mortage/charge on select immovable properties/movable properities of the company

To consider and adopt:a. the Audited Financial Statements of the Company for the financial year ended 31st March, 2017 together with the Reports of Directors and Auditors thereon; and b. the Audited Consolidated Financial Statements of the Company for the financial year ended 31st March, 2017 together with the Report of Auditors thereon;

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR AGAINST

FOR AGAINST

FOR AGAINST

FOR FOR

FOR FOR


3. Re-appointment of Shri Dharam Pal Jindal as Director who retires by rotation.

4. Appointment of Auditors and fixing their remuneration.

Appointment of Shri Shiv Kumar Singhal as Director

Appointment of Shri Shiv Kumar Singhal as Whole Time Director

Approval of related party transaction(s) with Star Drilling Pte. Ltd.

Approval of related party transaction(s) with Dev Drilling Pte. Ltd.

Approval of related party transaction(s) with Jindal Pipes Ltd

Approval of the Remuneration of M/s R. J. Goel & Co., as Cost Auditors

To receive, consider and adopt the Financial Statements of the Company for the year ended March 31,2017 including audited Balance Sheet as at March 31, 2017 and the Statement of Pro?t & Loss andCash Flow Statement for the year ended as at that date, along with the Reports of the Board of Directorsand Auditors thereon.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

To receive, consider and adopt the Consolidated Financial Statements of the Company and itssubsidiary for the year ended March 31, 2017 and the Reports of the Auditors thereon.

To appoint a Director in place of Mr. Ashwani Windlass (holding DIN:00042686), who retires by rotationand being eligible offers himself for re-appointment.

To appoint a Director in place of Mr. Sanjay Omprakash Nayar (holding DIN: 00002615), who retiresby rotation and being eligible offers himself for re-appointment.

To consider and ratify the appointment of M/s Deloitte Haskins & Sells, LLP, Chartered Accountants, asthe Statutory Auditors of the Company for ?nancial year 2017-18 and to ?x their remuneration.

To consider and approve partial modi?cation in respect of remuneration payable to Mr. Mohit Talwar(holding DIN: 02394694) as Managing Director of the Company, with effect from April 1, 2017 untilJanuary 14, 2019, by way of removal of sub-limits and authorization to the Board of Directors and / orNomination and Remuneration Committee to determine and regulate the remuneration from time-totime,within the overall limits as approved earlier by the shareholders of the Company in last AnnualGeneral Meeting, as detailed in the resolution.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR ABSTAIN

FOR FOR

FOR FOR

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

(a) Audited Financial Statement, Report of the Board of Directors and Auditors. (b) Audited Consolidated Financial Statement.


Reappointment of Mr. Nitin R. Patel (DIN: 00466330) who retires by rotation.

Reappointment of Mr. Vipul H. Patel (DIN: 06634262) who retires by rotation.

Appointment of Statutory Auditors and fixing their remuneration.

To approve and ratify Related Party Transactions.

Reappointment of Mr. Arun S. Patel (DIN: 06365699) as an Independent Director of the Company.

Appointment of Mr. Shashin V. Patel (DIN: 00048328) as a Chairman & Managing Director of the Company for a period of three Years.

Reappointment of Mr. Nitin R. Patel (DIN: 00466330) as a Whole-time Director Designated as an Executive Director of the Company for further period of three Years.

Reappointment of Mr. Vasistha C. Patel (DIN: 00048324) as a Whole-time Director Designated as an Executive Director of the Company for further period of three Years.

FOR ABSTAIN

FOR FOR

Alteration of Articles of Association. FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Reappointment of Mr. Vikram R. Patel (DIN: 00048318) as a Whole-time Director Designated as an Executive Director of the Company for further period of three Years.

To approve the place of keeping and inspection of Registers, Returns etc.

Ratification of Remuneration to Cost Auditor

Consider and adopt:(a) Audited Standalone Financial Statements, Report of the Board of Directors and Auditors thereon.(b) Audited Consolidated Financial Statements and the Report of Auditors thereon.

Re-Appointment of Mr. Nitin R. Patel (DIN: 00466330) who retires by rotation.

Ratification of Appointment of Joint Statutory Auditors and fixing their remuneration.

Ratification of Remuneration of Cost Auditor.

FOR FOR

FOR FOR

Increase in borrowing limits. FOR ABSTAIN

FOR FOR

FOR FOR

FOR FOR

Re-appointment of Mr. Vasistha C. Patel (DIN: 00048324) as Managing Director.

Issue of Secured/Unsecured Non-Convertible Debentures and/or other Debt Securities on private placement basis.

Creation of charge on Company’s properties.

To approve conversion of loan into equity.

To consider and decide place of maintaining and keeping Register of Members & other registers at place other than the Registered Office of the Company.

Alteration of Articles of Association. FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Adoption of audited financial statements (including audited consolidated financial statements) of the Company and the reports of the Board of Directors and Auditors thereon for the financial year ended March 31, 2017

Declaration of dividend on Equity Shares

Re-appointment of Mr. Sailesh T. Desai (DIN: 00005443), who retires by rotation and being eligible offers himself for re-appointment

Re-appointment of Mr. Israel Makov (DIN: 05299764), who retires by rotation and being eligible offers himself for re-appointment

Appointment of Statutory Auditors and to fix their remuneration

Ratification of Remuneration of Cost Auditors for the financial year 2017-18

Appointment of Mr. Kalyanasundaram Subramanian (DIN: 00179072) as Director, liable to retire by rotation

Appointment of Mr. Kalyanasundaram Subramanian (DIN: 00179072) as Whole-time Director, without remuneration

FOR FOR

FOR FOR

Adoption of Accounts FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

Enabling approval for Fund Raising FOR ABSTAIN

Special Resolution for re-appointment and remuneration of Mr. Dilip S. Shanghvi (DIN: 00005588) as Managing Director

Approval of material related party transactions with a related party.

Re-appointment of Mr. Harpal Singh, who retires by rotation

Ratification of Appointment of Statutory Auditors

Ratification and Confirmation of Remuneration of Cost Auditors

Alteration of Articles of Association of the Company

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

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

To appoint a Director in place of Smt. Manjari Kacker (DIN 06945359), who retires by rotation under the provisions of the Companies Act, 2013 and being eligible, offers herself for re-appointment.

To ratify the appointment of the Auditors

Private Placement of Non-Convertible Debentures and/ or other Debt Securities.

Payment of remuneration to Cost Auditors for the financial year ending March 31, 2018.

Increase in Authorised Share Capital and Alteration of Memorandum of Association of the Company.

Adoption of new Articles of Association of the Company

Approval for issue and allotment of equity shares to the lenders by way of conversion of loans in terms of Strategic Debt Restructuring Scheme.

FOR ABSTAIN

To declare dividend on equity shares. FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

To consider and adopt,a) the audited standalone financial statement of the Company for the financial year ended March 31, 2017 and thereports of the Board of Directors and Auditors thereon andb) the audited consolidated financial statement of the Company for the financial year ended March 31, 2017 and the report of the Auditors thereon.

To appoint a Director in place of Shri S Seth (DIN 00004631), who retires by rotation under the provisions of theCompanies Act, 2013 and being eligible, offers himself for re-appointment.

To ratify the appointment of the Auditors

To appoint Auditors and to fix their remuneration

To consider and approve Private Placement of Non-Convertible Debentures (NCDs).

To consider and approve payment of remuneration to Cost Auditors for the financial year ending March 31, 2018.

To consider and adopt:a) the audited financial statement of the Company for the financial year ended March 31, 2017 and thereports of the Board of Directors and Auditors thereon, andb) the audited consolidated financial statement of the Company for the financial year ended March 31,2017 and the reports of the Auditors thereon.

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

To appoint a Director in place of Shri Sateesh Seth (DIN: 00004631), who retires by rotation under theprovisions of the Companies Act, 2013 and being eligible, offers himself for re-appointment.

To ratify the appointment of M/s. Pathak H. D. & Associates as the Auditors.

To appoint M/s. B S R & Co. LLP, Chartered Accountants as Auditors and to fix their remuneration

To consider re-appointment of Shri D J Kakalia as an Independent Director

To consider re-appointment of Smt. Rashna Khan as an Independent Director

To consider appointment of Shri K Ravikumar as an Independent Director

To consider appointment of Shri N Venugopala Rao as the Whole-time Director

To consider approval for Private Placement of Non-convertible Debenture

To consider and approve payment of remuneration to M/s. Talati & Associates, Cost Auditors for the financial year ended March 31, 2018

To consider and approve adoption of new Articles of Association of the Company.

To consider and approve borrowing limits of the Company

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR ABSTAIN

FOR ABSTAIN

To consider and adopt:a. the Audited Standalone Financial Statements of the Bank for the Financial Year ended 31st March, 2017 and the reports of the Board of Directors and the Auditors thereon; and b. the Audited Consolidated Financial Statements of the Bank for the Financial Year ended 31st March, 2017 and the reports of the Auditors thereon.

To appoint a director in place of Mr. Uttam Tibrewal (DIN: 01024940), who retires by rotation and being eligible, has offered himself for re-appointment.

To re-appoint M/S S.R. BATLIBOI & ASSOCIATES LLP, Chartered Accountants, (Registration No. 101049W/E300004) as the Statutory Auditors of the Bank

To confirm/ratify article no. 13(b) of articles of association of the bank.

To ratify employee stock option scheme 2015 of au small finance bank limited

To ratify employee stock option scheme 2016 of au small finance bank limited

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Approving the terms of re-appointment of Dr. Kamal K Sharma as Vice Chairman of the company, for a period of one year, w.e.f. Septmber 29, 2017

To receive, consider and adopt the Audited Financial Statements including Consolidated Financial Statements of the Company for the financial year ended on 31st March, 2017, together with the Board’s Report and the Auditors’ Report thereon and Comments of the Comptroller & Auditor General of India, in terms of Section 143 (6) of the Companies Act, 2013 and reply of the management thereto.

To declare final dividend on equity shares for the financial year 2016-17.

To appoint a Director in place of Shri D.D. Misra, who retires by rotation and being eligible, offers himself for re-appointment.

To appoint a Director in place of Shri ShashiShanker, who retires by rotation and being eligible, offers himself for re-appointment.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

To authorise Board of Directors of the Company to fix the remuneration of the Joint Statutory Auditors of the Company for the Financial Year 2017-18, in terms of the provisions of section 139(5) read with section 142 of the Companies Act, 2013.

To appoint Shri Deepak Sethi (DIN- 07729009) as Director of the Company.

To appoint VivekMallya (DIN- 05311763) as Director of the Company.

To appoint Shri Sumit Bose (DIN- 03340616) as Director of the Company.

To appoint Dr.Santrupt B. Misra (DIN- 00013625) as Director of the Company.

To appoint Shri Rajiv Bansal (DIN- 00245460) as Director of the Company.

To ratify the remuneration of the Cost Auditors for the financial year ending 31st March, 2018.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

To borrow/raise funds by issue of debt instruments

To create charges to secure the funds borrowed/raised by the Company

To receive, consider and adopt Standalone and Consolidated financial statements for the financial year ended 31stMarch, 2017 together with the Reports of the Directors’ and the Auditors’.

To declare a final dividend of Rs. 1.50/-per equity share for the year ended 31st March 2017.

To appoint a director in place of Mr. Ravindra R. Joshi (DIN: 03338134), who retires by rotation and being eligible,offers himself for re-appointment.

To appoint new Statutory Auditor, M/s P. G. Bhagwat, Chartered Accountants (Firm Registration no. 101118W) inplace of M/s S.R.B.C. & Co. LLP, Chartered Accountants, the retiring auditors, for a period of 5 years commencingfrom Financial Year 2017-18.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Re-appointment of Mr. Vaibhav S. Mahajani as an Independent Director.

Approval for Related Party transaction to be entered with Ningbo Shenglong PCL Camshafts Company Limited bythe Company.

Approval of remuneration of the Cost Auditors.

Re-appointment of Mr. Yatin S. Shah as Chairman and Managing Director and to fix his remuneration.

Payment of remuneration to Dr. Mrs. Suhasini Y. Shah, Whole-time Director of the company

FOR FOR

FOR FOR

FOR AGAINST

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Payment of remuneration to Mr. Ravindra R. Joshi, Whole-time Director & CFO of the company

Payment of Commission to Non-Executive Directors

Approval for payment by the members for the service of the documents

To receive, consider and adopt standalone and consolidated Annual Financial Statements as at the 31st March, 2017 and the Report of Directors and Auditors thereon.

To declare the Dividend on 12% Optionally Convertible Redeemable Preference Shares for the financial year ended 31st March, 2017.

To declare the Dividend on Equity Shares for the financial year ended 31st March, 2017.

To appoint a Director in place of Shri Shekhar Agarwal (DIN: 00066113) who retires by rotation and, being eligible, offers himself for reappointment.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

To appoint a Director in place of Shri Prakash Maheshwari (DIN: 02388988) who retires by rotation and being eligible, offers himself for reappointment.

Appointment of M/s Lodha & Co., Chartered Accountants (FRN: 301051E) as Joint Statutory Auditor and to fix their remuneration.

To ratify the appointment of M/s S. S. Kothari Mehta & Co. Chartered Accountants (Firm Registration No. 000756N) as the Joint Statutory Auditor and to fix their remuneration.

Adoption of new Articles of Association.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Special Resolution under Section 180(1)(a) for creation of mortgage(s) and charges in addition to the existing mortgages, charges and hypothecations created on the assets of the Company in favour of:• Central Bank of India (Central Bank) in connection with Term Loan of H72.00 crore under Technology Up-gradation Fund Scheme (TUFS).• HDFC Bank Ltd (HDFC Bank) in connection with Term Loan of H12.00 crore under Technology Up-gradation Fund Scheme (TUFS).• Yes Bank Limited (Yes Bank) in connection with Term loan of H25.00 crore for financing capex incurred / to be incurred.

Special Resolution under Section 180(1)(a) for creation of mortgage(s) and charges on such terms and conditions as may be decided by the Board up to an aggregate amount of H2000 crore.

Approval of the remuneration payable to M/s. N. D. Birla & Co., Cost Accountants (Firm Registration No. 000028) as Cost Auditor of the Company for the financial year ending 31st March, 2018.

Revision in remuneration of Shri Prakash Maheshwari (DIN:02388988) as Executive Director of the Company.

FOR FOR

FOR FOR

To declare Dividend on Equity Shares. FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

13 Approval of the issue of Redeemable Non-Convertible Debentures on private placement basis for an amount not exceeding H150 crores.

To receive, consider and adopt the Audited Financial Statements of the Company (including consolidated financial statements) for the financial year ended March 31, 2017, together with the Reports of the Board of Directors and Auditors’ thereon.

To appoint Director in place of Mr. Mohib N. Khericha (DIN: 00010365) who retires by rotation and beingeligible seeks re-appointment

To appoint Auditors and fix their remuneration

To ratify remuneration payable to the Cost Auditors

To revise remuneration payable to Managing Director

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Regularization of Additional Director FOR FOR

FOR FOR

To appoint Mr. K. G. Prabhakar (DIN: 07187463) as a Whole-time Director

To receive, consider and adopt the audited standalone and consolidated financial statement for the year ended March 31, 2017 and the reports of the Board of Directors and the Auditors thereon

To appoint a Director in place of Mr. Sanjay Nayak (DIN 01049871), who retires by rotation and, being eligible, offers himself for reappointment.

To appoint M/s Price Waterhouse Chartered Accountants LLP, (Firm Registration No. 012754N/N500016) CharteredAccountants, as the Statutory Auditors and fix their remuneration.

Ratification of Tejas Networks Limited Employee Stock Option Plan - 2014

FOR FOR

FOR FOR

FOR AGAINST

FOR AGAINST

FOR FOR

Ratification of Tejas Networks Limited Employee Stock Option Plan – 2014-A

Ratification of Tejas Networks Limited Employee Stock Option Plan – 2016

Approval of Tejas Restricted Stock Unit Plan 2017 (“RSU 2017” or the “Plan”) and grant of Restricted Stock Units under RSU 2017 to eligible employees of the Company.

Approval of grant of RSUs under Tejas Restricted Stock Unit Plan 2017 to the eligible employees of subsidiary companies

Approval of payment of Commission to Non-Executive Directors/Independent Directors.

FOR AGAINST

FOR ABSTAIN

Declaration of Dividend. FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR FOR

FOR FOR

Approval for revision in remuneration of Managing Director and Chief Executive officer.

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

Re-appointment of Ms. Pooja Patel (DIN: 07168083) as a Director, retiring by rotation.

To consider the ratification of M/s. Prakash B. Sheth & Co. Chartered Accountant as StatutoryAuditor of the Company.

Ratification of Cost Auditors’ remuneration.

Approval of Contract/Arrangement with Director for consideration other than cash

Approval of contract/arrangement for Related Party Transactions

Adoption of Audited Financial Statements - on a Standalone and Consolidated basis, for the FinancialYear ended March 31, 2017.

To appoint Director in place of Mr. Ashok Mathai Kurien (DIN-00034035), who retires by rotation andbeing eligible, offers himself for re-appointment.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

To appoint M/s Walker Chandiok & Co LLP, Chartered Accountants, New Delhi, (Firm RegistrationNo. 001076N/N-500013) as Statutory Auditors of the Company and to fix their remuneration.

To ratify the remuneration of Cost Auditors for the financial year ended March 31, 2017

To approve the remuneration of Cost Auditors for the financial year ending March 31, 2018

To re-appoint Mr. Bhagwan Das Narang (DIN- 00826573) as an Independent Director

To re-appoint Mr. Arun Duggal (DIN- 00024262) as an Independent Director

To maintain Register of Members and other Statutory Registers and copies of Annual Returns at aplace other than the Registered Office of the Company

Adoption of Audited Financial Statements (including Audited Consolidated Financial Statements) for the year ended March 31, 2017.

To confirm the payment of interim dividend on equity shares.

Reappointment of Mr. Arpit J. Vyas who retire by rotation.

FOR ABSTAIN

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Appointment of M/s. V. D. Shukla & Co. and M/s. Haribhakti & Co. LLP, Chartered Accountants, as Joint Statutory Auditors and fix their remuneration.

To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended on 31st March, 2017, together with the Board's Report, the Report of Auditors' thereon and Nil Comments of the Comptroller & Auditor General of India, in terms of Section 143(6) of the Companies Act, 2013.

To declare Dividend on equity shares for the year 2016-17.

To re- appoint Dr. T. Natarajan, IAS, (DIN: 00396367), who retires by rotation and being eligible offers himself for re-appointment.

To authorise the Board of Directors of the Company to fix the remuneration of Statutory Auditors of the Company for the F.Y. 2017-2018, in terms of the provisions of Section 142 of Companies Act, 2013

Re-Appointment of Mr Jal Patel as an Independent Director for the second term of 5 years w.e.f. 21/04/2017.

Re-Appointment of Mr K.D. Chatterjee as an Independent Director for the second term of 5 years w.e.f. 21/04/2017.

Re-Appointment of Ms. Manjula Devi Shroff as an Independent Women Director for the second term of 5 years w.e.f. 21/04/2017.

Appointment of Prof. Piyush Kumar Sinha as an Independent Director for the first term of 2 years w.e.f. 16/08/2017.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

To declare Dividend on Equity Shares. FOR FOR

FOR FOR

Appointment of Prof. Vishal Gupta as an Independent Director for the first term of 2 years w.e.f. 16/08/2017.

Appointment of Shri Milind Torawane, IAS as Director liable to retire by rotation.

To approve enhancement of the Borrowing Powers of the Board under Section 180 (1) (c) of the Companies Act, 2013.

Ratification of remuneration of Cost Auditors for FY 2017-18.

To receive, consider and adopt the Audited Financial Statements (Standalone & Consolidated) of the Company for the Financial Year ended 31st March, 2017 and the Reports of the Board of Directors and Auditors thereon.

To appoint a Director in place of Shri M M Srivastava, IAS (Retd.) [DIN: 02190050], who retires by rotation and being eligible, offers himself for re-appointment.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

To fix remuneration of Statutory Auditors of the Company in terms of the provisions of Section 142 of the Companies Act, 2013.

To regularize appointment of Shri Anil Mukim, IAS [DIN: 02842064] as a Director of the Company, liable to retire by rotation.

To approve appointment of Shri Bimal N Patel [DIN: 03006605] as an Independent Director of the Company w.e.f. 29th December, 2016.

To fix remuneration of M/s N D Birla & Co., Cost Auditor of the Company in terms of the provisions of Section 148 of the Companies Act, 2013 for the Financial Year 2017 – 2018.

To receive, consider and adopt (a) the Audited Financial Statements of the Company for the financialyear ended 31st March, 2017 (b) the Audited Consolidated Financial Statements of the Company forthe financial year ended 31st March, 2017; and the Reports of the Board of Directors and the StatutoryAuditors and the comments of the Comptroller & Auditor General of India thereon.

To confirm the payment of Interim Dividend on equity shares and to declare a Final Dividend on equityshares for the Financial Year ended 31st March, 2017.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Approval of remuneration payable to Statutory Auditors of the Company.

Appointment of Shri Ramesh Srinivasan as a Director of the Company.

Appointment of Shri Manoj Jain as a Director of the Company.

Appointment of Smt. Varsha Joshi as a Director of the Company.

Ratification of the remuneration payable to Cost Auditors of the Company for the financial year ending31st March, 2018.

Approval of material Related Party Transactions under a contract entered with GAIL (India) Limited.

Approval of material Related Party Transactions under a contract entered with GAIL (India) Limited.

Approval of Sub-division of Shares. FOR FOR

FOR FOR

FOR FOR

FOR FOR


FOR FOR

FOR AGAINST

FOR FOR

FOR FOR

Approval of amendment of in Clause V of Memorandum of Association of the Company.

Approval of amendment of Article 3 of Articles of Association of the Company.

To receive consider and adopta) Audited financial statement of the Company for the financial year ended March 31, 2017 and the reports of theBoard of Directors and Auditors thereon laid before this meeting, be and are hereby considered and adopted.”b) Audited consolidated financial statement of the Company for the financial year ended March 31, 2017 and thereport of Auditors thereon laid before this meeting be and are hereby considered and adopted.”

To appoint a Director in place of Mrs. Kusum J. Gupta, (DIN:03138909 ) who retires by rotation and beingeligible, offers herself for re-appointment

Appointment of Statutory Auditors of the Company and ?x the remuneration

Ratification of the remuneration of the cost Auditors for the ?nancial year ending on March 31, 2018

Increase remuneration of Mr. Jagdishkumar M. Gupta, Executive Chairman of the company

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Increase remuneration of Mr. Kamal J Gupta, Managing Director of the company

Increase remuneration of Mr. Nalin J Gupta, Managing Director of the company

Adoption of audited Annual Financial Statements for the Financial Year 2016-2017

To confirm the already paid two Interim Dividends on equity shares during the financial year 2016-17 as final dividend

Reappointment of Sri P.S.R.K. Prasad (DIN: 07011140) as a Director liable to retire by rotation

Appointment of Statutory Auditors for the Financial Year 2017-18

Reappointment of Sri V C Nannapaneni (DIN: 00183315) as Chairman and Managing Director

Reappointment of Sri Rajeev Nannapaneni, (DIN: 00183872) as Vice Chairman and Chief Executive Officer

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Reappointment of Dr.A.K.S.Bhujanga Rao, (DIN: 02742637) as Director and President (R&D and Tech.)

Reappointment of Sri P.S.R.K.Prasad,(DIN: 07011140) as Director and Executive Vice President (Corporate Engineering Services)

Reappointment of Dr. D. Linga Rao, (DIN: 07088404), as Director & President (Tech. Affairs)


To consider giving of one-time incentive to Working Directors on account of good performance of the company

Approval of NATCO Employee Stock Option Scheme-2017 (NATSOP-2017) under SEBI (Share Based Employee Benefits) Regulations, 2014

Adoption of Annual Accounts of Sterling Tools Limited as on 31st March, 2017 (Ordinary Resolution)

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR ABSTAIN

Ratification of payment of Interim Dividend (Ordinary Resolution)

Re-appointment of Retiring Director (Ordinary Resolution)

Appointment of Statutory Auditors of the Company (Ordinary Resolution)

To ratify the remuneration of the Cost Auditors for the Financial Year 2017-2018 (Ordinary Resolution)

Re-appointment and payment of remuneration to Shri M. L. Aggarwal, Chairman of the Company

Re-appointment and payment of remuneration to Shri Anil Aggarwal, Managing Director of the Company

Re-appointment and payment of remuneration to Shri Atul Aggarwal, Whole Time Director of the Company

Adoption of Audited Standalone and Consolidated Financial Statement of the Company for the financial year ended 31st March 2017 and the Reports of Board of Directors and Auditors thereon

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

Re-appoint a Director in place of Mr. Bikramjit Ahluwalia (DIN: 00304947) who retires by rotation and being eligible, offers himself for re-appointment

Appointment of M/s Amod Agrawal & Associates, Chartered Accountants as Statutory Auditors of the Company and to fix their remuneration.

Increase in Remuneration of Mr. Bikramjit Ahluwalia (DIN: 00304947), Managing Director of the Company

Increase in Remuneration of Mr. Vinay Pal (DIN:02220101), Whole Time Director of the Company

Ratification for Appointment and payment remuneration to the Cost Auditors of the Company.

Consider and adopt Audited Financial Statement, Report of Board of Directors and Auditors.

Declaration of final dividend of 25 paisa per equity share and approval and ratification of interim dividend of 65 paisa per equity share paid during the FY 2016-17.

To appoint a Director in place of Mr. Kolli Basava Sankar Rao (DIN: 05167550), who retires by rotation and, being eligible, seeks re-appointment.

Appointment of Statutory Auditors and fixing their remuneration.

Re- appointment of Mrs. Uma Devi Chigurupati (holding DIN 00737689) as whole - time Director of the Company.

Appointment of Dr. V.V.N.K.V. Prasada Raju (holding DIN 07267366) as Director of the Company.

Appointment of Dr. V.V.N.K.V. Prasada Raju (holding DIN 07267366) as whole - time Director of the Company.

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

Issue of shares to employees of the Company under the Employee Stock Option Scheme 2017.

Issue of shares to employees of the Company’s subsidiaries under the Employee Stock Option Scheme 2017.

Re-classification of certain individuals/entities from the existing “Promoter & Promoter Group category” to “Public Category”.

Increase in investment limits of Foreign Institutional Investors and Foreign Portfolio Investors.

Consider and adopt the financial statements (standalone and consolidated) for the year ended 31st March, 2017 together with schedules, notes thereon and the reports of Board of Directors and Auditors thereon

Declaration of dividend on ordinary equity shares and DVR equity shares of Rs. 2 each.

Reappointment of a director in place of Shri. Ajit B Jain (00053299), who retires by rotation

Reappointment of statutory auditors of the company

Ratify the remuneration of cost auditor for financial year ending 31st March, 2018

Payment of commission to Independent/Non-Executive Directors

Consider and adopt Standalone and Consolidated Audited Financial Statements for the Financial Year ended on March 31, 2017 and the Report of the Auditors thereon.

Declaration of dividend for the Financial Year 2016-17

Appointment of Director in place of Mr. Tauseef Ahmad Mirza (DIN: 00049037) who retires by rotation and being eligible, seeks re-appointment.

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

Appointment of Director in place of Mr. Shahid Ahmad Mirza (DIN: 00048990) who retires by rotation and being eligible, seeks re-appointment.

Appointment of M/s. D R A & Co., Chartered Accountants as Statutory Auditors of the Company

Re-appointment of Mr. Irshad Mirza (DIN-00048946) as Chairman (Executive) of the Company

Re-appointment of Mr. Rashid Ahmed Mirza (DIN-00049009) as Managing Director of the Company

Re-appointment of Mr. Shahid Ahmad Mirza (DIN-00048990) as Whole Time Director of the Company

Re-appointment of Mr. Tauseef Ahmad Mirza (DIN-00049037) as Whole Time Director of the Company

Re-appointment of Mr. Tasneef Ahmad Mirza (DIN-00049066) as Whole Time Director of the Company

Re-appointment of Mr. Narendra Prasad Upadhyay (DIN-00049196) as Whole Time Director of the Company

Re-appointment of Mr. Shuja Mirza, as President (Marketing) of the Company

Re-appointment of Mr. Faraz Mirza, as President (Production) of the Company

Approval of material related party transactions u/s 188 of Companies Act, 2013

Fixation of the remuneration of Mr. A K Srivastava, Cost Auditor of the Company

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR FOR

FOR ABSTAIN

Fixation of amount for delivery of document upon request of member over and above reimbursement of actual expenses incurred by the Company

Approval of Scheme of arrangement between Hi-Life Fabricators Private Limited and Mirza International Limited

To receive, consider and adopt the Audited Financial Statements (both Standalone and Consolidated) of the Company for thefinancial year ended 31st March, 2017 together with the Report of the Board of Directors and Auditors thereon;

To declare Final Dividend on equity shares for the financial year ended 31st March, 2017.

To appoint a director in place of Smt. S. Lakshmi, Director who retires by rotation and being eligible offers herself forre-appointment.

Ratification of appointment of M/s. Brahmayya & Co, Chartered Accountants, Vijayawada as statutory auditors of thecompany and fix their remuneration

To Appoint of Shri. N Bhupesh Chowdary (DIN-06750590) as a Director of the Company

To Appoint of Shri. N Bhupesh Chowdary (DIN-06750590) as a Director of the Company

Consideration and Adoption of standalone and consolidated audited financial statements for thefinancial year ended 31st March 2017 and Report of the Board of Directors and Auditors thereon.

To appoint a Director in place of Mrs. Meenakshi Gupta, (DIN: 01158825), who retires by rotation andbeing eligible, offers herself for reappointment.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Ratification of appointment of M/s. VAPS & Co., Chartered Accountants, as Auditors of the Companyand fixing their Remuneration.

Adoption of Audited Financial Statements (Standalone & Consolidated) of the company for the financial year ended 31 March, 2017 and the Reports of the Board of Directors and Auditors thereon.

Declaration of dividend on the equity shares of the company for the financial year 2016-17.

Re-appointment of Shri Romi Sehgal (DIN: 03320454) as a Director, who retires by rotation.

Ratification of appointment of M/s Deloitte Haskins & Sells LLP, Chartered Accountants , Gurugram as the Statutory Auditors of the Company and fixation of their remuneration payable.

Approval for appointment of Shri Sharad Mahendra (Din: 02100401) as Director of the company

Approval for appointment of Shri Virendra Singh Jain (Din: 00253196) as Independent Director of the company –

Ratification of remuneration payable to cost auditors M/s. R. J. Goel & Co., Cost Accountants for the Financial Year 2016-17

Reappointment of Shri Sanjay Gupta, as Chairman (under Whole Time Director category) of the Company for a period of five years with effect from 01 April, 2017 on the terms of remuneration as set out in the Statement pursuant to Section 102 of the Companies Act, 2013.

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

Reappointment of Shri Ashok Kumar Gupta, as Managing Director category of the Company for a period of three years with effect from 01 May, 2017 on the terms of remuneration as set out in the Statement pursuant to Section 102 of the Companies Act, 2013

To receive, consider and adopt the Audited Financial Statements including consolidated financial statements of the Company for the financial year ended March 31, 2017 and the reports of the Board of Directors and Auditors thereon.

To appoint a Director in place of Mr. Himanshu Jayantbhai Shah, (DIN: 01301025) who retires by rotation and, being eligible, offers himself for reappointment.

To ratify the appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, Ahmedabad as the Statutory Auditors of the Company and to fix their remuneration

To approve the terms of remuneration of Mr. Amit Indubhushan Bakshi, (DIN: 01250925) Chairman & Managing Director of the Company

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

To approve the terms of remuneration of Mr. Himanshu Jayantbhai Shah (DIN:01301025), Whole-Time Director of the Company

To approve the terms of remuneration of Mr. Inderjeet Singh Negi(DIN:01255388), Whole-Time Director of the Company


To approve the Revision in the Remuneration of Mr. Saurabh Jayantbhai Shah, relative of a Director of the Company

To ratify the Eris Lifesciences Employee Stock Option Plan 2017

FOR AGAINST

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

To consider and determine the fees for service of any document through a particular mode of delivery to a member

1. Receive, consider and adopt:a) the audited Standalone Financial Statement of the Company for the year ended March 31, 2017, and the report of the Board of Directors and Auditors thereon.b) the audited Consolidated Financial Statement of the Company for the financial year ended March 31, 2017, and the report of the Auditors thereon.

Declare dividend on Equity Shares for the financial year ended 31st March 2017

Appoint a Director in place of Mr. Naveen Kumar Jain, Whole Time Director, (DIN 00086841), who retires by rotation and being eligible, offers himself for re-appointment

Appoint a Director in place of Mr. Anil Kumar Rao, Whole Time Director, (DIN 01224525), who retires by rotationand being eligible, offers himself for re-appointment

Re-appointment of M/s. S.S. Kothari Mehta & Co., Statutory Auditor of the Company

Ratify remuneration of Cost Auditors of the Company for FY. 2017-18

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR FOR

FOR ABSTAIN

Declaration of Dividend. FOR ABSTAIN

FOR ABSTAIN

Re-appointment of Mr. Naveen Kumar Jain (DIN: 00086841), Whole Time Director.

Revision in the remuneration of Mr. Anil Kumar Rao (DIN: 01224525), Whole Time Director.

Special Incentive to Mr. Anil Kumar Rao, Whole Time Director.

Enhance the borrowing powers of the company.

Enhance the power of board to mortgage, hypothecate, pledge, creation of charge

Adoption of Financial Statements (including the Consolidated Financial Statements) for the fi nancial year ended31 March 2017.

Re-appointment of Mr. G.S. Talwar, who retires by rotation.

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

Approval of related party transactions. FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

To declare dividend on Equity Shares. FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

Appointment of S.R. Batliboi & Co. LLP (FRN 301003E/E300005) as Statutory Auditors and to fi x their remuneration.

Approval/ Ratifi cation of fee payable to Cost Auditor.

Approval to off er or invite for subscription of Non-convertible Debentures including other debt securities onprivate placement basis.

Approval of Share Purchase and Shareholders Agreement and related transaction documents.

To receive, consider, approve and adopt the Audited Standalone Financial Statements for the Financial Year ended 31 March 2017 together with the reports of the Board and Auditors thereon.

To receive, consider, approve and adopt the Audited Consolidated Financial Statements for the Financial Year ended 31 March 2017 together with the report of the Auditors thereon.

To appoint a Director in place of Mr. Glenn Saldanha (DIN 00050607) who retires by rotation and being eligible, offers himself for re-appointment as per Section 152(6) of the Companies Act, 2013.

Ratification of Statutory Auditors M/s. Walker Chandiok & Co LLP, Chartered Accountants (ICAI Firm Registration No. 001076N).

Re-appointment of Mr. Glenn Saldanha (DIN 00050607) as the Chairman & Managing Director

Re-appointment of Mrs. Cherylann Pinto (DIN 00111844) as an Executive Director.

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

Appointment of Mr. Murali Neelakantan (DIN 02453014) as an Additional Director.

Appointment of Mr. Murali Neelakantan (DIN 02453014) as the Whole-time Director designated as “Executive Director - Global General Counsel”.

Ratification of remuneration of Cost Auditors.

Amendment to ‘Glenmark Pharmaceuticals Limited - Employee Stock Options Scheme 2016 (ESOS 2016)’.

Adoption of Audited Financial Statements (including consolidated financial statement) of the Company for the Financial Year ended March 31, 2017, and the Reports of the Board of Directors and Auditors thereon.

Re-appointment of Mr. G.M. Rao as Director who retires by rotation.

Re-appointment of M/s. S. R. Batliboi & Associates LLP, Chartered Accountants, as Statutory Auditors of the Company.

Ratification of remuneration to Cost Auditor for the financial year ending March 31, 2018.

Approval for issue and allotment of securities, for an amount upto ` 2,500 Crore in one or more tranches.

Re-appointment of Mr. G. M. Rao as Executive Chairman of the Company.

Re-appointment of Mr. Grandhi Kiran Kumar as Managing Director of the Company.

FOR ABSTAIN

Appointment of Statutory Auditors; FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

FOR ABSTAIN

To consider and adopt the standalone financial statements and the consolidated financial statements of the Company for the year ended as on March 31, 2017, together with the Report of the Board of Directors and the Auditors thereon;

Ratify the remuneration to Cost Auditors;

To consider preferential allotment of Convertible Warrants;

To consider fund raising programme of the Company;

To consider payment of Commission to Non-Executive Directors;

To Re-appoint Mr. Rakesh Kumar Wadhawan (holding DIN : 00028573) as a Whole-time Director, Designated as Executive Chairman.

Adoption of Financial Statements of the Company for the financial year ended 31st March, 2017, the Reports of the Board of Directors and the Auditors thereon.

Re-appointment of Mr. Gurbans Singh (DIN: 06667127) as Director, who retires by rotation and being eligible offers himself for re-appointment

Re-appointment of Mr. Vishal Gaurishankar (DIN: 00358082) as Director, who retires by rotation and being eligible offers himself for re-appointment

Ratification of the appointment of M/s Walker Chandiok & Co. LLP, Chartered Accountants, a member of grant thorton international, as the auditors of the company and fixing their remuneration

FOR ABSTAIN

FOR ABSTAIN

Approval to issue of Non-Convertible Debentures and/or Bonds on a private placement basis, within the existing borrowing limits of INR 7,500 Crore

Approval to amendment in the articles of association of the company


Break-up of Vote decisionAbstained380


Reason supporting the vote decision Result of Meeting

PASSED

PASSED

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

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

As per audit report, no significant qualifications observed. PASSED

PASSED

PASSED

PASSED

PASSED

PASSED

PASSED

PASSED

PASSED

Due to administrative reasons, voting could not get casted PASSED

PASSED

The total dividend outflow including dividend tax for FY17 is Rs. 1. 8 bn. The dividend payout ratio for FY17 is ~23%.

Paul Antony is the Additional Chief Secretary, Government of Kerala (Industries & Power). He is a nominee director of the Government of Kerala. His appointment is in line with all statutory requirements.

Walker Chandiok & Associates are replacing Deloitte Haskins & Sells as the statutory auditors. Their appointment is in line with all statutory requirements.

The remuneration of Rs. 250,000 proposed to be paid to the cost auditor in FY18 is reasonable compared to the size and scale of operations.

While the compensation should be linked to profits, at least 50% should be linked to price performance of a phantom stock which mirrors the actual stock price and is payable over the ensuing three years. This would align management interests with those of minority shareholders.

While the compensation should be linked to profits, at least 50% should be linked to price performance of a phantom stock which mirrors the actual stock price and is payable over the ensuing three years. This would align management interests with those of minority shareholders.

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

The issuance will result in capitalization of Rs. 7. 2 bn from reserves. Bonus issuance will increase the liquidity of the equity shares with higher floating stock and make the equity shares more affordable.

Report by auditors doesn't report any significant qualifications with respect to the financial statements.

PASSED

The appointment is in line with statutory requirements. PASSED

PASSED

PASSED

PASSED

PASSED

PASSED

PASSED

M. Ramachandra Rao (DIN: 0327691) is MD and CEO. He retires by rotation, and his reappointment is in line with the statutory requirements.

Ashish Lakhanpal (DIN: 2410201) is founder, MD and CEO of Kismet Capital LLC. He is a director on the board of Kismet Microfinance (classified as promoter shareholder) and Kismet SKS II (classified as shareholder); their combined shareholding in Bharat Financial Inclusion is 3. 1%. He retires by rotation, and his appointment is in line with the statutory requirements.

The proposed debentures will be within the company’s borrowing limit of Rs 125 bn, which was approved by shareholders in the June 2016 postal ballot. Bharat Financial Inclusion’s borrowings are rated ICRA A+/Stable/ICRA A1+ and CARE A+/CARE A1+, which denote adequate degree of safety regarding timely servicing of financial obligations. The company has not indicated the proposed quantum of funds proposed to be raised through this route.

Although the stated exercise price is between face value and market price, the company has clarified that the exercise price of the proposed stock options will be at market price. The expected equity dilution will be limited to 2%.

No significant qualifications raised by auditors with respect the financial statements.

UPL Limited (UPL) has proposed a final dividend of Rs. 7. 0 per equity share of face value Rs. 2. 0 for the year ended 31 March 2017. The total dividend outflow including dividend tax for FY17 is Rs. 4. 3 bn. The dividend payout ratio is 177. 9%.

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

PASSED

PASSED

PASSED

PASSED

PASSED

PASSED


PASSED

PASSED

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

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

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

The proposed NCDs will be issued within the overall borrowing limit of Rs. 100 bn.

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

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

South Indian Bank proposes to pay dividend of Rs 0. 4 per share. The dividend payout is 22. 1%.

Achal Kumar Gupta (DIN-02192183) is the Former Deputy MD of IFCI. He replaces Cheryan Varkey, Non-Executive Director, who retires by rotation. His appointment is in line with statutory requirements.

PASSED

PASSED

PASSED

PASSED

PASSED

Deloitte Haskins & Sells, are the current auditors and complete their second consecutive year under the current spell. Deloitte Haskins & Sells replaced SR Batliboi and Company last year (2015-16), but after a four-year cooling period, and not five, as required under the Companies Act. As a consequence, the Board has decided to approve a panel of three audit firms one of which will be appointed as statutory auditor, subject to approval from the Reserve Bank of India. The proposed firms are Deloitte Haskins & Sells, S. R. Batliboi & Co. LLP, and Walker Chandiok & Co. LLP.

South Indian Bank has 850 branches, therefore the bank needs to appoint branch auditors. The resolution enables the board to appoint branch auditors in consultation with their central statutory auditors.

Salim Gangadharan (DIN-06796232) is currently an Independent Director in the bank. His estimated remuneration as Non-Executive Chairperson at Rs 2. 7 mn is reasonable, given the size and scale of operations.

V G Mathew is proposed to be reappointed as the MD and CEO. His proposed remuneration at Rs 15 mn is in line with peers and commensurate with the size and scale of operations of the bank.

South Indian Bank plans to raise borrowings under RBI’s policy on ‘Issue of Long Term Bonds by Banks for Financing of Infrastructure and Affordable Housing’, which carries attractive terms and relaxation in Basel III guidelines on limit of Tier II capital to be considered for capital fund purpose. South Indian Banks’s long term debt is rated IND A+/Stable and its short term debt is rated CRISIL A1+, which indicates a high degree of safety regarding timely servicing of financial obligations.

PASSED

PASSED

PASSED


PASSED

PASSED

PASSED

At the current market price of Rs 29. 2 per share, the capital raised will aggregate to Rs 5. 8 bn. The issue of additional shares will lead to an equity dilution of ~ 10% on the post issuance share capital of the bank. South Indian Bank’s Tier I capital adequacy ratio was 10. 9% on 31 March 2017. The aggregate capital adequacy ratio was 12. 4%. Hence, in order to sustain future growth and maintain its capital adequacy ratio, the bank needs to raise capital.

The issuance of debt securities on private placement basis will be within the bank’s overall borrowing limit of Rs 100 bn.

On 31 March 2017, the aggregate value of transactions (including investments, loans advanced, guarantees given and security provided) entered were Rs. 2. 1 bn, while the automatic eligibility calculated under section 186 of Companies Act, 2013 was Rs. 3. 0bn. RHL being the holding company for Rane Group, is required to invest, advance loans to its subsidiaries and provide guarantees on their behalf to third parties. Also, the company has clarified that the enhanced limit will enable it to pursue new business opportunities, which are in line with its long-term strategy.

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

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

Subodh Kumar is the Vice Chairperson. He is liable to retire by rotation and his reappointment is in line with all statutory requirements.

PASSED

PASSED

PASSED

PASSED


PASSED

PASSED

PASSED

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

The remuneration of Rs. 0. 3 mn paid to the cost auditor in FY17 is reasonable compared to the size and scale of operations.

Manish Chokhani is the Former Chairperson of TPG Growth India. His reappointment is in line with all statutory requirements.

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

The aggregate dividend is Rs. 10. 5 per share. The total dividend outflow including dividend tax for FY17 is Rs. 1. 6 bn. The dividend payout ratio for FY17 is 62. 8%.

Alain De Taeye is the founder of Informatics & Management Consultants. He is liable to retire by rotation and his reappointment is in line with all statutory requirements.

Thomas Prete, a Non-Executive Non-Independent Director. Retires by rotation and does not offer himself for reappointment. His attended just 18% of all board meetings held over the past three years. The shareholder notice is unclear on its communication: however, the company has clarified that it will not fill up the casual vacancy caused.

PASSED

PASSED

PASSED














Deloitte Haskins & Sells was appointed for a period of 3 years in the company’s FY14 AGM. Under the Companies Act 2013, auditor reappointment must be ratified annually. The ratification of Deloitte Haskins & Sells is in line with our Voting Policy on Auditor Rotation and follows the spirit of Section 139 of the Companies Act, 2013.

Vinai Thummalapally was an American ambassador to Belize for four years from 2009. He has a B. S. Degree in Mechanical Engineering from California State University (CSU). His appointment is in line with the statutory requirements.

The company seeks shareholder’s approval to charge fee in advance (estimated actual expenses) for delivery of a document requested by them through a particular mode. However, given the nature of the charge, this might become a deterrent for shareholders to seek information.



PASSED

PASSED

PASSED

PASSED


PASSED

PASSED

PASSED

The total dividend for FY17 is Rs. 85. 0/- per share, while it was Rs. 72. 0/- in FY16. The total dividend outflow (including dividend tax for FY17) is Rs. 20. 4 bn, while the dividend payout ratio is 60. 5%.

Vikram Kasbekar, 63, has been the Head of Operations and Supply Chain for Hero for the past 15 years. He was appointed as an Executive Director for three years in FY16 AGM. He retired by rotation and his reappointment meets all statutory requirements.

BSR & Co. LLP’s appointment is in line with our Voting Guidelines on Auditor Rotation and with the requirements of Section 139 of the Companies Act 2013.


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

Ashutosh Khajuria (DIN-05154975) is Federal Bank’s ED and CFO. He retires by rotation. His reappointment is in line with statutory requirements.

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

PASSED

PASSED

PASSED

PASSED

PASSED

PASSED

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

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

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

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

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

KM Chandrasekhar (DIN-06466854), is the former Union Cabinet Secretary. His reappointment is in line with statutory requirements.

PASSED

PASSED

PASSED

PASSED

PASSED

PASSED

PASSED

PASSED

PASSED

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

Dilip Sadarangani (DIN-06610897) is a former banker. His reappointment is in line with statutory requirements.

Harish Engineer (DIN-01843009) is the Former Executive Director, HDFC Bank. His reappointment is in line with statutory requirements.

Grace Koshie (DIN-06765216) is the Former Secretary, Central Board RBI. Her reappointment is in line with statutory requirements.

Shubhalakshmi Panse (DIN-02599310) is the Former CMD of Allahabad Bank. Her reappointment is in line with statutory requirements.

The bank has not stated the exercise price of the option. However, the bank has clarified that the exercise price of the proposed stock options will be at market price. The expected equity dilution will be limited to 5%.

Currently, at least two directors and the company secretary are required to be present and sign while affixing the bank’s seal on official documents. The proposed amendment is required for administrative convenience.

These debt instruments issued will be within the bank’s overall borrowing limits. Federal Bank’s Certificate of Deposits / Short Term deposits are rated CRISIL A1+. This denotes a high degree of safety regarding timely servicing of financial obligations.

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













No significant qualifications raised by auditors. PASSED

PASSED

PASSED

PASSED

ICICI Pru Life proposes to pay final dividend of Rs. 3. 5 per share (of face value Rs 10. 0)including a special dividend of Rs 1. 2 per share, for FY17. In addition, the company haspaid Rs 3. 85 per share as interim dividends during the year. Total dividend amounts toRs 7. 4 per share. The dividend payout for the year is 75. 5%.

Adrian O’Connor is a nominee of promoter Prudential Holdings. His reappointment meets all statutory requirements.

N. S. Kannan is a nominee of promoter ICICI Bank. His reappointment meets all statutoryrequirements.

PASSED

PASSED

PASSED

PASSED

PASSED

PASSED

The amended IRDAI Guidelines on Corporate Governance requires insurance companies to appoint auditors for a period of five years, which must be annually ratified. Since B S R & Co. LLP have been the Company’s auditors for three years and Walker Chandiok & Co LLP for one year, ICICI Pru Life proposes to reappoint them for a period of two years andfour years respectively.

M. S. Ramachandran was the Chairman of Indian Oil Corporation till 2005. His appointment meets all statutory requirements. He was also Independent Director on theboard of ICICI Bank till he completed his tenure of eight years on 24 April 2017.

Dilip Karnik was Judge, High Court of Bombay from 2001 to 2012. He is currently an Advocate. His appointment meets all statutory requirements.

Under the ESOS 2005, a maximum of 37. 8 mn stock options can be granted (24. 2 mn options have been granted till date). While the scheme provides for the NRC to determine the exercise price of the options, ICICI Pru Life has confirmed that it will follow the ICICI Group compensation practice of granting options at the market linked price.

The scheme is also to be extended to employees of the holding companies, ICICI Bank and Prudential Holdings. Since ICICI Bank is listed with its own ESOP scheme, we do not encourage the practice of granting subsidiary ESOPs to listed holding companies. However, ICICI Pru Life has confirmed to us that the resolution is only an enabling one and they do not propose to grant options to employees of ICICI Bank.

Sandeep Bakhshi was paid a remuneration of Rs 131. 0 mn in FY17 (including the value the ICICI Bank ESOPs granted). The proposed remuneration is ~ Rs 131. 4 mn including the value of ICICI Bank ESOPs. Sandeep Bakhshi will be eligible to receive options under the ICICI Pru Life ESOS 2005 scheme, after it is approved by shareholders. We do not encourage the practice of getting ESOPs from two listed companies, but given the strong business linkages between the two companies we support the resolution. The proposed remuneration, which will be approved by IRDAI, is comparable to peers and in line with the size and complexity of the business.

PASSED

PASSED

PASSED


Puneet Nanda was paid a remuneration of Rs 61. 5 mn in FY17 including the value the ICICI Bank ESOPs granted. The proposed remuneration is ~ Rs 72. 0 mn including the value of ICICI Bank ESOPs. Puneet Nandsa will be eligible to receive options under the ICICI Pru Life ESOS 2005 scheme, after it is approved by shareholders. We do not encourage the practice of getting ESOPs from two listed companies, but given the strong business linkages between the two companies we support the resolution. The proposed remuneration, which will be approved by IRDAI, is comparable to peers and in line with the size and complexity of the business.

Sandeep Batra was paid a remuneration of Rs 54. 2 mn in FY17 including the value the ICICI Bank ESOPs granted. The proposed remuneration is ~ Rs 62. 3 mn including the value of ICICI Bank ESOPs. Sandeep Batra will be eligible to receive options under the ICICI Pru Life ESOS 2005 scheme, after it is approved by shareholders. We do not encourage the practice of getting ESOPs from two listed companies, but given the strong business linkages between the two companies we support the resolution. The proposed remuneration, which will be approved by IRDAI, is comparable to peers and in line with the size and complexity of the business.

The Board proposes a fixed amount of Rs 750,000 per year to each NEDs in proportion with their tenure effective from FY17 and not exceeding one percent of the net profits of the company. The proposed remuneration is reasonable compared to the size and complexity of the business.

PASSED

PASSED

PASSED

PASSED

PASSED

PASSED

No significant qualifications raised by the auditors. PASSED

PASSED

The company proposes to pay a total dividend of Rs. 1. 75 per equity share of face value of Re. 1. 0 each. This includes a special divided of Rs. 0. 25 per share. The special dividend is to commemorate the completion of 25 years of a Tata Group Company acquiring controlling interest in the company. The total dividend (including dividend tax) amounts to Rs. 0. 4 bn. For FY17, the dividend payout ratio is 28. 2%.

Harish Bhat is the Chairperson and has been on the board for five years. His reappointment is in line with all statutory requirements.

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

Dr. P G Chengappa was appointed as an Additional Director from 18 May 2017. He is an Agricultural Economist with over 30 years of experience in teaching, research, extension and academic administration. His appointment is in line with the statutory requirements.

The company proposes to reappoint K Venkataraman as Executive Director – Finance and Chief Financial Officer. K Venkataraman is a Chartered Accountant and a Cost Accountant with over three decades of experience. His proposed remuneration, estimated at Rs. 19. 3 mn (subject to annual increments) is in line with peers and commensurate with the size and complexities of his responsibilities. As a good practice, companies must consider setting a cap in absolute amounts on the remuneration that will be paid to executive directors.

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

Karnataka Bank proposes to pay a dividend of Rs 4 per share. The dividend payout is 30. 1%.

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

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

D Surendra Kumar (DIN: 00234305) has 25 years of experience in managing small scale industry. He was earlier on the board between 25 September 2000 to 24 September 2008. His appointment is in line with statutory requirements.

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

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

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

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

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


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The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs 541. 4 mn. The dividend payout ratio for FY17 was 34. 1%.

Shaibal Sinha (DIN: 00082504) is currently the Regional Finance Director of Asia, Africa and Latin America of Bata Group based out of Singapore. Shaibal Sinha has attended only 3out of 5 board meetings held in FY17: we expect directors to take their responsibilities seriously and attend all board meetings. We may consider not supporting his next reappointment if attendance levels fail to pick up.

BSR & Co LLP are replacing SR Batliboi & Co LLP as the statutory auditors. The appointment is in line with the statutory requirements.


Subroto Bagchi, Promoter and Founder, was the Chairperson of the company till 19 January 2017. He is liable to retire by rotation and his reappointment is in line with all statutory requirements.

Deloitte Haskins & Sells were appointed for a period of 5 years in the company’s FY15 AGM. Under the Companies Act 2013, auditor appointment must be ratified annually. The ratification is in line with our Voting Policy on Auditor (Re)Appointment and follows the spirit of Section 139 of the Companies Act, 2013.

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Krishnakumar Natarajan co-founded Mindtree in 1999. He has served as CEO and Managing Director in the past. The reappointment of Krishnakumar Natarajan as Executive Chairperson is in line with the statutory requirements. The proposed remuneration of Rs. 72. 6 mn is commensurate with the size and complexity of the business. In FY17, the ratio of remuneration (Rs. 34. 2 mn) to median remuneration was 40. 0x. The proposed remuneration comprises of Rs. 24. 3 mn of variable incentive and Rs. 34. 2 mn of phantom stock payout (accounting for 80% of total pay). This helps align pay with performance. In FY17, there was no phantom stock payout, due to reduction in the share price. We expect the company to be judicious regarding phantom stock payout in the future as well.

At the FY15 AGM, the company sought shareholder approval to keep the register of members and other documents at the office of Link Intime Private Limited in Mumbai. Link Intime Private Limited has shifted its registered office in Mumbai to Vikhroli. The company seeks shareholder approval to keep the registers and other documents at the new location in Mumbai. The documents will be maintained within the same city where the registered office is located; we believe that this will not inconvenience shareholders.

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

DD Rathi, 70, is the Former CFO of Grasim Industries Limited. His retires by rotation and his reappointment is in line with statutory requirements.

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

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

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

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





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

Madhur Bajaj is a part of the promoter family. His reappointment meets all statutory requirements.

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

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

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

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Dividend per share is unchanged in the past three years at Rs. 1. 75 per equity share. Dividend payout ratio for FY17 is 42. 9%.

Rahul Bajaj is the Chairperson and part of the promoter group. His reappointment is in line with all statutory requirements.

SRBC & Co are replacing Dalal & Shah as the statutory auditors. The appointment is in line with the statutory requirements.

The total remuneration proposed to be paid to the cost auditors is reasonable compared to the size and scale of operations.

Sanjiv Bajaj’s proposed remuneration aggregating to Rs. 50. 8 mn is in line with peers and commensurate with the performance of the company. Sanjiv Bajaj also draws remuneration from Bajaj Holdings and Investments Ltd, holding company, as its Managing Director. While we generally do not encourage this as a practice, we support this resolution as there are strong business linkages between the two entities.

In the last five years, the company paid commission to Non-Executive Directors ranging between 0. 2% and 0. 3% of net profit. The aggregate commission has ranged between Rs. 1. 5 mn and Rs. 3. 8 mn. We expect companies to cap the absolute amount of commission payable to its Non-Executive directors.

KEI has proposed a final dividend of Re. 0. 6 per equity share, while it paid a dividend of Rs. 0. 5 per share in the previous year. The total dividend outflow (including dividend tax for FY17) is Rs. 46. 7 mn, while the dividend payout ratio is 4. 7%.

Rajeev Gupta, 53, has been working as Head of Finance & Accounts of KEI for the past 24 years. His reappointment meets all statutory requirements.

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

Family owned and manged company and they are at a stage where separation of management and ownership is too early to expect.

Family owned and manged company and they are at a stage where separation of management and ownership is too early to expect.


The total dividend per share decreased from Rs. 6 in FY16 to Rs. 2 in FY17. Consequently, the payout ratio has decreased from 22. 1% to 7. 2%.

Abidali Neemuchwala is the CEO of Wipro Ltd. His reappointment is in line with all statutory requirements.

The appointment of Deloitte Haskins & Sells is in line with our voting policy and provisions of Section 139 of the Companies Act 2013.

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Azim Premji’s remuneration terms remain unchanged from the previous resolution presented in the AGM of 2015. In addition to a fixed remuneration, Azim Premji will be paid a commission of 0. 5% of the incremental net profits of Wipro over the previous year. As a good governance practice, we expect companies to cap the amount of commission payable to directors. Nevertheless, we expect the company to remain judicious in paying remuneration: Azim Premji was paid an aggregate remuneration of Rs 7. 9 mn for FY17.

Normal business practice to renominate independent directors. Given the track of Mr Premji and his family, the continuation of Mr Owens should be a reflection of the positive contribution he brings to the board.

Dividend of Rs. 55. 0/- proposed for FY17 is same as paid in the previous year. The total dividend outflow (including dividend tax for FY17) is Rs. 19. 2 bn, while the dividend payout ratio is 50. 1%.

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

Mr Bajaj is a well renowned industrialist and should be a positive contributor to the board.

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

Dr. Naushad Forbes, 57, is currently the Co-Chairperson of Forbes Marshall (a leading steam engineering and control instrumentation firm). His appointment as an independent director meets all the statutory requirements.

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


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Kotak Mahindra Bank proposes to pay Rs. 0. 6 per share as dividend. The dividend payout at 3. 9% is lower than the payout observed in the preceding two years.

Mark Newman is Director, ING Bank, Australia, Asia and a nominee of the ING Banking Group. He retires by rotation and his reappointment is in line with all statutory requirements.

SR Batliboi & Co. LLP were appointed as statutory auditor for four years in the 2015 AGM, the ratification of their appointment is in-line with all statutory requirements.

Prof. Mahendra Gupta is Director and Vice Chancellor, Indira Gandhi Institute of Development Research (IGIDR), Mumbai. He was appointed as Independent Director in the EGM in January 2015 for five years. Since his term expires on 14 March 2018, the Bank proposes to reappoint him for another three years, which will take his aggregate tenure to 8 years. His reappointment is in line with all statutory requirements.

Uday Khanna was MD & CEO Larfarge India till July 2011 and executive chairperson till September 2014. He is currently the non-executive chairperson of Bata India Ltd. His reappointment is in line with all statutory requirements.

Uday Kotak was paid a remuneration of Rs 28. 6 mn in FY17. His proposed remuneration is estimated at a maximum of Rs 58. 1 mn by the end of his term. As a good governance practice we expect Kotak Bank to disclose all components of proposed remuneration, both fixed and variable. The proposed remuneration is in line with that paid to peers and commensurate with size and complexities of the business.

Dipak Gupta was paid a remuneration of Rs 42. 6 mn in FY17 (including the value of ESOPs). His proposed remuneration is estimated at a maximum of Rs 76. 3 mn by the end of his term. As a good governance practise we expect Kotak Bank to disclose all components of proposed remuneration, both fixed and variable (including ESOPs). The proposed remuneration is in line with that paid to peers and commensurate with size and complexities of the business.

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The Bank is well capitalized - its capital adequacy ratio of 16. 8% is much higher than RBI’s minimum requirement under BASEL III norms. Considering the growth in business and operations of the Bank, its present and future requirements, Kotak Bank needs fresh funds. Since Kotak Bank is required to maintain its capital adequacy ratio at levels prescribed by the RBI, we believe that the Bank’s capital structure will be regulated at all times. Kotak Banks’s debt is rated CRISIL AAA/Stable/CRISIL A1+, ICRA AAA/Stable/ICRA A1+ and IND AAA/Stable/IND A1+, which indicates a high degree of safety regarding timely servicing of financial obligations. The bank’s debt is rated on the global scale at BBB-/Stable by S&P.


The reappointment of Anand Deshpande as Chairman and Managing Director is in line with the statutory requirements. The proposed remuneration of Rs. 20. 2 mn is commensurate with the size and complexity of the business and is in line with the peers. In FY17, the ratio of his remuneration (Rs. 17. 2 mn) to median remuneration was 19. 9x. The company has not given a cap in absolute terms to the bonus payable to him.

Deloitte Haskins & Sells LLP was appointed for a period of five years in the company’s FY14 AGM. Under the Companies Act 2013, auditor appointment must be ratified annually. The ratification is in line with our Voting Policy on Auditor (Re)Appointment and follows the spirit of Section 139 of the Companies Act, 2013.

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Thomas Kendra was Vice-President, Systems Management business, of Dell's Software group. Thomas Kendra was appointed as an Independent Director from 22 January 2016 at FY16 AGM. Persistent Systems Limited (Persistent) has entered into an agreement with Thomas Kendra, through Azure Associates LLC, for providing business consultation, coaching, advisory and mentoring services to the company. Accordingly, the company has proposed to redesignate Thomas Kendra from Independent Director to Non-Executive Non-Independent Director from 1 April 2017. He has attended 67% of the board meetings held in FY17 and 75% of the board meetings held over two years. We expect directors to take their responsibilities seriously and attend all meetings: else, at least 75% of the board meetings held over a three-year period.

The company has decided to induct an additional sub-clause 12A in the MOA after existing sub-clause 12. This clause will specifically mention the nomenclature regarding various financial instruments like Guarantee, Letter of Comfort (as it was not mentioned earlier).

As per our analysis, average price 2 month prior to the announcement was around Rs 570 per share. The price of options at Rs 562 isnt at a significant discount to the then prevailing price.





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Ms. Namita Gautam (DIN: 00190463) is part of the promoter group and an executive director. She has attended only six out of nine board meetings held in FY17: we expect directors to take their responsibilities seriously and attend all board meetings. We may consider not supporting her next reappointment if attendance levels fail to pick up.

S. P Chopra & Co. Were appointed as the statutory auditors in FY14 and were reappointed for a period of five years in the 2016 AGM. The ratification of their reappointment is in line with the statutory requirements.

The remuneration to be paid to the cost auditor is reasonable compared to the size andscale of the company’s operations.

Vijay Kumar Chopra (DIN: 02103940) is the former CMD of Corporation Bank and SIDBI. His appointment is in line with statutory requirements.

Som Mittal (DIN: 00074842) is the former Chairperson of NASSCOM. His appointment is in line with statutory requirements.

Ravindra Dhariwal (DIN: 00003922) is the former executive director of Bennett, Coleman & Co. His appointment is in line with statutory requirements.

Anil Tandon (DIN: 00089404) is the MD of Tex Corp, a manufacturer of zip fasteners. His appointment is in line with statutory requirements.

Rahul Gautam (DIN: 0019299) is part of the promoter group and has been the MD since 1996. His estimated remuneration of Rs. 37. 9 mn is in line with peers and commensurate with the size and scale of operations. As a good governance practice, we expect companies to cap the performance incentives at an absolute amount.

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Ms. Namita Gautam (DIN: 00190463) is part of the promoter group and has been an executive director on the board since 2003. Her estimated remuneration of Rs. 21. 3 mn is in line with peers and commensurate with the size and scale of operations. As a good governance practice, we expect companies to cap the performance incentives at an absolute amount.

Rakesh Chahar (DIN: 00180587) has been an executive director on the board since 2003. His estimated remuneration of Rs. 20. 1 mn is in line with peers and commensurate with the size and scale of operations. As a good governance practice, we expect companies to cap the performance incentives at an absolute amount.

Tushar Gautam (DIN: 01646487) is part of the promoter group and has been an executive director on the board since 2007. His estimated remuneration of Rs. 20. 1 mn is in line with peers and commensurate with the size and scale of operations. As a good governance practice, we expect companies to cap the performance incentives at an absolute amount.

Each of the independent directors received between Rs. 0. 6 mn to Rs. 0. 8 mn as total remuneration in FY17. The amount of commission to be paid additionally to each independent director for FY17 is in line with market practices and commensurate with the size and scale of operations.

The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs 5. 49 bn. The dividend payout ratio for FY17 was 44. 9%.

Dheeraj G Hinduja (DIN: 00133410) is part of the promoter group and non-executive Chairperson of Ashok Leyland. He retires by rotation and his reappointment is in line with the statutory requirements.

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Price Waterhouse & Co are replacing M S Krishnaswami & Rajan and Deloitte Haskins & Sells LLP as the statutory auditors. The appointment is in line with the statutory requirements.

Jose Maria Alapont (DIN: 07712699) is the former CEO of Federal-Mogul Corporation. His appointment is in line with the statutory requirements.

The remuneration to be paid to the cost auditor is reasonable compared to the size and scale of the company’s operations.

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 amend its existing AoA. Shareholders will be required to visit the company’s premises to understand the alterations and review the revised AoA. The company could have been more shareholder-friendly and made the proposedchanges to the AoA available in the notice.

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

Ms. Nita Ambani, 54, is part of the promoter family and Chairperson of Reliance Foundation, the umbrella organization for the company’s social development activities. Her reappointment is in line with statutory requirements.

Hital Meswani, 48, is the Whole-time Director, Petroleum, Technology & Projects. He retires by rotation and his reappointment is in line with statutory requirements.

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

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

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

His experience on the board will help the company with its strategy.





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

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


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

In line with proxy voting policy, as the Investment was in Arbitrage stock, we have abstained from voting.







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

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

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

Tao Yih Arthur Lang (DIN: 07798156) is the CEO of Singapore Telecommunications Limited. His appointment is in line with the statutory requirements.

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

Dividend of Re. 0. 5/- proposed for FY17 is same as paid in the past two years. The total dividend outflow (including dividend tax for FY17) is Rs. 0. 3 bn, while the dividend payout ratio is 31. 5%.

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

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

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

The dividend is Rs. 5. 0 per share unchanged from FY16, despite a 18. 7% increase in profits. The pay-out ratio is 21. 9%.

Y Ramulu is General Manager, General Insurance Corporation of India (GIC) and has been on the Board of GIC Housing Finance (GICHF) since June 2015. His appointment meets all statutory requirements.

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CNK & Associates have been the statutory auditors of GICHF since FY2010. They were reappointed in the AGM of 2014 for a further period of five years. The ratification of their appointment is in line with the provisions of Section 139 of the Companies Act 2013.

B. Chakrabarti is a Chartered Accountant and was CMD of National Insurance Company Ltd. And The New India Assurance Company Ltd. He was a director on the Board of GICHF as a nominee of the promoters from Jan 2005 till March 2007. He was then appointed as Independent director in February 2015 for two years and his current term expires on 24 July 2017. His appointment meets all statutory requirements.

M. K. Garg is a Chartered Accountant and a fellow of the Insurance Institute of India. He was the CMD of United India Insurance Company Ltd. He was a director on the Board of GIC HF as a nominee of the promoters from Jan 2005 till September 2009. He was then appointed as Independent director in February 2015 for two years and his current term expires on 24 July 2017. His appointment meets all statutory requirements.

A. V. Muralidharan is a Chartered Accountant & Company Secretary by Profession, is the ex-CMD of Export Credit Guarantee Commission of India (ECGC) and retired in February 2011. He worked as DGM in the National Insurance Company Ltd. And was also Director & General Manager in The New India Assurance Company Ltd. , before taking over as CMD of ECGC. He was first appointed on the Board of GICHF as Independent director in February 2015 for two years and his current term expires on 24 July 2017. His appointment meets all statutory requirements.

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S Gopakumar was appointed on the Board of GICHF as MD & CEO for two years from 8 November 2016. S. Gopakumar is a General Manager on deputation from The Oriental Insurance Company (OIC) Ltd. His payscale will be that of general manager cadre of The OIC Ltd. And will also be eligible for perquisites and performance incentives as applicable to the office of MD & CEO of GICHF. However, the Company has not provided any details of the proposed remuneration. The office of the MD & CEO (S. Gopakumar – Rs 1. 6 mn and his predecessor Warendra Sinha – Rs 2. 5 mn) was paid a cumulative remuneration of Rs 4. 1 mn in FY17 (Rs 4. 5 mn in FY16). The remuneration is in line with the size and performance of the company.

GICHF proposes to increase its borrowing limits from Rs 80 bn to Rs 125 bn. On 31 March 2017, total borrowings aggregated Rs 82. 4 bn. Increase in debt levels of any housing finance company is reigned by the National Housing Bank’s requirement of maintaining a minimum capital adequacy level of 12%. The capital adequacy ratio as on 31 March 2017 is comfortable at 16. 6%. GICHF’s debt instruments are rated CRISIL AA+/Stable and CRISIL A1+ and ICRA AA+/Stable and ICRA A1+, which denote a high degree of safety regarding timely servicing of financial obligations. These instruments carry low credit risk.

The company proposes to create charge on its assets and securities for the increased borrowing limits. The terms of borrowing, interest rates etc. For secured loans tend to be better than those for unsecured loans.

The issuance of debt securities on private placement basis will be within the overall borrowing limit of the company.

GICHFL enters into the following transactions with its promoters: raising funds through NCDs / Bonds, taking property/properties on lease / rent, to avail / render any services taking insurance cover taken from promoter group companies. The transactions are not material in nature, are in the ordinary course of business and on an arm’s length basis.

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For the last few years HDFC Bank has been paying pays dividend in the range of the 20-25% of annual profits. The payout for FY17 is 23. 3%.

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

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

Deloitte Haskins & Sells have been the statutory auditors of the bank for three years. Their reappointment is in-line with the statutory requirements.

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

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

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

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

The transactions include sourcing, assigment and securitisation of home loans, and other banking transactions. The value of these transactions will likely exceed 10% of revenues. The transactions are in the ordinary course of business and on an arm’s length basis.

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

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

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

Deloitte Haskins & Sells LLP are replacing Khimji Kunverji & Co as the statutory auditors. Theappointment is in line with the statutory requirements.

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

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

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

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

MMFSL has proposed a dividend of Rs. 2. 4 per equity share of face value Rs. 2. 0 for FY17, down 40% from that paid in FY16 due to a decline in PAT by 40. 5%. The total dividend proposed to be paid (including dividend tax) is Rs. 1. 6 bn and the payout ratio is 40. 8%.

Ramesh Iyer is the Vice Chairperson and Managing Director. His reappointment, as director liable to retire by rotation, is in line with all statutory requirements.

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The appointment of BSR & Co LLP as statutory auditors is in line with provisions of section 139 of the Companies Act 2013.









PASSEDIn line with proxy voting policy, as the Investment was in Arbitrage stock, we have abstained from voting.


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The bank proposes to retain equity dividend at Rs 5. 0 per share for FY17 despite a 55. 3% fall in profits. The dividend payout ratio has increased to 38. 2% on account of reduced profitability.

The deficit in attendance is marginal and being a LIC nominee, the onus lies with LIC.

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

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

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

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The profits of Axis Bank dropped from around Rs 83. 5 bn in FY 16 to Rs 39. 5 bn in FY 17. The hike should be moderate.




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


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

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

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

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

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

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

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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 amend its existing AoA. The proposed changes to the AoA are available in the notice and the new AoA is available on the website.

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

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

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

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

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

The issuance of Long-Term Bonds or NCDs on private placement basis will be within the overall borrowing limit.

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The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs.495 mn. The dividend payout ratio for FY17 was 17. 6%.

Harsh Goenka (DIN: 00026726) is part of the promoter group and non-executive Chairperson of KEC. He retires by rotation and his reappointment is in line with the statutory requirements.

Price Waterhouse Chartered Accountants LLP are replacing Deloitte Haskins & Sells LLP as the statutory auditors. The appointment is in line with the statutory requirements.

The proposal will allow the company to comply with the regulations which state that companies with foreign branches will need to appoint branch auditors to conduct the audit for the branches outside India.


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 amend its existing AoA. The new AoA is available on thewebsite.

The total dividend for FY17 is Rs. 15. 0/- per share, while it was Rs. 30. 0/- in FY16. The total dividend outflow (including dividend tax for FY17) is Rs. 0. 4 bn, while the dividend payout ratio is 30. 7%.

Thomas Kipp (DIN: 00480341) 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.

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

Blue Dart proposes to revise Anil Khanna’s remuneration, which is estimated at Rs. 47. 2 mn. Additionally, he will be entitled to a Long-Term Incentive (LTI), which will be paid to him after 31 December 2019, based on his performance over board-set targets. The LTI will be up to maximum of 20% of Total Direct Compensation payable to him, for each year, based on various parameters. The proposed remuneration is commensurate with the size and complexity of the business and is comparable to the peers. Further, the LTI aligns the remuneration to company performance.

Dividend for FY17 is Rs. 1. 5/-, its first year as a listed entity. The total dividend outflow (including dividend tax for FY17) is Rs. 1. 1 bn, while the dividend payout ratio is 38. 9%.

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

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

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

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Ms. Shweta Jalan, 41, is MD & Head of Advent India PE Advisors (promoters). Her appointment as a non-independent non-executive director meets all the statutory requirements.

Sahil Dalal, 37, is Director at Advent India PE Advisors (promoters). His appointment as a non-independent non-executive director meets all the statutory requirements.

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

Promeet Ghosh, 49, is the MD of Temasek Holdings Advisors India (promoters). His appointment as a non-independent non-executive director meets all the statutory requirements.

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

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

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

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Exide paid an interim dividend of Rs. 1. 6 per equity share of face value Re. 1. It has now proposed a final dividend of Rs. 0. 8 per share. The total payout including the (final dividend, interim dividend and dividend tax) is Rs. 2. 5 bn. The dividend payout for FY17 is 35. 4%.

Subir Chakraborty (DIN: 00130864) is the Director (Automotive). He retires by rotation and his reappointment is in line with all statutory requirements.

Rajan Raheja (DIN: 00037480) is the Promoter Vice chairperson. He retires by rotation and his reappointment is in line with all statutory requirements.

The company proposes BSR & Co. LLP in place of SR Batliboi & Co. LLP. BSR & Co. LLP’s appointment as statutory auditors is in line with our Voting Guidelines on Auditor (Re)Appointments and with the requirements of Section 139 of the Companies Act 2013.


The company has proposed a final dividend of Rs. 10. 0 per equity share of face value Rs. 10. 0 for the year ended 31 March 2017. In FY16, the company paid a dividend of Rs. 7. 0 per equity share. The total dividend outflow including dividend tax for FY17 is Rs. 136. 5 mn. The dividend payout ratio is 25. 9%.

Company should allow directors to participate in board meetings through video conferencing which should improve attendance. However, despite such a provision, if participation doesn't improve then we will be forced to vote against.

Their ratification is in line with our Voting Policy on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013.


K Venkataramanan, 73, is the Former MD, Larsen & Toubro Limited. His appointment is in line with statutory requirements.


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The total dividend outflow including dividend tax for FY17 is Rs. 0. 6 bn. The dividend payout ratio for FY17 is 34. 6%.

Dr. Gopichand Katragadda is the Group Chief Technology Officer of Tata Sons Ltd. He is liable to retire by rotation and his reappointment is in line with all statutory requirements.

BSR & Co LLP’s appointment is in line with our Voting Policy on Auditor Appointment and with the requirements of Section 139 of the Companies Act 2013.

Sudhakar Rao is a retired Indian Administrative Service (IAS) Officer of the 1973 batch. His appointment is in line with the statutory requirements.

Madhukar Dev has been the Managing Director since 2002. His reappointment as Managing Director and CEO is in line with the statutory requirements. The proposed remuneration of Rs. 62. 2 mn is commensurate with the size and complexity of the business. In FY17, the ratio of remuneration (Rs. 52. 9 mn) to median remuneration was 78. 3x. As a good practice, the company must consider setting a cap on the absolute amount of remuneration payable.

Dividend for FY17 is Rs. 4. 0, which is same as paid in the previous two years. The total dividend outflow (including dividend tax for FY17) is Rs. 0. 3 bn, while the dividend payout ratio is 35. 0%.

S Vardarajan, 51, promoter, was appointed as the Executive Director and Chief Growth Officer in FY15 AGM. His reappointment meets all statutory requirements.

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

Mr Narang is a banking expert whose presence on the board will add value.

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Sumit Chandwani, 49, has over 23 years of experience in private equity, structured finance and project finance. He is currently Partner of Arth Equity Advisors LLP. He has attended 50% of the board meetings in FY17 and 75% of board meetings over the past three years. We expect directors to take their responsibilities seriously and attend all meetings.

Ms. Revathi Kasturi, 58, is Head of Laqsh Job Skills Academy, Bengaluru. She has over 35 years of experience in IT Industry. Her reappointment meets all statutory requirements.

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


If the company were to raise the entire Rs. 4. 0 bn at the current market price, there will be an equity dilution of ~ 9. 9% for the existing shareholders. We recognize that VAWL needs to raise capital for capex and issue equity instruments to maintain or improve its capital structure.

The company proposes to increase the authorized share capital to Rs. 15. 0 bn comprising of 1. 5 bn equity shares of Rs. 10 each from the existing Rs. 11. 0 bn comprising of 1. 1 bn equity shares of Rs. 10 each. Consequently, the capital clause of the MoA will require alteration. The increase in authorized share capital will enable the company to issue further shares.


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Dividend for FY17 is Rs. 10. 0/-, which is same as paid in the previous year. The total dividend outflow (including dividend tax for FY17) is Rs. 0. 4 bn, while the dividend payout ratio is 12. 5%.

Rajendra Shah, 84, has been associated with Atul for the past 34 years. His reappointment meets all statutory requirements.

T Gopi Kannan, 58, has been associated with Atul for past 24 years and is currently the CFO. His reappointment as an executive director meets all the statutory requirements.

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

Samveg Lalbhai, 56, is part of the promoter family. He has been on the board of the company for past 17 years. His proposed remuneration of Rs. 30. 4 mn for FY18 is in line with peers and commensurate with the size and complexity of the business.

In FY17 the members of Sanjay Lalbhai family (along with Arvind Ltd. And its subsidiaries) have sold their shares in Atul. As a result, the promoter shareholding has fallen from 51% to 44. 5%. They now hold 4,431 shares in aggregate, which is 0. 01% of the issued share capital. These shareholders are neither involved in daily operations, nor are able to influence the decisions made by the company and its management. The change will not materially impact non-promoter shareholders.


The total dividend for FY17 is Re. 1. 0/- per share. The total dividend outflow (including dividend tax for FY17) is Rs. 0. 7 bn, while the dividend payout ratio is 13. 9%.

Ravi Mazumdar is a professor at University of Waterloo, Canada. He retires by rotation, and his reappointment is in line with the statutory requirements.

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Their ratification is in line with our Voting Guidelines on Auditor (Re)Appointments and with the requirements of Section 139 of the Companies Act 2013.

Russel Walls is the Chairperson of Aviva Life Holdings Limited. He has been on Biocon’s board since April 2011. His reappointment is in line with all the statutory requirements.

Mary Harney has been on the company’s board since April 2012. Her reappointment is in line with all the statutory requirements.

Daniel M. Bradbury has been on the company’s board since April 2013. His reappointment is in line with all the statutory requirements.

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

The company has already paid an interim dividend of Rs. 10 per equity share. No final dividend is being paid. The total dividend is Rs. 1. 6 bn, same as previous year. The dividend payout ratio is 18. 6% v/s 19. 0% in FY16.

Aniruddha Basu (DIN: 06593527) is the Managing Director. His appointment is in line with all statutory requirements.

SR Batliboi & Co will replace Lovelock & Lewes as statutory auditors. Their appointment is in line with all statutory requirements.

CESC has raised secured loans from ICICI Bank, HDFC Bank, Karnataka Bank, Citi Bank, Central Bank, State Bank of India and DSB Bank aggregating Rs. 18. 4 bn and availed financial guarantee of Rs. 1. 7 bn to ICICI Bank. The secured debt has easier repayment terms, less restrictive covenants and marginally lower interest rates.




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The total dividend outflow including dividend tax for FY17 is Rs. 1. 8 bn. The dividend payout ratio is 36. 8%.

V Ravichandran is the Vice-Chairperson. He is liable to retire by rotation and his reappointment is in line with all statutory requirements.

Deloitte Haskins & Sells were reappointed for a period of 5 years in the company’s FY14 AGM. Under the Companies Act 2013, auditor appointment must be ratified annually. The ratification is in line with our Voting Policy on Auditor (Re)Appointment and follows the spirit of Section 139 of the Companies Act, 2013.

Ms. Nirupama Rao is Former Foreign Secretary of India. Her appointment is in line with the statutory requirements.


The total dividend for FY17 is Rs. 20. 0/- per share and the total dividend outflow (including dividend tax for FY17) is Rs. 4. 0 bn, while the dividend payout ratio is 28. 8%.

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

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

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


The company proposes to pay a total dividend of Rs. 4. 75 per equity share carrying a face value of Re. 1. 0 each. The total dividend (including dividend tax) amounts to Rs. 69. 4 bn. For FY17, the dividend payout ratio is 68. 1%.

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

These are practices which are not yet fully complied by all corporates and the current auditor is a reputed auditor. If the company doesn't change auditors over the next two years, we will review.

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Zafir Alam was appointed as an Additional Director from 26 October 2016 as a representative of General Insurer’s (Public Sector) Association of India. He is the General Manager of the New India Assurance Company Limited. His appointment is in line with the statutory requirements.

David Robert Simpson was appointed as an Additional Director from 27 January 2017 as a representative of Tobacco Manufacturer’s (India) Ltd. He is a Trustee, Cardiff University, UK. His appointment is in line with the statutory requirements.

Ashok Malik was appointed as an Additional Director from 11 April 2017 as a representative of Specified Undertaking of the Unit Trust of India. He is a member of the Board of Governors of the Indian Institute of Corporate Affairs His appointment is in line with the statutory requirements.

As part of the transition of management, the role Mr Deveshwar is fairly critical for the successful transition. Mr Deveshwar's proposed remuneration is justified the scale of operations of ITC.

Sanjiv Puri was appointed as CEO from 5 February 2017. He is a professional. The proposed remuneration, estimated at Rs. 112. 6 mn, is commensurate with the size and performance of the company.



The total dividend outflow including dividend tax on account of the interim and special dividend for FY17 is Rs. 4. 9 bn.

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The company has proposed a final dividend of Rs. 24. 0 per equity share of face value Rs. 10. 0 for the year ended 31 March 2017, in addition to the interim dividend of Rs. 16. 0 per share and special dividend of Rs. 100 per share. In FY16, the total dividend was Rs. 24. 0 per equity share. The aggregate dividend outflow including dividend tax for FY17 is Rs. 5. 9 bn (including interim, special and final dividends). The dividend payout ratio is 43. 8%.

Ramakant Sharma, 73, is Former Senior Vice President, Public Relations, Shree Cement Limited. He retires by rotation and his reappointment is in line with statutory requirements.

Their appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013. We recommend that a brief profile of the statutory audit firm and its partner and their relevant experience be provided at the time of appointment and reappointment.


The remuneration is in line with the size of operations of the company. An upper cap will give greater visibility to the overall compensation payable in future.

The issuance will be within the overall borrowing limit of the company, which is currently at Rs. 75 bn. However, the company has not disclosed the quantum of NCDs that it plans to issue.

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CARE proposes to pay a final dividend of Rs. 10 per share (FV Rs. 10). This is in addition to the total interim dividend of Rs. 18. 0 per share paid during the year. This aggregates to a total dividend of Rs. 28. 0 per share. Total dividend including the dividend distribution tax for the year is Rs. 1. 0 bn. Payout ratio was at 65. 5% for FY17.

Rajesh Mokashi is the MD & CEO. He retires by rotation and his reappointment is in line with all statutory requirements.

The company proposes to ratify Khimji Kunverji & Co as statutory auditors: Khimji Kunverji & Co have been the statutory auditors since FY12. Khimji Kunverji & Co’s ratification as statutory auditors is in line with our Voting Guidelines on Auditor (Re)Appointments and with the requirements of Section 139 of the Companies Act 2013.

Ms. Sadhana Dhamane manages Stressed Assets in the Central Office of LIC. Her appointment is in line with all the statutory requirements.

S. B. Mainak is the Chairperson. He has been the Non-Executive, Non-Independent Director since 17 August 2015. He is the former Managing Director of LIC. He retired from his post at LIC on 1 March 2016. After the cooling off period of one year from his retirement, he is eligible to be appointed as an Independent Director. His appointment is in line with all the statutory requirements.

Milind Sarwate is the Founder & CEO of Increate Value Advisors LLP. He has 33 years of experience in Finance, HR and strategy. His appointment is in line with all the statutory requirements.

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Ajit Shriram is the Joint Managing Director. He is liable to retire by rotation and his reappointment is in line with all statutory requirements.

Dr. N. J. Singh is Whole-time Director (EHS). He is liable to retire by rotation and his reappointment is in line with all statutory requirements.

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


Justice (Retd. ) Vikramajit Sen is a retired Judge of Supreme Court of India. His appointment is in line with the statutory requirements. He has attended 33% (one out of three) of the board meetings held in FY17. We expect directors to take their responsibilities seriously and attend all meetings: else, at least 75% of the board meetings held over a three-year period.

Pravesh Sharma is a retired IAS officer with over 30 years of administrative experience including three years in the Prime Minister’s Office. His appointment is in line with the statutory requirements.

The company seeks shareholder approval to keep the statutory registers viz. Register of members, debenture holders and other security holders including index of the names at any place within the NCT of Delhi. The documents will be maintained within the same city where the registered office is located; we believe that this will not inconvenience shareholders.

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Marico paid two interim dividends which aggregated Rs. 3. 5 per share of face value Re. 1. 0. The total dividend payout including dividend distribution tax amounts to Rs. 5. 1 bn for the year ended 31 March 2017. The dividend payout ratio for FY17 is 60. 3%.

Harsh Mariwala is the Promoter Chairperson. He retires by rotation and his reappointment is in line with all statutory requirements.

The company proposes to appoint BSR & Co. LLP as statutory auditors in place of the retiring auditors Price Waterhouse. BSR & Co. LLP’s appointment as statutory auditors is in line with our Voting Guidelines on Auditor (Re)Appointments and with the requirements of Section 139 of the Companies Act 2013.

The total remuneration proposed to be paid to the cost auditors in FY18 is reasonable compared to the size and scale of the company’s operations.

Rishabh Mariwala is part of the promoter group. He was engaged with Kaya Skin Care from 2008-2011. His appointment is in line with all statutory requirements.

Ananth Narayanan is the CEO of Myntra and Jabong. His appointment is in line with all the statutory requirements.

The company proposes to pay a final dividend of Rs. 0. 40 per share of face value Rs. 2. 0 for the year ended 31 March 2017. The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs. 30. 2 mn. The payout ratio for FY17 is 29. 1%.

Rakesh Kumar Sarna is a nominee of Indian Hotels Company Limited. He retires by rotation and his reappointment is in line with all statutory requirements.

Krishna R Bhupal is part of the promoter group. He retires by rotation and his reappointment is in line with all statutory requirements.

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

Ms. Indira Krishna Reddy is part of the promoter family. Her FY17 remuneration aggregated Rs. 27. 2 mn, which was 61. 57x the median employee remuneration. However, the profits in FY17 were inadequate to support this remuneration, because of which the company seeks shareholder approval. While Ms. Indira Krishna Reddy’s remuneration is higher than some industry peers, her remuneration is reasonable in absolute terms and is commensurate with the size and complexities of her responsibilities.

Ms. Shalini Bhupal is part of the promoter family. Her aggregate remuneration in FY17 was Rs. 15. 9 mn, which was 36x the median employee remuneration. Her remuneration is commensurate with the size and complexities of her responsibilities.

The company has proposed a final dividend of Re. 0. 8 per equity share of face value Rs. 2. 0 for the year ended 31 March 2017. The company has already paid an interim dividend of Re. 0. 8 per share. The total dividend outflow including dividend tax for FY17 is Rs. 73. 7 mn. The dividend payout ratio is 18. 1%.

Vineet Agarwal, 43, is part of the promoter family and Managing Director, Transport Corporation of India Limited. He retires by rotation and his reappointment is in line with statutory requirements.

These are practices which are not yet fully complied by all corporates and the current auditor is a reputed auditor. If the company doesn't change auditors over the next two years, we will review.

Ms. Taruna Singhi, 63, is founder, Address Home Retail Private Limited, a firm dealing with luxury home goods. Her appointment as independent director for five years is in line with statutory requirements.

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Standard Resolution. PASSEDStandard Resolution. PASSED

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The ratification is for related party transactions carried out by the company in FY17. The company states that these transactions are in the ordinary course of business and at arm’s length pricing. Further, these transactions are operational in nature.


Tech Mahindra proposes to pay a dividend of Rs. 9. 0 per equity share of face value Rs. 5. The dividend payout ratio was 34. 6%.

Ulhas N. Yargop has been is Group President of the Mahindra Group. He has been the Group’s Chief Technology Officer and Chairman of the Group Sustainability Council in the past. He is a nominee of the promoter on the board of Tech Mahindra. His reappointment as director liable to retire by rotation is in line with all statutory requirements.

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

The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs. 1. 3 bn. The dividend payout ratio for FY17 was 29. 4%.

R. Ravichandran (DIN: 06737497) is an LIC nominee. He will retire at the upcoming AGM and the vacancy caused by his retirement will not be filled up. Following his retirement, there will be no LIC nominee on the board.

Price Waterhouse Chartered Accountants LLP are replacing Deloitte Haskins & Sells as the statutory auditors. The appointment is in line with the statutory requirements.

Pankaj Joshi (DIN: 01532892) is a nominee of the Government of Gujarat. He is currently the Managing Director of Gujarat Urja Vikas Nigam Limited. His appointment is in line with the statutory requirements.



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The company proposes to pay a final dividend of Rs. 0. 9 per share (FV Rs. 2). Total dividend including the dividend distribution tax for the year is Rs. 0. 6 bn. Payout ratio was at 64. 1% for FY17.

Arjun Oberoi is the Promoter MD – Development. He retires by rotation and his reappointment is in line with all statutory requirements.

The company proposes to appoint Deloitte Haskins & Sells LLP as statutory auditors in place of Ray & Ray Chartered Accountants. Deloitte Haskins & Sells LLP’s appointment as statutory auditors is in line with our Voting Guidelines on Auditor (Re)Appointments and with the requirements of Section 139 of the Companies Act 2013.


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

Ms. Mamta Gupta is a partner in the family business firm - Newsprint Trading and Sales Corporation and is involved in its business development. She is liable to retire by rotation and her reappointment is in line with all statutory requirements.

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Ishaan Gupta is the son of Prem Kishan Gupta, the promoter and CMD of the company. At the age of 28, he does not have the requisite experience to be a board member of a listed company. The company has proposed to redesignate him as Joint Managing Director for five years from 8 February 2017 and fix his remuneration by payment of commission upto 5% of PAT (Rs. 37. 1 mn as per consolidated FY17 PAT). He was a Non-Executive Director of the company. The proposed remuneration is commensurate neither with his qualifications nor his experience.

The reappointment of Prem Kishan Gupta as CMD is in line with the statutory requirements. The proposed remuneration by payment of commission upto 5% of PAT (Rs. 37. 1 mn as per consolidated FY17 PAT) is commensurate with the size and complexity of the business. It is not commensurate with the financial performance of the company, however it is in line with the peers. In FY17, the ratio of remuneration (Rs. 17. 9 mn) to median remuneration was 66x. The company has not paid more than 3% of consolidated PAT in the past. We expect the company to remain judicious in the future as well. The company has not provided a cap in absolute terms to the commission payable.

The board is seeking approval of shareholders to fix payment of commission to non-executive directors at an amount not exceeding 1% of the net profits. The company must consider setting a cap in absolute terms on the commission payable.

The company has proposed a final dividend of Rs 6. 61 per equity share of face value Rs. 10. 0 for the year ended 31 March 2017. In FY16, the total dividend was Rs. 5. 50 per equity share. The total dividend outflow including dividend tax for FY17 is Rs. 243. 5 mn. The dividend payout ratio is 33. 0%.

Ms. Eva Maria Rosa Schork, 53, is the Managing Director, Igarashi Motoren GmbH, Germany. She has more than three decades of experience in motor business development and application engineering. She retires by rotation and her reappointment is in line with statutory requirements.

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The company proposes to appoint BSR & Co LLP as statutory auditors replacing Sharp & Tannan. Their appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013.

Hemant Nerurkar, 68, is the former MD, Tata Steel Limited. His reappointment is in line with statutory requirements.

S Radhakrishnan, 54, is the former MD, Nelcast Limited. His reappointment is in line with statutory requirements.

As the overall dilution is less than 2%, this proposal should be ok. As a good corporate governance practice, the management shouldn't have the leeway to change the exercise price lower than initially communicated as any price volatility should be bore by the employee as is the case with minority shareholders.

As the overall dilution is less than 2%, this proposal should be ok. As a good corporate governance practice, the management shouldn't have the leeway to change the exercise price lower than initially communicated as any price volatility should be bore by the employee as is the case with minority shareholders.

The amendment should be such that the management group has the right to appoint majority directors with 26% shareholding only as long as they are the largest single shareholder group/entity. This right will cease to exist automatically if this condition is not fulfilled.


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Dr. Kamal K. Sharma is Vice-Chairperson. His reappointment is in line with all the statutory requirements.

B S R & Co. LLP is part of the KPMG audit network. The ratification of their reappointment is in line with our Voting Guidelines on Auditor (Re)Appointments and with the requirements of Section 139 of the Companies Act 2013.


The company’s inter-corporate transactions as on 31 March 2017 aggregate Rs. 117. 5 bn. The additional headroom will give it flexibility to allow for further loans and investments. We highlight ‘transparency risk’ to the resolution as the company has not provided any details regarding the companies it proposes to transact with, nor the proposed nature of such transactions.

Magma Fincorp has proposed a dividend of Rs. 0. 8 per equity share of face value Rs. 2. 0 for the year ended 31 March 2017. The pay-out ratio for the year is 374. 7%. The company proposes to pay Rs. 0. 2 mn (excluding dividend distribution tax) on preference shares.

Sanjay Chamria is Vice Chairperson and Managing Director. His reappointment is in line with all statutory requirements.

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BSR & Co. LLP have been the statutory auditors of the company for six years. They were reappointed for a period of five years in the AGM of FY16. The ratification of their reappointment is in line with all statutory requirements.

It is the duty of the company of the company to provide atleast one annual report per registered folio.

Magma Advisory Services Ltd. (MASL) is a 100% subsidiary of Magma Fincorp. MASL was engaged in the business of providing services for manpower management, however since the last quarter of FY17, MASL has discontinued this business. Since MAFL is a wholly owned subsidiary of Magma Fincorp, there will be no payment of consideration. The entire shareholding that Magma Fincorp holds in MAFL shall stand cancelled upon the merger. The Scheme is intended to merge a 100% subsidiary into the Company itself and does not involve any movement of assets or liabilities to any company outside the group. There will be no change in the pre-and post-scheme of arrangement shareholding pattern Magma Fincorp.

The ESOP 2016 was approved prior to the company’s Initial Public Offering (IPO) and, as per regulatory requirements, needs to be ratified. Out of the total pool of 4. 19 mn options, 0. 38 mn options are yet to be granted. The exercise price will be equivalent to the fair market value as on date of grant; consequently, there will be limited impact on the P&L.

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PNB Housing Finance has raised long term funds through the private placement of multiple Non-Convertible Debentures (NCDs), each with a different ISIN. SEBI has recently come out with the circular on 30th June 2017, restricting issuance of multiple ISINs in a year and has suggested consolidation of ISIN for securities which are issued under multiple ISIN. As per the new rules, companies are allowed a maximum of 12 ISINs maturing per financial year for plain vanilla debt securities. In order to comply with the new rules and to consolidate its ISINs, the company requires an enabling provision in the existing AoA. The new clause will enable the board to consolidate NCDs issued under different ISINs into one or more ISINs.


Sunil Kaul (DIN: 05102910) is the Managing Director of Carlyle Singapore Investment Advisors Pte Limited and its nominee on the board. He retires by rotation and his reappointment is in line with the statutory requirements.

As per Companies Act 2013, auditors of Government controlled entities are to be appointed by the Comptroller and Auditor General (CAG) for one year. B. R. Maheswari & Co. LLP were first appointed as the statutory auditors in FY13. The reappointment is in line with the statutory requirements.

Sunil Mehta (DIN: 07430460) is the Managing Director and CEO of PNB (promoter). His appointment is in line with the statutory requirements.

Ashwani Kumar Gupta (DIN: 00108678) is a chartered accountant. His appointment is in line with the statutory requirements.

Ms. Shubhalakshmi Panse (DIN: 02599310) is the former CMD of Allahabad Bank. Her appointment is in line with the statutory requirements.

As on 31 March 2017, the company had outstanding borrowings of Rs. 356. 6 bn, as against an existing borrowing limit of Rs. 700 bn. In order to support its growing loan portfolio, the company believes it will need to increase its borrowing limit to Rs. 800 bn. The capital adequacy ratio as on 31 March 2017 is 21. 6% against a minimum 12% as required by regulatory norms. Debt levels in an NBFC are typically reined in by the regulatory requirement of maintaining aslated minimum capital adequacy ratio.

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At the time of its listing (Nov 2016), SEBI had directed the company to seek shareholder approval for clauses in its AoA which gives nomination rights to shareholders: 2 board seats if shareholding is >26%, 1 board seat if shareholding is between 10% and 26%. Presently, PNB and Carlyle Group have more than 26% shareholding and they have nominated two and one director respectively. The rights will waive off if the shareholding falls below the prescribed thresholds. The clauses, which are in line with market practices, will not significantly alter the current board composition.

Mamta Gupta is the wife of promoter Prem Kishan Dass Gupta. She is a partner in the family business firm – Newsprint Trading and Sales Corporation and responsible for business development. Her reappointment as director liable to retire by rotation is in line with all the statutory requirements.

Tomoyuki Masuda represents a major shareholder Mitsubishi Corporation on the Board of Snowman. He is the Senior VP - Living Essentials Group; Mitsubishi Corporation India Pvt. Ltd. His reappointment as director liable to retire by rotation is in line with all the statutory requirements.

Audit firms belonging to the Price Waterhouse Group have been Snowman’s statutory auditors for atleast 15 years. Snowman Logistics proposes to replace them with S R Batliboi and Co, LLP (part of the Ernst & Young audit network) for the next five years, with a ratification each year. The reappointment is in line with IiAS Voting Policy on Auditor (re)appointment and with provisions of section 139 of the Companies Act 2013.

Sunil Prabhakaran Nair was appointed as the CEO of the Company on 1 December 2016. His appointment as director is in line with all the statutory requirements.

Sunil Nair’s maximum proposed remuneration as COO for one year is ~ Rs 10. 3 mn (all fixed). While the Company has a stock option plan, terms of remuneration do not include stock options for Sunil Nair. He was paid a remuneration on Rs 3. 4 mn for the 4 months of FY17 after his appointment. The proposed remuneration for Sunil Nair is in line with industry peers and commensurate with the size and complexity of the business. Since it is his first year of appointment, his proposed remuneration cannot be linked to performance.


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The company has to improve the disclosure level for the attendance of directors for us to take an informed decision.

Chander Agarwal is the former Joint Managing Director. His reappointment is in line with all statutory requirements. The company has not disclosed the board meetings attended by each director during FY17. We have considered his attendance at board meeting held during FY16 and FY17 while framing our opinion.

Brahmayya & Co will replace RS Agarwala & Co as statutory auditors. Their appointment is in line with all statutory requirements.

Vijay Sankar is the Deputy Chairperson of the Sanmar Group. His appointment is in line with all statutory requirements.

The discount to CMP at which options will be granted is not disclosed. The limit of 1% of share capital per employee is too vague as the total ESOP is limited to 5% of the share capital. We would advise company to come out with a more granular disclosure on the proposed ESOP scheme.

The company proposes to extend the benefits of Employee Stock Option Plan-2017 to employees of its subsidiaries. Our decision on this resolution is linked to our decision on Resolution #6.


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Wockhardt Limited (‘Wockhardt’) proposes to pay dividend on preference shares at the rate of 0. 01% for FY17 aggregating to Rs. 0. 4 mn (including dividend tax).

The total dividend for FY17 is Rs. 10. 0/- per equity share and the total dividend outflow (including dividend tax for FY17) is Rs. 1. 3 bn, while the dividend payout ratio is 97. 0%.

His reappointment is in line with all the statutory requirements.

The ratification of their reappointment is in line with our Voting Guidelines on Auditor (Re)Appointments and with the requirements of Section 139 of the Companies Act 2013.

His appointment is in line with all the statutory requirements.


The proposed NCD issuance and existing borrowings will not exceed the borrowing limits of the company.

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The company proposes to appoint SRBC & Co LLP as statutory auditors in place of Price Waterhouse, Chartered Accountants. SRBC & Co LLP’ appointment as statutory auditors is in line with our Voting Guidelines on Auditor (Re)Appointments and with the requirements of Section 139 of the Companies Act 2013. As a best practice, the company must provide a brief profile of the statutory audit firm and its partners, and their experience, at the time of (re)appointment.

Jacob Sebastian Madukkakuzy has been appointed as the CFO since 7 October 2016. His appointment is in line with all statutory requirements.

The company proposes to appoint Jacob Sebastian Madukkakuzy as Whole-time Director and CFO of the company with proposed maximum remuneration of Rs. 77. 6 mn. The proposed remuneration is commensurate with the size and complexity of the business and is in line with the peers.

Chandrasekar Meenakshi Sundaram is Executive Vice-President – Sales & Customer Development. His appointment is in line with all statutory requirements.

The company proposes to appoint Chandrasekar Meenakshi Sundaram as Whole-time Director of the company with proposed maximum remuneration of Rs. 77. 6 mn. The proposed remuneration is commensurate with the size and complexity of the business and is in line with the peers.

The company proposes to increase the individual cap from the earlier approved Rs. 0. 5 mn to Rs. 1. 0 mn, upto 1% of net profits. The proposed remuneration is comparable to peers.

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

The total dividend for FY17 is Rs. 5. 5/- per share, which is same as paid in the previous year. The total dividend outflow (including dividend tax for FY17) is Rs. 1. 6 bn, while the dividend payout ratio is 89. 5%.

Karan Thapar, 60, represents the promoter group and is currently the Non-Executive Chairperson of Greaves Cotton. His reappointment meets all statutory requirements.

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

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Greaves Cotton has a branch in Cheshire, London (U. K. ). As per Companies Act 2013, companies require shareholder approval to audit foreign branch accounts. The reappointment of the branch auditor is in line with the statutory requirements.

Ms. Sree Patel, 42, is the former Executive Director of Mondelez India Foods Pvt. Ltd. She has experience in business strategy, corporate law, M&A and corporate governance. Her appointment meets all statutory requirements.

Nagesh Basavanhalli, 51, has over 20 years of experience of working with multiple OEMs like ATG Group and FIAT Chrysler. He graduated from University of Texas and did his M. B. A. From Booth School of Business, University of Chicago. His appointment meets all statutory requirements.

Nagesh Basavanhalli, 51, has over 20 years of experience of working with multiple OEMs like ATG Group and FIAT Chrysler. He received a remuneration of Rs. 17. 5 mn from 27 September 2016 to 31 March 2017. The proposed remuneration of Rs. 38. 0 mn for FY18 is in line with peers and is commensurate with the size and complexity of the business.

The company proposes to pay commission of upto 1% of net profits, to its executive directors. As the company grows in size, it must consider setting a cap in absolute terms on the commission payable.



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Ms. Jayantika Dave has worked as Vice President – Human Resources for Ingersoll Rand group in India between October 2009 and January 2015. She has attended 67% of the board meetings held in FY17 and 73% of the board meetings held from 12 September 2014 (date of appointment). We expect directors to take their responsibilities seriously and attend all meetings: IiAS has a threshold of minimum 75% attendance of board meetings held over a three-year period, when voting for re-appointment.

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

Amar Kaul is the Managing Director of the company. He joined the company on 10 May 2011 as Vice President & General Manager – Air Solutions. He holds B. Tech degree from G. B. Pant University and M. S. Degree from University of Warwick, U. K. His appointment is in line with all statutory requirements.

The appointment of Amar Kaul as Managing Director is in line with the statutory requirements. The proposed remuneration of Rs. 22. 6 mn from 1 April 2017 is commensurate with the size and complexity of the business and is in line with the peers. The company has also proposed to pay him Rs. 1. 5 mn (Rs. 20. 2 mn on an annualized basis) for a period from 5 August 2016 to 31 August 2016 and Rs. 12. 2 mn (Rs. 20. 9 mn on an annualized basis) for a period from 1 September 2016 to 31 March 2017. The company has not provided a cap in absolute terms on the commission payable. It has not given any details regarding the stock options offered by Ingersoll-Rand PLC. The proposed remuneration structure lacks transparency and gives the board substantial leeway in determining the final pay.



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The company proposes final dividend of Rs. 2. 6 per equity share, an increase from Rs. 2. 2 per share paid in the previous year. The total dividend is Rs. 2. 8 bn. The dividend payout ratio is 36. 5% v/s 33. 3% in FY16.

Harish Bhat (DIN 00478198) is the former CEO of Tata Global Beverages. His reappointment is in line with all statutory requirements.

BSR & Co will replace Deloitte Haskins & Sells as statutory auditors. Their appointment is in line with all the statutory requirements.

Atulya Misra (DIN 02210369) is IAS officer and the nominee of TIDCO. His appointment is in line with all statutory requirements.

The company seeks approval to authorize the Board of Directors to appoint branch auditors in consultation with the company’s auditors – these auditors will audit thebranches outside India.


Jayesh Shah, 57, is currently designated as CFO and has been on the board of Arvind for past 15 years. His reappointment meets all statutory requirements.

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The NCDs will be issued within the overall borrowing limit. PASSED

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


Punit Lalbhai, 35, is son of Sanjay Lalbhia, the promoter. He was appointed as the Executive Director in FY12 AGM for five years. He is a graduate in science from University of California and an M. B. A. From INSEAD, France. His proposed remuneration of Rs. 34. 3 mn for FY18 is in line with peers and commensurate with the size and complexity of the business. As a good practice, companies must consider setting a cap in absolute amounts on commission and the overall remuneration payable to executive directors.

Kulin Lalbhai, 32, is son of Sanjay Lalbhia, the promoter. He was appointed as the Executive Director in FY12 AGM for five years. He is a graduate in science from Stanford University and an M. B. A. From Harvard Business School, USA. His proposed remuneration of Rs. 34. 3 mn for FY18 is in line with peers and commensurate with the size and complexity of the business. As a good practice, companies must consider setting a cap in absolute amounts on commission and the overall remuneration payable to executive directors.


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Dividend for FY17 is Rs. 5. 0/-, which is same as paid in the previous two years. The total dividend outflow (including dividend tax for FY17) is Rs. 870. 2 mn, while the dividend payout ratio is 50. 1%.

Rahul Kirloskar, 54, is part of the promoter family. He is currently the Executive Chairperson of Kirloskar Pneumatic Ltd. His reappointment meets all statutory requirements.

The ratification of PC Bhagwat’s reappointment is in line with our Voting Guidelines on Auditor (Re)appointment and with the requirements of Section 139 of the Companies Act 2013.

Atul Kirloskar, 61, is the promoter of KOEL. He was last reappointed as the Executive Chairperson in FY12 for five years. The proposed remuneration of Rs. 38. 4 mn for FY18 is in line with peers and is commensurate with the size and complexity of the business. As a good practice, companies must consider setting a cap in absolute amounts on commission and the overall remuneration payable to executive directors.

Gautam Kulkarni, 60, belongs to the promoter group of KOEL. He was last reappointed as the Executive Vice Chairperson in FY12 for five years. The proposed remuneration of Rs. 45. 4 mn for FY18 is in line with peers and is commensurate with the size and complexity of the business. As a good practice, companies must consider setting a cap in absolute in absolute amounts on commission and the overall remuneration payable to executive directors.

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Nihal Kulkarni, 36, represents the promoter group on the board. He is a graduate in Economics from Brown University, USA. He has over ten years of experience in Finance and Investments in organizations like Toyota Motor Sales and DSP Merrill Lynch. He was last reappointed as the Managing Director in FY12 for five years. The proposed remuneration of Rs. 47. 5 mn for FY18 is in line with peers and is commensurate with the size and complexity of the business. As a good practice, companies must consider setting a cap in absolute in absolute amounts on commission and the overall remuneration payable to executive directors.

Ms. Satish Jamdar, 65, is a graduate from IIT, Mumbai and has over 43 years of work experience. He was the Managing Director of Blue Star for seven years, till 2016. His appointment as an independent director meets all the statutory requirements.

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

R. Srinivasan, 76, is a graduate from University of Madras. He is the former Managing Director of Widia (an Indo-German JV) till 1994. He is also on the board of companies like TTK Prestige Ltd. And Sundram Fasteners. We will not classify him as an independent director, once his overall tenure on the board exceeds ten years.

Dividend for FY17 is Rs. 13. 0/-, while it paid a dividend of Rs. 12. 0/- in the previous year. The total dividend outflow (including dividend tax for FY17) is Rs. 9. 3 bn, while the dividend payout ratio is 23. 5%.

Pawan Goenka, 62, has been associated with M&M for the past 24 years. His reappointment meets all statutory requirements.

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BSR & Co. LLP’s appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013. We appreciate the detailed disclosures on the profile and experience of BSR & Co. LLP and the audit partner made by the company.


TN Manoharan, 61, is a Chartered Accountant, a graduate and post graduate in commerce. He has served on various committees of IRDA, RBI, SEBI, CAG and CBDT. He also serves on board of Tech Mahindra and Canara Bank. His appointment as an independent director meets all the statutory requirements. TN Manoharan, 61, is a Chartered Accountant, a graduate and post graduate in commerce. He has served on various committees of IRDA, RBI, SEBI, CAG and CBDT. He also serves on board of Tech Mahindra and Canara Bank. His appointment as an independent director meets all the statutory requirements.

Anand Mahindra, 62, is part of the promoter family. He has been on the board of M&M for past 28 years and was last reappointed FY12 AGM for a period of five years. The proposed remuneration is likely to range between Rs. 85 mn and Rs. 110 mn, which is commensurate with the size and complexity of the business, and comparable to peers.

Dr. Pawan Goenka, 62, joined M&M in 1993 as General Manager (R&D). He was appointed as an Executive Director for five years in FY14 AGM. The proposed remuneration is likely to range between Rs. 120 mn and Rs. 150 mn (including fair value of ESOPs), which is commensurate with the size and complexity of his responsibilities, and comparable to peers.

The NCDs and / or CPs will be issued within the overall borrowing limit, at an interest rate not exceeding 10% p. A.

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The company paid two interim dividends of Rs. 3 each and proposes to pay a final dividend of Rs. 54 per equity share. The total dividend including the interim dividend (including dividend tax) is Rs. 306. 3 mn v/s Rs. 254. 3 mn in the previous year. The dividend payout ratio is low at 2. 1% v/s 1. 0% in FY16.

Dr. KC Mammen (DIN: 00019494) is the promoter and director of the company since 1975. His reappointment is in line with all statutory requirements.

Mahesh, Virender & Sriram will jointly audit the financial statements of the company with SCA and Associates. We expect the company to disclose a profile of the firm and the rationale behind their selection.

SCA and Associates were appointed as joint statutory auditors in the 2016 AGM. The ratification is in line with all statutory requirements.

The past actions of the management group have benefited the company's operations and we believe the same will not be impacted by this move.




KM Mammen’s revised annual remuneration is estimated at Rs. 218. 3 mn. This is in line with peers and commensurate with the size and complexity of business.

Arun Mammen‘s revised annual remuneration is estimated at Rs. 201. 6 mn. This is in line with peers and commensurate with the size and complexity of business.

Rahul Mammen Mappillai was promoted as the Managing Director with effect from 4 May 2017. His revised annual remuneration is estimated at Rs. 174. 3 mn. This is in line with peers and commensurate with the size and complexity of business.

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Samir Thariyan Mappillai, 35, belongs to the promoter family. His proposed remuneration is estimated at Rs. 21. 6 mn. This is in line with peers and commensurate with the size and complexity of business.

Varun Mammen, 35, bbelongs to the promoter family. His proposed remuneration is estimated at Rs. 21. 6 mn. This is in line with peers and commensurate with the size and complexity of business.


The bank proposes to pay equity dividend of Rs 1. 8 per share of face value Rs. 10 for FY17, the payout ratio was 18. 1%.

Narayan Ramachandran is the Chairperson of the bank. His reappointment as director is in line with all statutory requirements.

BSR & Co. LLP replaced SR Batliboi & Co. LLP as statutory auditors of the bank in the AGM of FY16. They have been auditing the bank’s accounts for the last one year. Their appointment is in-line with the statutory requirements.

RBL Bank has 239 branches across in 20 states/union territories and proposes to appoint branch auditors to audit its branches. The branch auditors will be appointed in consultation with the statutory auditors.

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RBL Bank has not paid any commission on profit to the Non-Executive Directors in past. The Bank is now proposing profit based commission to the Non-Executive Directors (excluding the Chairperson of the Bank). The Bank proposes a commission on profit for FY17-18 upto a maximum of Rs. 1 mn per director which is the maximum permitted by RBI. The amount of profit based commission payable to Non-Executive Directors will be as per the criteria laid down by the Board.

The present authorized share capital of RBL Bank is Rs. 4. 0 bn. In order to meet its growth objectives and to strengthen its capital adequacy position the Bank may be required to raise long term resources by issuing equity shares. As on 31 March 2017, RBL Bank has issued 375,203,136 shares of Rs 3. 75 bn capital. The existing authorized share capital of the Bank may not be sufficient for further issues.

The increase in authorized capital would also require consequential amendments to the existing Clause 5 of the Memorandum of Association of the Bank.

RBL Bank’s capital adequacy ratio of 13. 7% is higher than RBI’s minimum requirement under BASEL III norms. Considering the growth in business and operations of the Bank, its present and future requirements, RBL Bank needs fresh funds. Since the Bank is required to maintain its capital adequacy ratio at levels prescribed by the RBI, we believe that the Bank’s capital structure will be regulated at all times. RBL Banks’s debt is rated ICRA A+(hyb)/Positive, ICRA A1+ and ICRA MAA-/Positive, which indicates a high degree of safety regarding timely servicing of financial obligations.

The issuance of debt securities on private placement basis will be within the bank’s overall borrowing limit.

Vishwawir Ahuja was paid a remuneration of Rs. 17. 2 mn in FY17 (including performance bonus). No stock options were granted to him during the year. We estimate the revised remuneration for FY18 to be in the region of Rs. 30 mn. The bank has confirmed that they would not be granting any ESOPs to Vishwavir Ahuja for FY18. Vishwavir Ahuja owns 2. 4% of RBL’s equity as on 31 March 2017. The proposed remuneration is in line with industry peers. Further, it is commensurate with the size and performance of the business and complexities of his role.

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RBL plans to issue 32. 6 mn shares on a preferential basis to institutional investors, at a price of Rs 515. 0 per share (floor price as per SEBI ICDR Regulations was Rs 511. 26). Total amount raised will be Rs 16. 8 bn. The Bank plans to raise additional capital to augment its Tier-I capital for future organic growth of business and to enable the Bank to capitalize on inorganic opportunities and for other general corporate purposes. The overall dilution will be 8. 0% of the post issue capital. The Bank needs capital to maintain its capital adequacy ratio as it follows through on its expansion plans.

The company has proposed a final dividend of Rs. 3. 0 per equity share of face value Re. 1. 0 for the year ended 31 March 2017. The total dividend outflow including dividend tax for FY17 is Rs. 0. 9 bn. The dividend payout ratio is 13. 2%.

PR Venketrama Raja, 58, is part of the promoter family and the Chairperson and Managing Director with effect from 4 June 2017, subject to shareholder approval. Previously, he was a non-executive director on the board. He retires by rotation and his reappointment is in line with statutory requirements.

Their appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013. We believe the company could have avoided clubbing the appointments of two audit firms to allow shareholders to vote on each of them separately. We recommend that a brief profile of the statutory audit firm and its partner and their relevant experience be provided at the time of appointment and reappointment.


The NCDs which are proposed to be issued will be within the overall borrowing limits of Rs. 50 bn.


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Ujjivan has proposed a dividend of Rs. 0. 8 per equity share of face value Rs. 10. 0 for the year ended 31 March 2017. The pay-out ratio for the year is 5. 5%. Ujjivan has applied to the RBI for registration as a NBFC-Core Investment Company (CIC). Once registered as a CIC, the dividend payout will largely depend upon the dividends it receives from its subsidiary Ujjivan Small Finance Bank Limited.

The Company proposes to appoint Price Waterhouse Chartered Accountants LLP (part of the Price Waterhouse audit network) as statutory auditors for a period of five years with a ratification each year. Deloitte Haskins and Sells (part of the Deloitte Touche Tohmatsu audit network) have been Ujjivan’s auditors for last 13 years. The appointment is in line with all statutory requirements.

Amit Gupta is nominee of shareholder, NewQuest Capital Advisors (HK) Ltd. He NewQuest’s Chief Operating Officer. He retires by rotation and his reappointment is in line with all statutory requirementsAmit Gupta was appointed on the board in March 2015. He has attended 5 of 12 board meetings held in FY17 and 10 of the 22 board meetings held since his appointment. We expect directors to take their responsibility seriously and attend all board meetings. We have a threshold of a minimum attendance level of 75% of the board meetings over a 3-year period, while voting FOR reappointment and will be monitoring his attendance going forward.

Sudha Suresh’s maximum proposed remuneration (fixed + variable) will not exceed Rs 13. 5 mn. She will also be eligible for ESOPs as decided by the board. We estimate her maximum remuneration at Rs 14. 8 mn including the value of ESOPs for the year. The remuneration proposed for Sudha Suresh is commensurate with the size and complexities of the business and comparable to peers in the industry.

The Foreign Exchange Department, RBI (FED) on 24 April 2017 reduced the maximum foreign shareholding ceiling in Ujjivan from 49% to 47%. RBI has advised the Company to submit the special resolution passed the shareholders for the reduction in foreign shareholding ceiling from 49% to 47%. This is an enabling resolution.

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The company has paid an interim dividend of Rs. 4. 0 per equity share of face value Rs. 10. 0 for the year ended 31 March 2017. The total dividend outflow including dividend tax for FY17 is Rs. 0. 4 bn. The dividend payout ratio for FY17 is 62. 3%.

Dr. Ashok Shettar has attended 50% of the board meetings held in FY17 and 67% of the board meetings held over a two-year period. We expect directors to take their responsibilities seriously and attend all meetings.

Walker Chandiok & Co LLP was reappointed for a period of 5 years in the company’s FY15 AGM. They have been the statutory auditors of the company for nine years. Under the Companies Act 2013, auditor appointment must be ratified annually. The ratification is in line with our Voting Policy on Auditor (Re)Appointment and follows the spirit of Section 139 of the Companies Act, 2013.

The reappointment of Dr. Vijay Sankeshwar as CMD is in line with the statutory requirements. The proposed remuneration of Rs. 37. 3 mn is commensurate with the size and complexity of the business and in line with the peers. In FY17, the ratio of remuneration (Rs. 31. 1 mn) to median remuneration was 441x.

The company has proposed to revise his remuneration to Rs. 31. 6 mn for two years from 1 April 2017: his remuneration aggregated Rs. 19. 8 mn in FY17. While the proposed remuneration does not align with the company’s performance, in absolute terms it is comparable to peers and commensurate with the size and complexity of the business.

K N Umesh, 63, joined VRL Logistics Limited on 12 March 1984. The proposed remuneration of Rs. 11. 2 mn is commensurate with the size and complexity of the business and in line with the peers. The remuneration structure does not have a variable component to link pay and performance.

L R Bhat, 58, has been associated with the company since 1 July 1995. He heads the vehicle maintenance function and has developed the in-house Information Technology. The proposed remuneration of Rs. 11. 2 mn is commensurate with the size and complexity of the business and in line with the peers. The remuneration structure does not have a variable component to link pay and performance.

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The company proposes to pay a final dividend of Rs. 22. 0 per share of face value Rs. 2. 0 for the year ended 31 March 2017. The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs. 3. 2 bn. The payout ratio for FY17 is 37. 7%.

AK Hirjee is part of the promoter group. He is the Vice Chairperson of Bombay Burmah Trading Corp Ltd. He attended 50% of the board meetings in FY17 and 83% of the board meetings over the past three years. He retires by rotation and his reappointment is in line with all statutory requirements. We have a minimum threshold of 75% attendance of board meetings over a three-year period, while voting on re-appointment of directors.

BSR & Co LLP have been auditing the company’s financial statements for the past seven years (since FY11). BSR & Co LLP were reappointed for a period of 5 years in the company’s FY14 AGM. BSR & Co LLP’s ratification as statutory auditors is in line with our Voting Guidelines on Auditor (Re)Appointments and with the requirements of Section 139 of the Companies Act 2013.

Dr. Ajay Shah is a professor at National Institute of Public Finance and Policy, New Delhi. He was appointed as an Additional Director from 13 February 2017. His appointment is in line with all the statutory requirements.

Dr. Yashwantrao Thorat is the former Chairperson, NABARD. He was appointed as an Additional Director from 13 February 2017. His appointment is in line with all the statutory requirements.


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The total dividend outflow including dividend tax on account of the interim dividend for FY17 is Rs. 28. 8 mn.

The company has proposed a final dividend of Rs. 0. 3 per equity share of face value Re. 1. 0 for the year ended 31 March 2017, in addition to the interim dividend of Rs. 0. 2 per share. The aggregate dividend outflow including dividend tax for FY17 is Rs. 72. 0 mn (including interim and final dividends). The dividend payout ratio is 6. 8%.


Their appointment is in line with our Voting Guidelines on Auditor (Re)Appointments and with the requirements of Section 139 of the Companies Act 2013.

Astral proposes to reappoint Ms. Jagruti Engineer as its Whole-time Director for a period of 3 years with effect from 1 May 2017. She is heading the Administration and Human Resource department of the company. Her reappointment is in line with all statutory requirements. The proposed remuneration of Rs. 6. 6 mn for FY18, is in line with peers and commensurate with the size and scale of operations. The remuneration structure does not have any variable pay component. We believe, as a board member, her pay must be aligned with the performance of the company.

The proposed NCD issuance and existing borrowings will not exceed the borrowing limits of the company.

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The total outflow on account of dividend is Rs. 0. 5 bn, same as previous year. The dividend payout is 15. 4% v/s 11. 9% in FY16.

HV Goenka (DIN: 00026726) belongs to the promoter family and is the Chairperson of the company. His reappointment is in line with all statutory requirements.

SRBC & Co have audited the past five years financial statements of the company. The company proposes to appoint them for another five-year term. Their reappointment is in line with all statutory requirements.

The company seeks approval to authorize the Board of Directors to appoint branch auditors in consultation with the company’s auditors – these auditors will audit the branches outside India.

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The company has removed the cap from his performance bonus and maximum remuneration. His proposed performance bonus is at the discretion of the board with no limit on maximum remuneration. We observe that the company has been judicious in paying remuneration in the past with his performance bonus ranging between 20% and 32% of fixed salary. Anant Vardhan Goenka’s proposed remuneration is estimated at Rs. 44. 7 mn, including performance bonus of Rs. 10. 3 mn (30% of fixed salary). His overall remuneration is commensurate with performance of the company and in line with peers.


The proposed issuance will be carved out of the company’s Rs. 10 bn borrowing limit, which was approved by shareholders in September 2014 AGM.

The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs. 65. 3 mn. The dividend payout ratio for FY17 was 15. 0%.

Din Dayal Gupta (DIN: 00885582) is the non-executive Chairperson. He retires by rotation and his reappointment is in line with the statutory requirements.

Singhi & Co are replacing Amit Ved Garg & Co as the statutory auditors. The appointment is in line with the statutory requirements.

Rakesh Biyani (DIN: 00005806) is the Joint MD of Future Retail. His appointment is in line with the statutory requirements.

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Sunil Mitra (DIN: 00113473) is the former Finance Secretary, Government of India. His appointment is in line with the statutory requirements.

With the objective of making the share more affordable to small shareholders, the company proposes to sub-divide the equity shares of Rs. 10 each to Rs. 2 each. This will enhance shareholder participation and improve liquidity.

The sub-division of equity shares would require amendment to Clause V of the Memorandum of Association.



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

Siddhartha Lal, 44, belongs to the promoter group of the company. He has been on the board since 2006 and was re-appointed as managing director of the company with effect in the previous AGM for five years. As per the Eicher’s remuneration policy, Siddhartha Lal’s salary is revised each year. His proposed remuneration of Rs. 104. 6 mn for FY18 is in line with peers and is commensurate with the size and complexity of the business.



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Arun Bharat Ram is the promoter and Executive Chairperson of SRF Limited. His reappointment is in line with all statutory requirements.

Deloitte Haskins & Sells have been auditing the company’s accounts for the past nine years. Prior to that, Thakur, Vaidyanath Aiyar & Co. Were the statutory auditors. The ratification is in line with our Voting Guidelines on Auditor Rotation and with the requirements of Section 139 of the Companies Act 2013.

Pramod Gopaldas Gujarathi is being appointed as Director (Safety & Environment) and Occupier of Factories. His appointment is in line with all statutory requirements.

Pramod Gujrathi’s predecessor Ravichandra Kambhampaty was paid a remuneration of Rs 1. 7 mn in FY17. Assuming a 25% growth we estimate the proposed remuneration at Rs 2. 1 mn for FY18. We raise concerns over the quality of resolution presented, since there are no details available, except that the remuneration will be less than 5% of profits. While we believe such resolutions do not provide us sufficient information, we have used the company’s past practices to arrive at a considered estimation of remuneration. We expect the company to remain judicious in its remuneration payouts.

Arun Bharat Ram was paid a remuneration of Rs 48. 4 mn in FY17 and we estimate the proposed remuneration at Rs 51. 0 mn. We raise concerns over the quality of resolution presented, since there are no details available, except that the remuneration will be less than 5% of profits. While we believe such resolutions do not provide us sufficient information, we have used the company’s past practices to arrive at a considered estimation of remuneration. We expect the company to remain judicious in its remuneration payouts, and the nomination and remuneration committee to provide greater clarity on the performance metrics used to base Arun Bharat Ram’s overall remuneration.

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Payment to cost auditors for FY18 aggregates Rs. 0. 86 mn (excluding service tax and reimbursement of out-of-pocket expenses) which is commensurate to the size of the company.

The non-convertible debentures will be carved out of the approved borrowing limits. SRF’s long term rating is CRISIL AA+/Stable and short-term rating is CRISIL A1+.

The total outflow on account of dividend is Rs. 11. 7 bn v/s Rs. 9. 3 bn in the previous year. The dividend payout is 33. 9% v/s 96. 9% in FY16.

Dinesh Kumar Mehrotra (DIN: 00142711) is the former Chairperson of Life Insurance Corporation of India. His reappointment is in line with all statutory requirements.

Koushik Chatterjee (DIN: 00004989) is in charge of Tata Steel’s operations in Europe. His reappointment is in line with all statutory requirements.

Price Waterhouse & Co will replace Deloitte Haskins and Sells as statutory auditors. Their appointment is in line with all statutory requirements.

N Chandrasekaran (DIN: 00121863) is the Chairperson of Tata Sons Limited – the holding company and former CEO and Managing Director of Tata Consultancy Services Limited. His appointment is in line with all statutory requirements.

Dr. Peter (Petrus) Blauwhoff (DIN: 07728872) is the former Chief Executive Officer of Deutsche Shell Holding GmbH. His appointment is in line with all statutory requirements.

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Aman Mehta is a professional who has worked with HSBC group. Just by his presence on the board of TCS, doesn't compromise his position as an independent director.

Deepak Kapoor (DIN: 00162957) is the former Chairperson of PwC India. His appointment is in line with all statutory requirements.


The proposed issuance will be carved out of the company’s Rs.700 bn borrowing limit, which was approved by shareholders in August 2014 postal ballot.


Rajesh Adani (DIN: 00006322), 53, is part of the promoter family and Managing Director, Adani Enterprises Limited. He retires by rotation and his reappointment is in line with statutory requirements.

Pranav Adani (DIN: 00008457), 39, is part of the promoter family and Executive Director, Adani Enterprises Limited. He retires by rotation and his reappointment is in line with statutory requirements.

The company proposes to appoint Shah Dhandharia & Co as statutory auditors replacing Dharmesh Parikh & Co. Their appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013.

Venkataraman Subramanian (DIN: 00357727), 69, is a Retired IAS Officer and former Secretary to the Government of India, Ministry of New and Renewable Energy. His appointment is in line with statutory requirements.

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Ms. Vijaylaxmi Joshi (DIN: 00032055), 59, is a Retired IAS Officer and former Joint Secretary to the Government of India, Ministry of Commerce. Her appointment is in line with statutory requirements.

Assuming the issue price is the current market price (Rs. 137. 9 as on 19 July 2017), the company will issue ~363mn shares, if it raises the maximum amount of Rs. 50 bn. The maximum dilution is ~24. 8% on the expanded capital base. The company has taken similar approvals for the past few years but has not issued securities during this period. We expect the company to disclose the purpose of raising capital.

The NCDs which are proposed to be issued will be within the overall borrowing limits of Rs. 120 bn over and above the paid up capital and free reserves. The company has not specified the quantum of NCDs it proposes to issue.


The total dividend outflow including dividend tax for the year is Rs. 3. 2 bn. The dividend payout ratio for the year is 10. 5%.

The company proposes a dividend of 0. 01% dividend on 0. 01% Non-Cumulative Redeemable Preference Shares of Rs. 10 each, aggregating Rs. 2811. 0.

As part of the promoter group, attendance should be higher than 75%. If travelling out of country, use of new technology like video conferencing should be facilitated by the company to ensure better participation.

The company proposes to appoint Deloitte Haskins & Sells LLP in place of the retiring auditors, SRBC & CO LLP. Deloitte Haskins & Sells LLP’s appointment as statutory auditors is in line with our Voting Guidelines on Auditor (Re)Appointments and with the requirements of Section 139 of the Companies Act 2013.

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The company proposes to appoint Gautam Adani as MD for a further five years. The terms of remuneration remain the same. In FY17, his remuneration aggregated Rs. 28. 0 mn, which was 42. 55x the median employee remuneration. The proposed remuneration of Rs. 28. 0 mn is commensurate with the size and complexities of his responsibilities. As a good practice companies must provide an absolute cap on the variable pay.

Karan Adani has been the CEO of the company since 1 January 2016. He is part of the promoter group. His appointment is in line with all the statutory requirements.

Though the fixed compensation is not an issue. However there should be an upper cap on absolute amount of total compensation with shareholder approval.

The maximum potential dilution is estimated to be 6. 0%. The company has taken similar approvals in the past, but has not issued securities during the validity period of the approval. However, we expect the company to clearly state the reasons for raising funds.

The issuance will be within the overall borrowing limit of the company (currently at Rs. 250 bn). However, the company has not disclosed the quantum of NCDs that it plans to issue.

The total outflow on account of dividend is same as previous year at Rs. 739. 4 mn. The dividend payout ratio is 70. 4%.

Ms. Rajashree Birla (DIN: 00022995) belongs to the promoter family. Her reappointment is in line with all statutory requirements.

SRBC & Co were appointed as statutory auditors for a five-year term in 2016 AGM. The company has proposed to pay them Rs. 13 mn for FY18 (excluding applicable taxes). Their ratification is in line with all statutory requirements.

The issuance of Non-Convertible Debentures on private placement basis will be within the overall borrowing limit. The amount to be raised through the issuance of Non-Convertible Debentures is not disclosed.


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The company has not paid any commission to its non-executive directors until FY16. In FY17, the company paid an aggregate commission of Rs. 10 mn. While we expect the company to remain judicious in its commission payouts to non-executive directors, as a good practice, it must consider setting a cap in absolute amount of the commission payable.

Being the only director of Pilani Investments and Industries Corporation Limited – one of the promoter group company – Ramavatar Makharia had declared his family shareholding under ‘Promoter/Person Acting in Concert’ category. He ceased to be the Director of Pilani Investments and Industries Corporation Limited with effect from September 2016. He and his family do not exercise any control, or are not involved in the management of the company.


Anand M. Nadkarni, 59, has been on the company’s board since 2014. His reappointment is in line with the statutory requirements.

Gokhale & Sathe’s appointment is in line with our Voting Guidelines on Auditor (Re)Appointments and with the requirements of Section 139 of the Companies Act 2013.

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

The company proposes to pay final dividend of Rs. 0. 25 per share of FV Rs. 5. 0 for FY17. The dividend amount including the dividend tax is Rs. 32. 9 mn. The dividend payout ratio for FY17 is 10. 8%.

Rajeev Takru has been an Executive Director of the Company since 2005. He retires by rotation and his reappointment is in line with all statutory requirements.

Kamal Kishore Baheti is the CFO. He retires by rotation and his reappointment is in line with all statutory requirements.

The company proposes to appoint Deloitte Haskins & Sells LLP as statutory auditors in place of the retiring auditors, Price Waterhouse & Co. Deloitte Haskins & Sells LLP’s appointment as statutory auditors is in line with our Voting Guidelines on Auditor (Re)Appointments and in line with the requirements of Section 139 of the Companies Act 2013.

Aditya Khaitan is the promoter Vice Chairperson and MD. His term as MD expired on 31 March 2017. His reappointment is in line with statutory requirements.

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In a cyclical business and the bottom of the cycle, the compensation may look high as a % of profit currently.

Aditya Khaitan is part of the promoter family. His FY17 remuneration aggregated Rs. 39. 7mn, and 25. 43x the executive employee remuneration. Aditya Khaitan’s remuneration is commensurate with the complexities of his responsibilities. Shareholders should note that as the company was not doing well in FY17, he was not paid a bonus of Rs. 9. 0 mn for the year.

Rajeev Takru has been the Whole Time Director of the company since 2005. The proposed remuneration terms remain unchanged from last time, however bonus and allowances have been made variable. The proposed remuneration of Rs. 19. 8 mn will be set as minimum remuneration (which will be paid even if the company makes inadequate profits Rajeev Takru has over four decades of experience in tea estate management as well as administrative and human resource functions. He is in charge of all the plantations and tea processing factories of the company. He is a professional whose skills carry market value, and the proposed remuneration is comparable with industry peers. His FY17 remuneration aggregated Rs. 19. 8 mn, and 12. 72x the executive employee remuneration.

Azam Monem has been the Whole Time Director of the company for over a decade. The proposed remuneration terms remain unchanged from last time, however bonus and allowances have been made variable. The proposed remuneration of Rs. 19. 8 mn will be set as minimum remuneration (which will be paid even if the company makes inadequate profits Azam Monem is in charge of Sales and Marketing and has 37 years of experience in tea tasting and marketing. He is a professional whose skills carry market value, and the proposed remuneration is comparable with industry peers. His FY17 remuneration aggregated Rs. 19. 8mn, and 12. 67x the executive employee remuneration.

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Kamal Kishore Baheti is the CFO. He has over 25 years of work experience. The proposed remuneration terms remain unchanged from last time, however Bonus and allowances have been made variable. The proposed remuneration of Rs. 19. 8 mn will be set as minimum remuneration (which will be paid even if the company makes inadequate profits The proposed minimum remuneration is comparable to peers. His FY17 remuneration aggregated Rs. 19. 7mn, and 12. 65x the executive employee remuneration.

With the coming into force of the Companies Act, 2013, several provisions of the existing Articles of Association (AoA) of the Company require alteration or deletion. Accordingly, the Company has proposed to replace the entire existing AoA. The proposed changes to their AoA are available on their website.

The proposed remuneration is reasonable. The company has disclosed the specific areas which will be covered by individual cost auditors and the remuneration of these activities.

The documents will be maintained within the same city where the registered office is located; we believe that this will not inconvenience shareholders.

Dividend for FY17 is Re. 1. 0/-, while it paid a dividend of Rs. 3. 0 in the previous year. The total dividend outflow (including dividend tax for FY17) is Rs. 0. 2 bn, while the dividend payout ratio is 25. 9%.

GRK Prasad, 60, represents the promoter family on the board. He has been associated with NBVL for the past 14 years. His reappointment meets all statutory requirements.

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

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S Padmanabhan is Executive Chairperson of Tata Business Excellence Group and Head Group HR of Tata Sons. He is liable to retire by rotation and his appointment is in line with all statutory requirements.

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


The company proposes to pay final dividend of Re. 10 per share of FV Rs. 10. 0 for FY17. The dividend amount including the dividend tax is Rs. 0. 1 bn. The dividend payout ratio for FY16 is 30. 2%.

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Priya Joseph is the Promoter Whole-Time Director. She retires by rotation and her reappointment is in line with all statutory requirements.

The company had reappointed BSR & Co. LLP at the FY16 AGM for a period of five years. BSR & Co. LLP, Chartered Accountants, has resigned as statutory auditor on 16 May 2017 and the Company proposes to appoint one of its group firm BSR & Associates LLP. This has been done as BSR & Co have internally restructured their signing partners. The new auditors are part of the same audit network. The appointment of BSR & Associates LLP is in line with IiAS Voting Guidelines on Auditor (Re) Appointments.

Gopal Srinivasan is the Founder of TVS Capital Funds Limited. He was appointed as an Additional Director on 2 August 2016. His appointment is in line with all the statutory requirements.

R. Lakshminarayanan is the Founder of Visalakshmi Consulting. He was appointed as an Additional Director on 2 August 2016. His appointment is in line with all the statutory requirements.

The proposed remuneration of Rs. 12. 1 mn is commensurate with the size and complexities of her responsibilities. Her FY17 remuneration was 21. 46x the median employee remuneration. As a good practice companies must provide an absolute cap on the variable pay.

Amit Laroya (DIN: 00008084) is the former MD of 3M India. He has attended only two out of four board meetings (50%) in FY17. He has attended 13 out of 15 board meetings (87%) in the past three years. We expect directors to take their responsibilities seriously and attend all meetings.

BSR & Co. LLP were appointed as the statutory auditors in the 2016 AGM for five years. The ratification of their appointment is in line with the statutory requirements.

Jong Ho Lee (DIN: 06720950) is the Finance Director (Asia) for 3M Company, USA. His appointment is in line with the statutory requirements.

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B V Shankaranarayana Rao (DIN: 00044840) has been on the board for the past 15 years. His proposed remuneration, estimated at Rs. 25. 3 mn, is in line with peers and commensurate with the size and scale of operations. The remuneration structure does not have any variable pay component from 3M India. However, he is eligible for long term incentives from the global parent. The board must consider revising his pay structure to align his remuneration to the performance of 3M India.


3M is globally known for its innovative products The scale at which some of these products introduced in India may not warrant local manufacturing. Hence its gets reflected in higher imports from parentThe R&D capability of the local entity may not be sufficient and hence contribution of R&D to the parent for sourcing products from the global portfolio.

3M is globally known for its innovative products The scale at which some of these products introduced in India may not warrant local manufacturing. Hence its gets reflected in higher imports from parentThe R&D capability of the local entity may not be sufficient and hence contribution of R&D to the parent for sourcing products from the global portfolio.

Gautam Adani, 55, is the chairperson of Adani Transmission Ltd. His appointment is in line with statutory requirements.

The appointment is routine and Adani Transmission is a new entity hived off from Adani Enterprises.

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Laxmi Narayana Mishra holds a B. Tech. (Mechanical) degree from Institute of Technology, BHU, Varanasi and MBA from IIT, Delhi. He started his career with Bharat Electronics Ltd. In 1985 and has worked with Timex Watches; Power Grid Corporation of India and Reliance Power Transmission before joining Adani Transmissions. His appointment is in line with statutory requirements.

Laxmi Narayana Mishra will not draw any remuneration from the company. He will be paid remuneration from one of the operating subsidiaries of Adani Transmission. He was paid a remuneration of Rs 7. 7 mn from the subsidiary for FY17. Outgoing WTD Deepak Bhargava was paid a remuneration of Rs 18. 3 mn in FY17. We generally do not encourage this as a practice as it gives shareholders no say in fixing remuneration for executive directors. However, we support this resolution as there are strong business linkages between the two entities and we expect the company to remain judicious in its remuneration payouts.

Fund raising for business purposes and is a normal corporate practice.

The proposed NCDs will be within the borrowing limit of the company. Adani Transmission’s NCD programme is rated IND AA+/Stable.

The transactions related to loans taken by the company from Adani Infra (India) Ltd. Of which Rs 2. 4 bn is outstanding as on 31 March 2017. This amounts to ~8. 2% of the consolidated networth of the company. Further, the company confirms that the transactions were at arm’s length and in the ordinary course of business.

The company proposes to pay final dividend of Re. 1. 0 per share of FV Re. 1. 0 for FY17. The dividend amount including the dividend tax is Rs. 292. 6 mn. The dividend payout ratio for FY17 is 22. 4%.

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BM Labroo is part of the Promoter group and is the Chairperson of Asahi India Glass Limited. He retires by rotation and his re-appointment is in line with statutory requirements.

Masahiro Takeda is the Senior Vice President, AGC Flat Glass North America Inc. He retires by rotation and his re-appointment is in line with statutory requirements.

VSSA & Associates’ appointment as statutory auditors is in line with IiAS Voting Guidelines on Auditor (Re) Appointments and with the requirements of Section 139 of the Companies Act 2013. As a best practice, the company must provide a brief profile of the statutory audit firm and its partners, and their experience, at the time of (re)appointment.

Dr. Satoshi Ishizuka is the Sr. Advisor (QA) of Maruti Suzuki India Ltd. His appointment is in line with the statutory requirements.

Eisuke Shiozaki is the Senior Vice President, Mitsubishi Corporation, Japan. His appointment is in line with the statutory requirements.


The company seeks shareholder approval to pay Masaru Omae a commission of Rs. 0. 7 mn in FY17. This will take his total remuneration to Rs. 2. 8 mn. The company wishes to pay him this commission as it recognizes his contribution to the financial performance of the company. The proposed remuneration is commensurate with the size and complexities of his responsibilities.

The company proposes to revise his remuneration to recognize his contribution and performance. The proposed remuneration of Rs. 28. 4 mn is commensurate with the size and complexities of his responsibilities. As a good practice companies must provide an absolute cap on the variable pay.


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Bharat Forge Limited has proposed a final dividend of Rs. 5. 0 per equity share of face value Rs. 2. 0 for the year ended 31 March 2017. It has already paid an interim dividend of Rs. 2. 50 per equity share. The company has paid an aggregate dividend per share of Rs. 7. 50 over the past three years. The aggregate dividend outflow including dividend tax for FY17 is Rs. 2. 1 bn. The dividend payout ratio is 35. 9%.

G K Agarwal, 66, is the Deputy Managing Director, Bharat Forge Limited. He retires by rotation and his reappointment is in line with statutory requirements.

Kishore Saletore, 51, is the Chief Financial Officer, Bharat Forge Limited. He retires by rotation and his reappointment is in line with statutory requirements.

They have been the statutory auditors for the past five years. Their reappointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013.


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The company has proposed a final dividend of Rs. 0. 6 per equity share of face value Rs. 2. 0 for the year ended 31 March 2017, in addition to the interim dividend of Rs. 0. 6 per share. The aggregate dividend outflow including dividend tax for FY17 is Rs. 118. 7 mn (including interim and final dividends). The dividend payout ratio is 17. 8%.

Amit Kalyani is part of the promoter group and hence is a promoter nominee. The management group should take up this matter.

Hikal Limited (Hikal) proposes to ratify BSR & Co. LLP as statutory auditors: BSR & Co. LLP, appointed in FY14, is part of the KPMG audit network. Prior to this appointment, the company’s auditors for five years were BSR & Co. ; they are also part of the KPMG audit network. The overall tenure of the audit network is nine years. The ratification of BSR & Co. LLP’s reappointment is in line with our Voting Guidelines on Auditor (Re)Appointments and with the requirements of Section 139 of the Companies Act 2013.


The company proposes a final dividend of Rs. 4. 0 per share. The total dividend outflow including dividend tax for the year is Rs. 0. 1 bn. The dividend payout ratio for the year is low at 12. 2%.

Stephen Mark Harrington is the Chairperson. He retires by rotation and his reappointment is in line with all statutory requirements.

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Standard Resolution. Passed

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Under the Companies Act 2013, auditor reappointment must be ratified annually. The ratification of Price Waterhouse Chartered Accountants LLP is in line with our Voting Policy on Auditor (Re)Appointments and with the requirements of Section 139 of the Companies Act 2013.

Anil Shankar is the former CFO of Siemens Healthcare Diagnostics Limited. His appointment is in line with all the statutory requirements.

Jal R. Patel is an industry veteran and the company will benefit from the presence on the board.


The total outflow on account of dividend is Rs. 0. 6 bn. The dividend payout is 21. 3% v/s 20. 4% in the previous year.

Dev Datt Rishi (DIN: 00312882) is the Technical Director. His reappointment is in line with all statutory requirements.

Walker Chandiok & Co will replace OP Bagla & Co as the statutory auditors of the company. The appointment is in line with all statutory requirements.

The company proposes to adopt a new set of Articles of Association (AoA) to delete/amend the references to various sections and schedules and to substitute them with the provisions of Companies Act, 2013. The new set of AoA are available for inspection on the website of the company.

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Page Industries proposes to pay final dividend of Rs. 25. 0 per share of FV Rs. 10. 0 for FY17. This is in-addition to three interim dividends aggregating Rs. 72. 0 per share. Total dividend for the year is Rs. 97. 0 per share. The dividend amount including the dividend tax is Rs. 1. 3 bn. The dividend payout ratio for FY17 is 48. 9%.

Nari Genomal is part of the promoter group and is the Chief Mentor. He retires by rotation and his reappointment is in line with all statutory requirements.

Ramesh Genomal is part of the promoter group and is Director – Indian Chamber of Commerce, Philippine. He retires by rotation and his reappointment is in line with all statutory requirements.

SR Batliboi & Associates LLP were appointed as statutory auditors at the FY16 AGM. SR Batliboi & Associates LLP’s ratification as statutory auditors is in line with our Voting Guidelines on Auditor (Re)Appointments and in line with the requirements of Section 139 of the Companies Act 2013.

BC Prabhakar is a practicing lawyer. His reappointment is in line with all statutory requirements.

Vedji Ticku was appointed as an Additional Director from 25 May 2017. He has been associated with the company since 1997 and was appointed as CEO in February 2016. His appointment is in line with all statutory requirements.

The company has capped Vedji Ticku’s annual remuneration at Rs. 75 mn (including variable pay), which is a good practice. At Rs. 75mn, his proposed remuneration is comparable to peers and commensurate with the size and complexity of the business. However, the company should have disclosed the quantum of fixed and variable pay in the overall structure, for investors to ascertain the degree of performance-linked incentives. As an optimal remuneration structure, we believe performance-linked incentives must be a higher component of the overall remuneration structure.

VS Ganesh was appointed as an Additional Director from 25 May 2017. He joined the Company in 2014 as Senior Vice President and was elevated to President – Manufacturing & Operations in July, 2016. He heads the manufacturing and operations. His appointment is in line with all statutory requirements.

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The company has capped V S Ganesh’s annual remuneration at Rs. 40 mn (including variable pay), which is a good practice. At Rs. 40mn, his proposed remuneration is comparable to peers and commensurate with the size and complexity of his role. However, the company should have disclosed the quantum of fixed and variable pay in the overall structure, for investors to ascertain the degree of performance-linked incentives. As an optimal remuneration structure, we believe performance-linked incentives must be a higher component of the overall remuneration structure.

Historically, the remuneration paid to all the non-executive directors has remained below 0. 2% of the company’s net profit. The proposed remuneration of Rs. 7. 0 mn is comparable to peers.

The total dividend outflow including dividend tax for FY17 is Rs. 296. 1 mn. The dividend payout ratio for FY17 is 40. 3%.

Amit Dixit is Senior Managing Director-Private Equity at Blackstone Advisors India Private Limited. He is liable to retire by rotation and his appointment is in line with all statutory requirements.

B S R and Co LLP have been SHK’s statutory auditors for the past 6 years. Under the Companies Act 2013, auditor appointment must be ratified annually. The ratification is in line with our Voting Policy on Auditor (Re)Appointment and follows the spirit of Section 139 of the Companies Act, 2013.

The total outflow on account of dividend is Rs. 862. 7 mn v/s Rs. 745. 9 mn in the previous year. The dividend payout is 77% v/s 60. 8% in FY16.

Vir S Advani (DIN: 01571278) belongs to the promoter family and is the Managing Director. His reappointment is in line with all statutory requirements.

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SRBC & Co were appointed as the statutory auditors in the 2014 AGM for five years. The ratification is in line with all statutory requirements.


Rajiv R Lulla (DIN: 06384402) is senior advisor at Voltaire Capital. His appointment is in line with all the statutory requirements.

Dinesh N Vaswani (DIN: 00306990) is founder and Managing Director of Acuitas Capital Advisors. His appointment is in line with all the statutory requirements. Since his appointment, Dinesh Vaswani has attended only 50% of the board meetings – we expect directors to take their responsibilities seriously and attend all board meetings.

Sam Balsara (DIN: 00076942) is the Chairperson and Managing Director of Madison World. His appointment is in line with all the statutory requirements.

While all compensation to the key executives should be with an upper limit in absolute terms, given the board's responsible track record, they will have a transparent and consistent mechanism for determining compensation.

The total dividend for FY17 is Rs. 3. 2/- per equity share and the total dividend outflow (including dividend tax for FY17) is Rs. 3. 9 bn, while the dividend payout ratio is 59. 6%.


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

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Dr. Sharvil Patel is Managing Director and the company’s promoter. His proposed remuneration is capped at 5% of the net profits. The remuneration terms for Dr. Sharvil Patel are open-ended as there is no cap (in absolute terms) on the overall pay. The former MD, Pankaj Patel was paid Rs. 180. 0 mn in FY17. Dr. Sharvil P. Patel’s proposed remuneration of Rs. 237. 0 mn, is high. However, we observe that payouts to Executive Directors in the past, have been in line with industry peers and aligned with the overall performance of the company. We expect the company will be prudent while paying his remuneration and that it will be commensurate with size and performance in the future.

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

The maximum potential dilution is estimated to be 15. 5%. The company has taken similar approvals in the past, but has not issued securities during the validity period of the approval. This is an enabling resolution.

The issuance of non-convertible debentures on private placement basis will be within the company’s overall borrowing limit.

Ganesh Nayak, 62, is Chief Operating Officer of the company. He has been associated with the group since 1977 and has over 40 years of experience. His appointment is in line with all the statutory requirements.

Ganesh Nayak is Chief Operating Officer. His proposed remuneration is capped at 5% of the net profits. The remuneration terms for Ganesh Nayak are open-ended as there is no cap (in absolute terms) on the overall pay. However, we observe that the payouts to Executive Directors is aligned with the overall performance of the company. We expect the company will be prudent while paying his remuneration and that it will be commensurate with size and performance in the future.

Dr. Sharvil P. Patel, 39, was previously the Joint Managing Director. The company proposes to appoint him as Managing Director. His appointment is in line with all the statutory requirements.

The total dividend outflow including dividend tax for FY17 is Rs. 50. 6 mn. The dividend payout ratio is 10. 9%.

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R Gopalakrishnan, 62, is the former Company Secretary, Deccan Cements Limited. He retires by rotation and his reappointment is in line with statutory requirements.

Their appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013. We recommend that a brief profile of the statutory audit firm and its partner and their relevant experience be provided at the time of appointment and reappointment.


The proposed sub-division of equity shares is expected to improve the liquidity of the company’s shares on the stock market and make them affordable to the small investors.

In order to accommodate the sub-division of equity shares, the company needs to alter the Capital clause of Memorandum of Association (MoA) of the company.

The aggregate commission will be capped at Rs. 1 mn and is comparable to peers.

His estimated FY18 remuneration of Rs. 33. 9 mn is in line with peers and commensurate with the size and complexity of the business. A large proportion of remuneration is variable and directly linked to profit. His current commission structure is open-ended at 2% of net profit – we expect the company to cap the absolute commission payable.

Her estimated FY18 remuneration of Rs. 32. 5 mn is in line with peers and commensurate with the size and complexity of the business. A large proportion of remuneration is variable and directly linked to profit. Her current commission structure is open-ended at 2% of net profit – we expect the company to cap the absolute commission payable.

Andrew Thomas Carmichael is the Chairperson. He is liable to retire by rotation and his reappointment is in line with all statutory requirements.


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Deloitte Haskins & Sells have been the statutory auditors of the company for the past four years. Under the Companies Act 2013, auditor appointment must be ratified annually. The ratification is in line with our Voting Policy on Auditor (Re)Appointment and follows the spirit of Section 139 of the Companies Act, 2013.


Lokesh Saxena is a Bachelor of Engineering from MITS, Gwalior and MBA in Marketing. He has 22 years of experience in the industry in Automotive and Industrial businesses. He is being appointed as Managing Director. His appointment is in line with all statutory requirements.

Lokesh Saxena’s appointment as Managing Director is in line with the statutory requirements. The proposed remuneration of Rs. 9. 4 mn is commensurate with the size and complexity of the business and in line with peers.

The company proposes to alter the Memorandum of Association of the company to align it with Companies Act, 2013.

The company proposes to adopt a new set of Articles of Association (AoA) by deleting/amending the references to various sections and schedules and substitute them with the provisions of the Companies Act, 2013.

DISA and DISA Industries A/S are fellow subsidiaries of DISA Holding A/S. DISA’s transactions with DISA Industries A/S are necessary and incidental to the business of the company. Transactions with DISA Industries A/S accounted for approximately 17. 3% of total net sales in FY17. Disa Industries A/S has provided technology to the company for manufacture of DISA Brand of Moulding Machines.

The transactions are related to purchase, sale, transfer or receipt of products, goods, materials, resources, services, royalty, commission or other obligations. Based on the future business projections of the company, related party transactions with DISA Industries A/S is expected to increase due to higher exports from the company. The proposed transactions to be carried out are at arm’s length and in the ordinary course of business.

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The transactions are related to purchase, sale, transfer or receipt of products, goods, materials, resources, services, royalty, commission or other obligations. DISA and DISA (Changzhou) Machinery Co. , China are fellow subsidiaries of DISA Holding AG, Switzerland. DISA has provided technology to DISA (Changzhou) Machinery Co. , China for manufacture of filters and there is a technology license agreement. The annual value of the transactions proposed (Rs. 200 mn) is estimated on the basis of the company’s current transactions and future business projections. DISA (Changzhou) Machinery Co. , China is expected to increase the procurement from DISA India Ltd. The proposed transactions to be carried out are at arm’s length and in the ordinary course of business.

The transactions are related to purchase, sale, transfer or receipt of products, goods, materials, resources, services, royalty, commission or other obligations. DISA and Wheelabrator Czech s. R. O. Are fellow subsidiaries of DISA Holding AG, Switzerland. Wheelabrator Group Gmbh, Germany (fellow subsidiary) has provided technology to DISA for manufacture of Shot Blasting Machines. The value of exports and imports of DISA with Wheelabrator Czech s. R. O is expected to increase going forward. Products/ machines manufactured in India by DISA are expected to be exported to other countries through Wheelabrator Czech s. R. O. The proposed transactions to be carried out are at arm’s length and in the ordinary course of business.

Dividend for FY17 is Rs. 2. 0/-, while the company paid a dividend of Rs. 1. 5/- in the previous year. The total dividend outflow (including dividend tax for FY17) is Rs. 0. 4 bn, and the dividend payout ratio is 13. 7%.

Manish Mohnot, 45, has been on the board of KPTL for the past eleven years. His reappointment meets all statutory requirements.

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

Mofatraj Munot, 73, is the founder of Kalpataru Group and the promoter of KPTL. Till now, he served the board as its Non-Executive Chairperson. KPTL proposes to appoint him as the Executive Chairperson for five years, w. E. F. 1 April 2017 till 31 March 2022. The proposed remuneration of Rs. 87. 0 mn for FY18 is in line with peers and is commensurate with the size and complexity of the business. As a good practice, companies must consider setting a cap in absolute amounts on commission and the overall remuneration payable to executive directors.

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

Ms. Anjali Seth, 59, is a graduate in law from University of Delhi. She has over 30 years of experience in Law. She was appointed as a Non-Executive Non-Independent Director in FY15 AGM. She also serves on the board of other companies i. E. Endurance Technologies Ltd. , Adlabs Entertainment Ltd. And JMC Projects (India) Ltd.

Subodh Kumar Jain, 63, holds a bachelors degree from IIT Roorkee. He has over 40 years of experience in Indian Railways and Metro Rails. His appointment meets all statutory requirements.

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The company has proposed a final dividend of Rs. 1. 62 per equity share of face value Rs. 2. 0 for the year ended 31 March 2017. The company has paid a dividend of Rs. 1. 62 per equity share over the past three years. The total dividend outflow including dividend tax for FY17 is Rs. 350. 0 mn. The dividend payout ratio is 74. 7%.

Daljit Mirchandani, 70, is the Former CMD, Ingersoll Rand (India) Limited. He retires by rotation and his reappointment is in line with statutory requirements.

The company seeks to ratify P G Bhagwat as statutory auditors for one year. Their ratification is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013.


Sachin Raole, 47, is the CFO and President - Finance and Commercial. His appointment is in line with statutory requirements.

Sachin Raole is a professional and his estimated FY18 remuneration of Rs. 13. 5 mn is in line with peers and commensurate with the size and complexity of the business. We expect companies to disclose the likely quantum of stock options to be issued to directors.

He is being reappointed at the same terms of remuneration as approved in the FY12 AGM. While his estimated FY18 remuneration of Rs. 55. 8 mn is higher than peers, it is commensurate with the size and complexity of the business. We expect companies to specify an absolute cap to performance linked pay. Further, there is inadequate clarity over how remuneration structure is linked to profitability.










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The company paid an interim dividend of Re. 1. 0 per equity share of face value Rs 1. 0 each. The total dividend (including dividend tax) is Rs. 153. 1 mn in FY17. The dividend payout ratio is 12. 4% in FY17 (39. 8% in FY16).

This appointment is routine in nature with a satisfactory track record of attendance.

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Suven Life Sciences proposed to appoint Tukaram & Co. As statutory auditors for a period of five years with a ratification each year. Prior to the appointment, Karvy & Co were the statutory auditors of the company for the past 22 years. The appointment is in line with our Voting Policy on Auditor Rotation, and with provisions of section 139 of the Companies Act 2013.

The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs. 11. 4 mn. The dividend payout ratio for FY17 was 102. 7%. Even though the dividend per share has remained flat at Rs. 1. 5, the payout ratio has moved up significantly due to a sharp decline in profitability during the year.

Rohitashwa Poddar (DIN: 00001262) is part of the promoter group and the MD. His reappointment is in line with the statutory requirements.

Bansal Bansal & Company are replacing R. S. Shah & Company as the statutory auditors. The appointment is in line with the statutory requirements.

Dipak Kumar Poddar is the founder promoter of the company. His proposed pay of Rs. 2. 6 mn is in line with peers and commensurate with the size and scale of operations.


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Ms. Prakriti Poddar has over 15 years of experience in process and capacity building, with domain knowledge of IT and ERP systems. Her proposed remuneration is commensurate with her role and scale of operations.

Based on RBI norms on debt restructuring, banks are required to have prior approval from shareholders of the borrowing company to convert outstanding debt into equity, if the borrowing company fails to fulfill its restructuring obligations. Poddar is currently debt free. Inthat context, this is just an enabling resolution which will allow the company to enter into secured loan agreements with lenders in the future. Any subsequent debt restructuring plan, which enables lenders to exercise this option, will require further consent from shareholders.


Navin Agarwal, 57, is part of the promoter family and Executive Vice Chairperson, Vedanta PLC, the ultimate holding company. He retires by rotation and his reappointment is in line with statutory requirements.

The company proposes to ratify S R Batliboi & Co LLP as statutory auditors for one year – they were appointed as auditors for five years in the FY16 AGM. Their ratification is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013.


In FY17, the company paid an aggregate commission of Rs. 6. 0 mn to its non-executive directors, which was in line with peers and commensurate with their responsibilities. While we expect the company to remain judicious in its commission payouts to non-executive directors, as a good practice, it must consider setting a cap in absolute amount of the commission payable.



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Harish Bhat (DIN 00478198) is the company’s former Managing Director. His reappointment is in line with all statutory requirements.

S Santhanakrishnan (DIN 00032049) is the partner in PKF Sridhar & Santhanam. His reappointment is in line with all statutory requirements.

Deloitte Haskins & Sells will replace Lovelock & Lewes as the statutory auditors. Their appointment is in line with all statutory requirements.

N Chandrasekaran (DIN: 00121863) is the Chairperson of Tata Sons Limited – the holding company. His appointment is in line with all statutory requirements.

Siraj Azmat Chaudhry (DIN: 00161853) is the Chairman of Cargill India. His appointment is in line with all statutory requirements.


Ajoy Misra is a professional. The company proposes to revise his basic salary by putting a range between Rs. 8. 4 mn and Rs. 12 mn (presently fixed at Rs. 8. 4 mn). Other remuneration terms are same as approved in August 2014 AGM. After revision, his annual remuneration is estimated at Rs. 44. 1 mn. This is in line with peers and commensurate with size and complexity of the business. The company has not disclosed clear remuneration structure. The commission/incentive is payable based on performance and is not capped in absolute terms. Benefits, perquisites and allowances are also not clearly disclosed and are at the discretion of the board. We expect company to remain judicious in its remuneration payout.

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L KrishnaKumar is a professional. The company proposes to revise his basic salary by putting a range between Rs. 7. 2 mn and Rs. 10. 8 mn (presently fixed at Rs. 7. 2 mn). Other remuneration terms are same as approved in July 2013 AGM. After revision, his annual remuneration is estimated at Rs. 38. 5 mn. This is in line with peers and commensurate with size and complexity of the business. The company has not disclosed clear remuneration structure. The commission/incentive is payable based on performance and is not capped in absolute terms. Benefits, perquisites and allowances are also not clearly disclosed and are at the discretion of the board. We expect company to remain judicious in its remuneration payout.

The proposed issuance will be carved out of the company’s Rs. 12 bn borrowing limit, which was approved by shareholders in 2014 AGM.




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Vinod Shenoy is a chemical engineer and a Director of Ministry of Petroleum and Natural Gas. His reappointment is in line with all statutory requirements.

The total outflow on account of dividend is Rs. 12. 7 bn. The dividend payout ratio is 34. 7% for FY17.

For state-owned enterprises, the auditors are appointed by the Comptroller and Auditor General (CAG) of India. Their remuneration, however, is decided by the board and approved by shareholders. Audit fees in FY17 aggregated Rs. 4. 4 mn (not including reimbursements), which is reasonable given the size of the company. We expect the board to remain judicious in deciding audit fees.

Ms. Manjula Cheluvegowda is a practicing advocate at the High Court of Karnataka. Her appointment is in line with all statutory requirements.


The proposed issuance will be carved out of the company’s Rs. 250 bn borrowing limit, which was approved by shareholders in the July 2015 AGM.


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Passed

Passed

In FY17, the company proposes to pay a final dividend of Rs. 0. 6 per equity share - face value Rs. 1 (unchanged from FY16. The total dividend (including dividend tax) amounts to Rs. 87. 2 mn. Dividend payout ratio is very low at 6. 6% (6. 7% in FY16).

Shiv Prakash Mittal is the executive chairman of the company and part of the promoter family. He has been on the Board of Greenply for the past 26 years. His reappointment as director liable to retire by rotation is in line with all statutory requirements.

Greenply proposes to appoint B S R & Co. LLP as statutory auditors for a period of five years with ratification each year. Prior to the appointment, B D. Dhandaria & Company have been Greenply’s statutory auditors for over 16 years. The appointment is in line with our Voting Policy and conforms with all statutory requirements.


Passed


Passed

Passed

Passed

Passed

Passed

Passed

Business is going through an investment phase for the next level of growth. Hence the pay looks higher than normal.


Mehernosh Kapadia, 64, is Executive Director - Corporate Affairs, The Indian Hotels Company Limited. He retires by rotation and his reappointment is in line with statutory requirements.

Their appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013.

N Chandrasekaran (DIN: 00121863) is the Chairperson of Tata Sons Limited – the holding company and former CEO and Managing Director of Tata Consultancy Services Limited. By virtue of his position as Chairperson of Tata Sons, he is also the Chairperson of The Indian Hotels Company Limited. His appointment is in line with statutory requirements.

The issuance will be within the overall borrowing limit of Rs. 50 bn.

Rakesh Sarna’s remuneration has remained static at ~Rs. 150 mn over FY15 and FY16. Further, while his proposed annual FY18 remuneration of Rs. 151. 3 mn is higher than his Indian peers, it is commensurate with the size and complexity of the business. Although he will continue in his executive capacity till 30 September 2017, the board has decided to extend his remuneration by two months.


Passed

Passed

Passed

Passed

Passed

Passed

Motherson Sumi Systems Limited (MSSL) has paid an interim dividend of Rs. 2. 5 per equity share. The total dividend outflow including dividend tax for FY16 is Rs. 3. 8 bn. The dividend payout ratio for FY16 is 53. 0%.

Pankaj Mittal is the Chief Operating Officer of MSSL. He retires by rotation, and his reappointment is in line with the statutory requirements.

MSSL proposes to appoint S. R. Batliboi & Co. LLP (Ernst & Young audit network) as statutory auditors for a period of five years with a ratification each year. The company’s previous auditors were Price Waterhouse Chartered Accountants LLP for the past 17 years. The appointment is in line with our Voting Policy on Auditor appointment and with the provisions of Section 139 of the Companies Act 2013.

Pankaj Mital was paid a remuneration of Rs 19. 2 mn in FY17. Based on the company’s past practices on remuneration payouts, we estimate his remuneration at Rs. 31 mn, which is comparable to peers and commensurate with the size and performance of the business. As a good practice, companies must provide reasonable information for shareholders for them to make judicious decisions, and provide a cap (in absolute amounts) on the variable (long-term and short-term) components of the remuneration structure.


SIPL is engaged in technology and product development of electronic components in the areas of defence, avionics and aerospace engineering. The merger will complement L&T’s enhanced focus on the defence sector. As per the scheme, there will be no issuance of shares and the entire equity share capital of SIPL will be cancelled. The merged entity will benefit from reduced overheads and administrative expenses. There will be no change in the economic interest in SIPL for the shareholders.


Passed

Passed

Passed

Passed

Passed

Passed


Sushobhan Sarker (DIN: 00088276) is a nominee director of Life Insurance Corporation of India (LIC). He retires by rotation and his reappointment is in line with the statutory requirements.

Shailendra Roy (DIN: 02144836) is Senior Executive VP (Power, Heavy Engineering & Defence) in L&T. He retires by rotation and his reappointment is in line with the statutory requirements.

R. Shankar Raman (DIN: 00019798) is the CFO of L&T. He retires by rotation and his reappointment is in line with the statutory requirements.

Mr Subodh Bhargava (DIN: 00035672) is the former CEO, Eicher Group. Given his past track record, his presence on the board will be beneficial to the company.

As part of the company’s succession plan, S. N. Subrahmanyan (currently deputy MD) is being elevated as the CEO & MD. His proposed remuneration of Rs. 287. 3 mn is high, but comparable to index peers. We also recognize that he is a seasoned professional, with years of experience working in L&T and the infrastructure domain. His expertise and leadership will be beneficial for the company. To provide shareholders more clarity on his final remuneration, the company should have capped his variable pay in absolute terms. Further, he has been granted stock options from other group companies during the year, the aggregate value of which amounts to ~Rs. 300 mn (taking his overall pay in FY17 to ~Rs. 537 mn). Shareholders must be provided more clarity on such grants in the future for them to make a more informed decision on his overall remuneration across the group.

Passed

Passed

Passed

Passed

Passed

Passed

Passed


Passed

Jayant Damodar Patil (DIN: 00090360) is Senior Executive VP (Defence) in L&T. His appointment is in line with the statutory requirements. After his appointment (along with Arvind Gupta), the board size increases to 22 members. With such a large board size, consensus on many critical issues may be difficult to achieve.

Arvind Gupta (DIN: 01252184) is a nominee director of SUUTI. His appointment is in line with the statutory requirements. After his appointment (along with Jayant Damodar Patil), the board size increases to 22 members. With such a large board size, consensus on many critical issues may be difficult to achieve.

His proposed pay of Rs. 73. 8 mn is in line with similar sized peers and is commensurate with the size and scale of operations. To provide shareholders more clarity on his final remuneration, the company should have capped his variable pay in absolute terms.

Based on current market price, the issuance will result in a maximum dilution of ~3. 6% for existing shareholders. The capital infusion will help L&T fund its growth and expansion plans.

The issuance will be within the approved borrowing limit (Rs. 20 bn over and above the aggregate of paid-up capital and free reserves of the company).

Deloitte Haskins & Sells LLP was appointed as auditors in FY16. The ratification of their appointment is in line with the statutory requirements.


The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs. 0. 9 bn. The dividend payout ratio for FY17 was 73%.

Passed

Passed

Passed


Passed

Passed

Passed

Amit Goela (DIN: 01754804) is a nominee of Rakesh Jhunjhunwala. He has attended 67% of board meetings held in FY17 (he attended all meetings in FY16). We expect directors to take their responsibilities seriously and attend all meetings.

Ms. Padma Raghunathan (DIN: 07248423) is a nominee of NABARD. Her reappointment is in line with the statutory requirements.

Shah Gupta & Co replaced Deloitte, Haskins & Sells as the statutory auditor in FY14; they were reappointed for a period of five years in the FY15 AGM. The ratification of their reappointment is in line with the statutory requirements.

Dr. Ralf Speth, 62, has been the CEO of Jaguar Land Rover for the past seven years. His reappointment meets all statutory requirements.

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

Natarajan Chandrasekaran, 54, represents Tata Sons on the board. Prior to joining Tata Sons, he was the MD & CEO of Tata Consultancy Services. His appointment meets all statutory requirements.

Passed

Passed

Passed

Passed

Passed

Passed

Passed

Passed

Om Prakash Bhatt, 66, holds a Bachelors’ degree in Science and Masters’ degree in English Literature. He is the former chairperson of State Bank Group. He is also on the board of HUL, TCS, Tata Steel Ltd. And Standard Chartered PLC, UK. His appointment meets all statutory requirements.

Satish Borwankar, 65, has been on the board of Tata Motors for past five years. The proposed remuneration is likely to range between Rs. 29. 0 mn and Rs. 45. 8 mn, which is commensurate with the size and complexity of the business, and comparable to peers. The disclosures made by Tata Motors are superior to the disclosures made in similar resolutions by other companies. We encourage other companies to emulate such disclosure levels.


The NCDs a within the overall borrowing limit of Rs. 300. 0 bn, for tenors ranging between 2 to 10 years and expected borrowing rate will be lower than 1-year MCLR rate of SBI (currently 8. 0%) plus a spread of 100 bps.





Passed

Passed

Passed

Passed


Passed

Passed

Passed

Passed

Passed

Passed






Sushil Agarwal (DIN: 00060017) is the Group CFO. His reappointment is in line with the statutoryrequirements.

SRBC & Co. LLP was appointed as the statutory auditor in FY15. Prior to that SR Batliboi & Co. LLP (same audit network) have been the company’s statutory auditors since FY13. The ratification of their appointment is in line with the statutory requirements.

Sanjeeb Chaudhuri (DIN: 03594427) is the former Chief Marketing Officer, Standard Chartered Bank. His appointment is in line with the statutory requirements.

The issuance will be within the approved borrowing limit of Rs. 35 bn.

ESOP and RSU are integral part of HR practice to attract and retain talent, the most critical quotient in this business.

ESOP and RSU are integral part of HR practice to attract and retain talent, the most critical quotient in this business.

Passed

Passed

Passed

Passed

Passed

CUB proposes a final dividend of Rs. 0. 3 per equity share of face value Rs. 1 for FY17. Total dividend is down 77% from Re. 1. 2 per share declared in FY16. The dividend payout ratio at 4. 3% is much lower than that of most of the old private sector banks. In May 2017, CUB issued 1 bonus equity share for every 10 equity shares held during the year.

Justice (Retd. ) S. R. Singharavelu is former Judge, High Court Madras and High Court of Orissa His reappointment as non-independent non-executive director liable to retire by rotation is in line with statutory requirements.

CUB proposes to appoint Sundaram & Srinivasan as statutory auditors of the Bank from FY17-18 onwards: their appointment is being presented to shareholders for approval. Their appointment is in line with all the statutory requirements. The previous auditors of the Bank were P. Chandrasekar, Chartered Accountants.

CUB proposes to appoint a branch auditor in consultation with the statutory auditors to audit the bank’s branches/offices that are not audited by the central statutory auditors.

N Kamakodi was paid a remuneration of Rs 6. 0 mn in FY17 and no stock options were granted in the year. CUB has not provided any break up of remuneration paid in the past or being proposed. We have used the bank’s past practices to arrive at a considered estimation of remuneration: we estimate his proposed remuneration at a maximum of Rs 25. 0 mn (including the value of ESOPs, if any). The estimated remuneration is in line with that paid to industry peers and commensurate with the size and complexities of the business - we expect the bank to remain judicious in its remuneration payouts. As a good practice, companies must provide reasonable information for shareholders for them to make judicious decisions, and provide a cap (in absolute amounts) on the variable (long-term and short-term) components of the remuneration structure.

Passed

Passed

Passed

Passed

Passed



Subramaniam Narayanan is a Chartered Accountant, Cost Accountant, Company Secretary and MBA from IIM (A). He was founding partner of Baring Partners (India). Prior to his stint at Barings, he was CEO of First India Asset Management Company Ltd. , and also handled treasury services for Bank of America and Abu Dhabi Commercial Bank, UAE. He is the founding chairperson of the Venture Capital Association of India (VCAI). His appointment is in line with all statutory requirements.

R Mohan is former Chief General Manager – CUB. As a matter of governance, the company should have better corporate governance practice and appoint him as non-independent director.

CUB has not paid any commission on profit to the Non-Executive Directors in past. The Bank is now proposing profit based commission to the Non-Executive Directors (excluding the Chairperson of the Bank). The Bank proposes a commission on profit upto a maximum of Rs. 1 mn per director which is the maximum permitted by RBI. The amount of profit based commission payable to Non-Executive Directors will be as per the criteria laid down by the Board.

The funds, when raised, will be used for continued growth and to facilitate the additional capital requirements under Basel III norms. If the entire quantum of Rs 5. 0 bn is raised (at current market prices of Rs 167. 6), we estimate that CUB will issue ~ 29. 8 mn shares (of face value Re 1) and the maximum dilution will be ~ 4. 7% on the post issue paid up equity share capital.

Under the proposed scheme, a maximum of 30. 0 mn stock options will be granted (or a 4. 8% dilution on the expanded capital base). Although the exercise price has not been specified, we expect the bank to continue its past practice of issuing stock options at market price.

Passed

Passed

Passed

Passed

Passed

Passed

Passed




SB (Ravi) Pandit is the Chairperson and Group CEO. He is liable to retire by rotation and his reappointment is in line with all statutory requirements.

B S R & Co LLP have been the statutory auditors of the company since FY14. Under the Companies Act 2013, auditor appointment must be ratified annually. The ratification is in line with our Voting Policy on Auditor (Re)Appointment and follows the spirit of Section 139 of the Companies Act, 2013.

Ms. Lila Poonawalla was the Chairperson and Managing Director of Alfa Laval-Tetra Pak India. Her reappointment is in line with the statutory requirements. Ms. Lila Poonawalla has been associated with the company for nine years: reappointing her for another five years will result in a cumulative tenure of over 10 years. We believe that the tenure of directors is inversely proportionate to their independence. We will consider her as non-independent once she crosses tenure of 10 years.

Dr. RA Mashelkar is a renowned personality and former Director General of the Council of Scientific & Industrial Research (CSIR).

Adi Engineer was Managing Director of Tata Power Limited. His reappointment is in line with the statutory requirements.

Prof. Alberto Vincentelli is Chief Technology Adviser of Cadence, an electronic design automation company. He is a Professor with University of California, Berkeley, and Department of Electrical Engineering & Computer Sciences. His reappointment is in line with the statutory requirements.

Passed

Passed

Passed

Passed

Passed

Passed

Passed

Passed

Passed

The company proposes to pay a total dividend of Rs. 1. 3 per equity share carrying a face value of Re. 1. 0 each. The total dividend (including dividend tax) amounts to Rs. 4. 2 bn. For FY17, the dividend payout ratio is 149. 3%.

Ms. Sandhya Kudtarkar is the Senoir Vice President - Legal Services of Tata Services Limited. She retires by rotation and her reappointment is in line with all statutory requirements.

SRBC & Co. LLP will replace Deloitte Haskins & Sells as the statutory auditors. Their appointment is in line with all statutory requirements.

N Chandrasekaran is the Chairperson of Tata Sons Limited – the holding company. His appointment is in line with all statutory requirements.

S. Padmanabhan was appointed as an Additional Director from 16 December 2016. He is Head of Group Human Resources for Tata Sons. His appointment is in line with the statutory requirements.

Ms. Anjali Bansal was appointed as an Additional Director from 14 October 2016. She is the former Global Partner and Managing Director of TPG Private Equity. Her appointment is in line with the statutory requirements.

Ms. Vibha Padalkar was appointed as an Additional Director from 14 October 2016. She is the Executive Director and Chief Financial Officer at HDFC Standard Life Insurance Company Limited. Her appointment is in line with the statutory requirements.

Sanjay V. Bhandarkar was appointed as an Additional Director from 14 October 2016. He is Former Managing Director of Rothschild’s Investment Banking operations in India. His appointment is in line with the statutory requirements.

K. M. Chandrasekhar was appointed as an Additional Director from 4 May 2017. He is the former Vice-Chairman, Kerala State Planning Board with rank of Cabinet Minister of the State. His appointment is in line with the statutory requirements.

Passed

Passed

Passed

Passed

Passed

Passed

Ashok S. Sethi has worked with the company for the last 41 years in various roles after completing his B. Tech from IIT Kharagpur. His proposed remuneration, estimated at Rs. 39. 4 mn (subject to annual increments), is in line with peers and commensurate with the size and complexities of his responsibilities. As a good practice, companies must consider setting a cap in absolute amounts on the remuneration that will be paid to executive directors. The company proposes to set the proposed remuneration as minimum remuneration (which will be paid even if the company makes inadequate profits).

The company proposes to revise his maximum basic salary to Rs. 16. 8 mn per annum, with a proportionate increase in the benefits related to his salary. The board has proposed this increase in view of the increased business activities of the company and his increased responsibilities. The proposed remuneration, estimated at Rs. 97. 5 mn (subject to annual increments), is in line with peers and commensurate with the size and complexities of his responsibilities. As a good practice, companies must consider setting a cap in absolute amounts on the remuneration that will be paid to executive directors. The company proposes to set the proposed remuneration as minimum remuneration (which will be paid even if the company makes inadequate profits).

The issuance of debt securities on private placement basis will be within the overall borrowing limit of the company. The funds will be used for capex requirements, refinancing various instruments and long-term repayments.

The present authorized share capital is Rs. 5. 29 bn divided into 3 bn equity shares of Re. 1 each and 22. 9 mn Cumulative Redeemable Preference Shares of Rs. 100 each and the paid-up capital is Rs. 2. 7 bn. The company in order to reduce leverage may issue securities. The company proposes to increase the authorized share capital to Rs. 5. 79 bn by creating 0. 5 bn additional equity shares of Re. 1 each.

The company proposes to alter the Capital Clause of the Memorandum of Association to reflect the increase in the authorised share capital.

The company seeks shareholder permission to authorize the Board of Directors of the Company to appoint branch auditors in consultation with the Company's Auditors and fix their remuneration for its branches outside India.

Passed

Due to administrative reasons, voting could not get casted Passed









Passed



Assuming the issue is done at current market price of Rs 1682. 2 per share, Bajaj Finance will issue ~26. 8 mn equity shares. This will lead to an overall dilution of 4. 6% on the expanded capital base. The dilution will be for all shareholders including the promoters. We believe the equity infusion will help support the NBFC’s growth plans and capital adequacy requirements.

Passed

Passed

Passed

Passed

Passed

Passed


Capt. Dinesh Gautama is Chief Executive Officer. His reappointment is in line with all the statutory requirements.

S. K. Patodia & Associates’ reappointment is in line with our Voting Guidelines on Auditor (Re)Appointments and with the requirements of Section 139 of the Companies Act 2013.

Ashok Kumar Thakur, 62, is Vice President – Finance with Nirmal Lifestyle Limited. His appointment is in line with all the statutory requirements.

Shantilal Mehta, 64, is Managing Director and the company’s promoter. His proposed remuneration is estimated at Rs. 8. 07 mn (maximum up to Rs. 12. 10 mn). The proposed remuneration is commensurate with the size and complexity of the business and in line with peers.

If Navkar Corporation were to raise the entire Rs. 5. 0 bn at the current market price of Rs. 199. 2, it would have to issue ~25. 1 mn shares: this would result in an equity dilution of 15% on the post issuance share capital. Navkar Corporation will be required to raise funds to meet the needs of its growing business and to augment its capital base.

The present authorized share capital is Rs. 1. 6 bn divided into 155. 0 mn equity shares of Rs. 10. 0 each and 5. 0 mn Cumulative Redeemable Preference Shares of Rs. 10 each and the paid-up capital is Rs. 1. 45 bn. To meet its growth objectives and to strengthen its capital adequacy position, the company may be required to raise long term resources by issuing equity shares. The existing authorized share capital of the company may not be sufficient for further issues. The increase in authorized capital would also require consequential amendments to the existing Clause V of the Memorandum of Association of the company.

Passed

Passed

Passed

Passed

Passed

Passed

Passed

Passed


J V Ranga Raju (DIN: 00020547) is an Executive Director. He has attended 33% of the board meetings held in FY17 and 21% over a three-year period. We expect directors to take their responsibilities seriously and attend all meetings: we support reappointments only if thedirector has attended at least 75% of the board meetings held over the previous three-year period.

N R Alluri (DIN: 00026723) is part of the promoter group and a non-executive director. He has attended 33% of the board meetings held in FY17 and 52% over a three-year period. We expect directors to take their responsibilities seriously and attend all meetings: we support appointments only if the director has attended at least 75% of the board meetings held over the previous three-year period.

S R Batliboi & Associates LLP are replacing M. Bhaskara Rao & Co and Deloitte Haskins & Sells as the statutory auditors. The appointment is in line with the statutory requirements.

A A V Ranga Raju is part of the promoter group and the initial founding team of NCC. His proposed pay of Rs. 67 mn is in line with peers and commensurate with the size and scale of operations. To provide greater clarity to shareholders, the company should have capped thepay in absolute terms.

A G K Raju is part of the promoter group and the initial founding team of NCC. His proposed pay of Rs. 34. 4 mn is in line with peers and commensurate with the size and scale of operations. To provide greater clarity to shareholders, the company should have capped the pay in absoluteterms.

J V Ranga Raju is part of the promoter group and the initial founding team of NCC. His proposed pay of Rs. 18. 2 mn is in line with peers and commensurate with the size and scale of operations. However, given his poor attendance levels at board meetings, we are unable to support his reappointment as an Executive Director.



Passed

Will initiate interaction with management on this issue. Passed

Passed

Passed


Passed

Attendance for board meetings is satisfactory. Passed

Reputed auditing firm. Passed

Passed


BSR & Co LLP have been the company’s auditors for the past eight years. The ratification of their appointment is in line with the statutory requirements.

As on 31 July 2017, the public shareholding of the company was 14. 17%, which is below the statutory threshold of 25%. The issuance will allow the company to increase the public shareholding to up to 30%, before the impending deadline (November 2018) of meeting the statutory norms.

The total dividend (including dividend tax) is Rs. 66. 7 mn. The dividend payout ratio is 2. 8% v/s 28. 2% in FY16. In addition, the company also spent Rs. 970. 2 mn in buy back of 1. 47 mn equity shares at Rs. 660 each in FY17. Including the buyback, the total outflow for FY17 is Rs. 1,036. 7 mn.




Passed

Passed

Passed

Passed

Passed

Passed


Ishaat Hussain does not seek re-election in view of his retirement effective 2 September 2017 as per the Retirement Age Policy adopted by the board.

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

Hemant Bhargava is the Managing Director of Life Insurance Corporation of India. He is LIC’s representative on the board of the company. He was appointed as the Additional Director from 23 May 2017. He is liable to retire by rotation and his appointment is in line with all statutory requirements.

Arun Kumar Adhikari works as a Senior Advisor with McKinsey & Company supporting the Consumer Practice and works with their clients on Marketing and Sales strategy related areas. He also works as an Advisor with Aditya Birla Group on their consumer facing businesses in telecom and financial services. He is liable to retire by rotation and his appointment is in line with all statutory requirements.


Passed


PASSED

PASSED

PASSED

PASSED

PASSED

The buyback will be open to all equity shareholders, including promoters. Promoter participation will be to the extent of their shareholding: Wipro’s promoters currently hold 3,561. 2 mn equity shares (73. 2% of total equity). The proposed buyback aggregates ~7. 06% of issued and paid-up equity capital and will result in funds usage of an estimated Rs. 110. 0 bn, which is 23. 15% of the aggregate of the paid-up share capital and free reserves as per the audited accounts of the Company as on 30 June 2017 (within the statutory limit of being less than 25%). The buyback is a tax-efficient way to return surplus funds to shareholders.

Ms. Ashni Biyani (DIN: 00058775) is part of the promoter group and an Executive Director. She is responsible for the launch of new business formats across the Future Group. Her reappointment is in line with the statutory requirements.

S R B C & Co. LLP are replacing Deloitte Haskins & Sells as the auditors. Their appointment is inline with the statutory requirements.

Narendra Baheti (DIN: 00057255) was earlier the business head of the Agri division and is now being appointed as an Executive Director. His appointment is in line with the statutory requirements.

His estimated pay of Rs. 70. 7 mn is higher than peers. However, a large portion of his salary is in the form of long term incentives, and is linked with the performance of the company. Further, Narendra Baheti is a professional with adequate expertise and experience for the role. To provide more clarity to shareholders on his final remuneration, the company should have capped the value of stock options to be granted to him each year.

Her estimated pay of Rs. 13 mn is in line with peers and commensurate with the size and scale of operations.


Passed

Passed

Passed

Passed

Passed

Passed


The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs. 183. 1 mn. The dividend payout ratio for FY17 was 40%.

Kishore Biyani (DIN: 00005740) is the founder and Group CEO of Future Group. His reappointment is in line with the statutory requirements.

We will initiate dialogue with management that as a corporate governance practice auditor must be changed after 10 years.

C. P. Toshniwal was the CFO of Future Lifestyle till May 2016. After his resignation, he continues as a non-executive director. During his stint as CFO, he was eligible to participate in the stock option schemes – he currently holds 170,824 options, with an exercise price of Rs. 10 each. At CMP, exercising these options will result in a perquisite value of Rs. 52. 7 mn, which crosses theremuneration threshold of 1% of net profits for non executive directors. There will be no cash outflow from the company if he chooses to exercise these options. Additionally, the company has no control over the perquisite value of the stock options, which is derived from the stock price at the time of exercise.

His proposed pay of Rs. 28. 6 mn is in line with peers and commensurate with the size and scale of operations. He also draws remuneration from two group companies, Future Enterprises Limited (FEL) and Future Retail Limited (FRL). While we generally do not encourage this as a practice, we support this resolution as there are strong business linkages between the two entities.

The issuance will be within the approved borrowing limit of Rs. 30 bn.

Passed

Passed

Passed

Passed

Passed

Passed

Kishore Biyani is the Chairman and Managing Director. He is liable to retire by rotation and his reappointment is in line with all statutory requirements.

We will initiate dialogue with management that as a corporate governance practice auditor must be changed after 10 years.

Ms. Sridevi Badiga currently runs a cross-border advisory practice, working closely with a network of family offices and institutional investors in the Middle East. Her appointment is in line with all statutory requirements.

The maximum proposed remuneration of Rs. 55. 2 mn is commensurate with the size and complexity of the business and in line with the peers. Given the past practice, we expect the company to remain judicious in the actual remuneration payout. We do not encourage frequent revisions in remuneration: Kishore Biyani was appointed in May 2016. Further, he is also an Executive Director on the board of Future Lifestyle Fashions Limited and draws remuneration from it (proposed remuneration of Rs. 28. 6 mn). While we generally do not encourage this as a practice, we support this resolution as there are strong business linkages between the entities. Disclosures on past remuneration are not complete.

The maximum proposed remuneration of Rs. 50. 0 mn is commensurate with the size and complexity of the business and in line with the peers. Given the past practice, we expect the company to remain judicious in the actual remuneration payout. We do not encourage frequent revisions in remuneration: Rakesh Biyani was appointed in May 2016. Disclosures on past remuneration are not complete.

The RFPIs and FIIs may invest in the equity shares of a company upto the sectoral cap/ statutory limit (51%) subject to shareholder approval. The company is proposing to enhance the RFPI/ FII investment limit from 24% to 49% of the paid-up equity capital of the company. The increased shareholding limit for RFPIs/ FIIs in a company normally results in enhanced shareholder value.

Passed


Passed

Passed

Passed

Passed

Passed

The transactions with Future Enterprises Limited (up to Rs. 54. 5 bn) are primarily related to the lease of retail infrastructure assets and purchase of goods. The transactions are in the ordinary course of business and will be conducted at arm’s length. The agreement will strengthen the backend retail infrastructure.

The total outflow on account of dividend is Rs. 3. 8 bn. The dividend payout ratio is 36. 6% v/s 14. 8% in the previous year.

Verghese Cherian (DIN: 07001243) is Wholetime Director (Human Resources). His reappointment is in line with all statutory requirements.

Anish Aggarwal (DIN: 06993471) is Wholetime Director (Pipelines). His reappointment is in line with all statutory requirements.

Dr. SSV Ramakumar holds a Ph. D in Chemistry from IIT Roorkee and has over 28 years of experience in research and development and downstream hydrocarbon sector. His terms of appointment are not disclosed: notwithstanding, he is liable to retire by rotation. He was appointed to the board on 1 February 2017 and was paid Rs. 1. 0 mn for his two months of service during FY17. Remuneration in public sector enterprises is usually not high. As a good governance practice, we expect PSE’s to disclose the proposed appointment terms including tenure and proposed remuneration to its shareholders through the AGM notice.

The company has appointed Chandra Wadhwa & Co, Bandyopadhyaya Bhaumik & Co, Mani & Co, RJ Goel & Co, ABK & Associates and P Raju Iyer, M Pandurangan & Associates as cost auditors for FY18. The total remuneration proposed to be paid to the cost auditors is reasonable compared to the size and scale of operations.

Passed


Passed

Passed

Passed

Passed

Passed

Passed

Passed

The proposed issuance will be carved out of the company’s Rs. 1,100 bn borrowing limit, which was approved by shareholders in August 2014 postal ballot.

The dividend on the cumulative preference shares will result in an outflow (including dividend tax for FY17) of Rs. 1. 3 mn. Being one of the top 500 listed companies, the company must have a disclosed ‘dividend distribution policy’ to comply with SEBI regulations.

The dividend for FY17 is Rs. 2. 2/- per share, while it paid a dividend of Rs. 1. 4 in the previous year. The total dividend outflow (including dividend tax for FY17) is Rs. 210. 1 mn, and the dividend payout ratio is 22. 2%. Being one of the top 500 listed companies, the company must have a disclosed ‘dividend distribution policy’ to comply with SEBI regulations.

Nirmal Minda, 60, is the promoter of MIL. He has been on the board for the past 25 years. His reappointment meets all statutory requirements.

The ratification of BSR & Co. LLP’s reappointment is in line with our Voting Guidelines on Auditor (Re)appointment and with the requirements of Section 139 of the Companies Act 2013.


The company’s inter-corporate transactions as on 31 March 2017 aggregate Rs. 4. 0 bn, while the automatic limit is Rs. 5. 0 bn. MIL made investments of Rs. 1. 5 bn in FY16 in its subsidiaries, associates and JVs and additional headroom will give it flexibility to allow for further loans and investments. We highlight ‘transparency risk’ to the resolution as the company has not provided any details regarding the companies it proposes to transact with, nor the proposed nature of such transactions.

Deloitte Haskins & Sells LLP’s appointment as statutory auditors is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013. The company has not provided a clear rationale for the auditor’s resignation before the expiry of their term, given that their ratification was already proposed for the FY17 AGM.


PASSED

PASSED

PASSED

PASSED

PASSED

PASSED

PASSED

The company paid interim dividend of Rs. 3. 50 per equity share. The total dividend (including dividend tax) is Rs. 1. 0 bn. The dividend payout is 16. 7%. This is the first dividend in three years.

Dr. Arvind Krishna Saxena (DIN: 00846939) is the Wholetime Director. He attended one out of four (25%) meetings held during the year and 31% of the board meetings held over the past three years. We expect directors to take their responsibilities seriously and attend all board meetings.

Lodha & Co will replace GP Agrawal & Co as statutory auditors. Their appointment is in line with all statutory requirements.

Vivek Saraogi’s remuneration is estimated at Rs. 52. 1 mn including salary, perquisites and commission. The commission component of his remuneration is capped at Rs. 36 mn, which is a good practice. While the estimated remuneration is higher than peers, a large proportion is variable and linked to performance. We expect the company to remain judicious in paying Vivek Saraogi’s remuneration.

His proposed remuneration estimated at Rs. 2. 5 mn is in line with peers and commensurate with the size and performance of the company. However, we do not support his reappointment to the board on account of his poor attendance of board meetings (see Resolution #3). We expect directors to take their responsibilities seriously and attend all board meetings.

Naresh Dayal (DIN: 03059141) is a former IAS officer. His appointment is in line with all statutory requirements.




Passed

Passed

Passed

Passed

Passed

The company has proposed a final dividend of Rs. 1. 0 per equity share of face value Rs. 10. 0 for the year ended 31 March 2017. The total dividend outflow including dividend tax for FY17 is Rs. 0. 1 bn. The dividend payout ratio is 10. 5%.

Prashant Panday is the MD & CEO. He retires by rotation and his reappointment is in line with statutory requirements.

S. R Batliboi replaced Price Waterhouse & Co. As the statutory auditor in FY15 and was appointed for a term of five years. SR Batliboi & Associates LLP’s ratification as statutory auditors is in line with our Voting Guidelines on Auditor (Re)Appointments and with the requirements of Section 139 of the Companies Act 2013.

The board has approved the appointment of R. Nanabhoy & Co. As cost auditors for the year ending 31 March 2018 on a total remuneration of Rs. 450,000 plus applicable service tax and out of pocket expenses. The total remuneration proposed to be paid to the cost auditors in FY18 is reasonable compared to the size and scale of the company’s operations.

The issuance of debt securities on private placement basis will be within the overall borrowing limit of the company of Rs. 10. 0 bn. The company should have disclosed the aggregate quantum of NCDs it proposes to issue.


Passed

Passed

Passed

Passed

Passed

Passed

Passed

Vinod Rao is the Group Treasurer of Diageo. He is liable to retire by rotation and his reappointment is in line with all statutory requirements.

Price Waterhouse & Co Chartered Accountants LLP were appointed for a period of 5 years in the company’s FY16 AGM. Under the Companies Act 2013, auditor appointment must be ratified annually. The ratification is in line with our Voting Policy on Auditor (Re)Appointment and follows the spirit of Section 139 of the Companies Act, 2013.

Randall Ingber was nominated by Relay B V as a Non-Executive Director. He is General Counsel for Global Functions, Litigation and Africa at Diageo plc. He was appointed as an Additional Director from 2 February 2017. He is liable to retire by rotation and his appointment is in line with all statutory requirements.

John Thomas Kennedy is the President of Diageo Europe, Russia, Turkey and India and is a member of Diageo Global Executive Team. He was appointed as an Additional Director from 17 August 2016. He is liable to retire by rotation and his appointment is in line with all statutory requirements.

V K Viswanathan is Chairperson of Bosch Limited. His appointment is in line with all statutory requirements.

Sanjeev Churiwala is the CFO. He is liable to retire by rotation and his appointment is in line with all statutory requirements.

The proposed remuneration of Rs. 37. 3 mn is commensurate with the size and complexity of the business and in line with the peers. In FY17, the ratio of remuneration to median remuneration was 107x (Including one-time performance share grant made in September 2016). The company has not given any details about the annual incentive plan.

Passed



PASSED

PASSED

PASSED

PASSED

The proposed NCDs will be issued within the overall borrowing limit of Rs. 100 bn. The NCDs are rated ICRA AA (Positive), which reflects high degree of safety regarding timely servicing of financial obligations.

The total dividend for FY17 is Rs. 2. 5/- per equity share and the total dividend outflow (including dividend tax for FY17) is Rs. 1. 8 bn. The dividend payout ratio at 10. 3% is low.



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

PASSED

PASSED

PASSED


PASSED

PASSED

PASSED

PASSED

PASSED

P. V. Ramprasad Reddy, 57, is promoter and Non-Executive Non-Independent director on the company’s board. The company proposes to reappoint him as Executive Chairperson and Managing Director of Aurobindo Pharma USA Inc. , its 100% subsidiary for a term for five years. He will be paid a remuneration of $350,000 per annum (previously $300,000 per annum). P. V. Ramprasad Reddy is a professional, and his overall pay estimated at Rs. 22. 4 mn is commensurate with his role and scale of operations.

Rangaswamy Rathakrishnan Iyer, 64, has 37 years of experience in the pharmaceuticals industry in India. His appointment is in line with all the statutory requirements.

The company proposes to revise N. Govindarajan’s remuneration terms. His proposed remuneration is estimated at Rs. 141. 9 mn. In FY17, he was paid Rs. 124. 3 mn which was 329x the median employee remuneration. His remuneration in the past has been in line with that of peers and commensurate with the size and performance of the business and complexities of his role. The company has capped each component of his pay structure, including the variable pay. This provides greater clarity to shareholders on the final pay levels.


N K Parekh (DIN: 00111518) is part of the promoter group and the non-executive Vice Chairperson. His reappointment is in line with the statutory requirements.

A N Parekh (DIN: 00111366) is part of the promoter group and an Executive Director. His reappointment is in line with the statutory requirements.

Deloitte Haskins & Sells were appointed as the statutory auditors in FY13. The ratification of their appointment is in line with the statutory requirements.


PASSED


PASSED

PASSED

PASSED

PASSED


PASSED

PASSED

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 amend its existing AoA. Shareholders will be required to visit the company’s premises to understand the alterations and review the revised AoA. The company could have been more shareholder-friendly and made the proposed changes to the AoA available in the notice.

The total dividend for FY17 is Rs. 8. 5/- per share, while it was Rs. 10. 0/- in FY16. The total dividend outflow (including dividend tax for FY17) is Rs. 146. 1 mn, and the dividend payout ratio is 29. 3%.

L Lakshman, 71, is the promoter of RHL. He stepped down from his executive role, w. E. F. 1 April 2017 and now serves the board as Chairperson Emeritus. His reappointment meets all statutory requirements.

The ratification of Deloitte Haskins & Sells LLP’s appointment is in line with our Voting Guidelines on Auditor (Re)appointment and with the requirements of Section 139 of the Companies Act 2013. However, as the tenure of the audit signing partner is more than five years, we highlight governance risk.

Anjanikumar Choudhari, 73, has been on RHL’s board since 27 October 2010. He holds a Masters’ degree in Management from Jamnalal Bajaj Institute of Management Studies. He has held various senior positions with M&M since 1997. Before joining M&M he worked in HUL for over 25 years. His reappointment meets all statutory requirements.


Peter Tyroller, 59, is the Director, Robert Bosch GmbH, the parent company. He retires by rotation and his reappointment is in line with statutory requirements.

PASSED

PASSED

PASSED

PASSED

PASSED

PASSED


PASSED

PASSED

Their appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013.

The current remuneration terms are within the limits approved by shareholders in the FY16 AGM. His estimated FY18 remuneration of Rs. 57. 5 mn is in line with peers and commensurate with the size and complexity of the business. Over the past five years, between 31-42% of his remuneration has been performance-linked bonus, establishing a link between pay and performance.

Dr. Andreas Wolf (DIN: 07088505), 55, is the Joint Managing Director, Bosch Limited. His appointment is in line with statutory requirements.

His estimated FY18 remuneration of Rs. 62. 2 mn is in line with peers and commensurate with the size and complexity of the business. A large portion of remuneration is variable, establishing a link between pay and performance.

His estimated FY18 remuneration of Rs. 69. 0 mn is in line with peers and commensurate with the size and complexity of the business. A large portion of remuneration is variable, establishing a link between pay and performance.


The company has proposed a final dividend of Rs. 3. 0 per equity share of face value Rs. 10. 0 for the year ended 31 March 2017. The total dividend outflow including dividend tax for FY17 is Rs. 0. 1 bn. The dividend payout ratio is 31. 1%.

Deepak Jalan is the promoter MD. He attended 60% of the board meetings in FY17 and 73% of the meetings over the past three years. Although we do not consider attendance as a criterion for reappointing executive directors, we expect directors to take their responsibilities seriously and attend all meetings.

PASSED

PASSED

PASSED

PASSED

PASSED

The company proposes to appoint Singhi & Co. In place of the retiring auditors, G. P. Agrawal & Co. Singhi & Co. ’s appointment as statutory auditors is in line with our Voting Guidelines on Auditor (Re)Appointments and with the requirements of Section 139 of the Companies Act 2013.

Deepak Jalan is the promoter MD. He has over 31 years of experience in the business. The company now proposes to reappoint him for a further three years from 1 October 2017. His FY17 remuneration was 76x the median employee remuneration. The proposed remuneration of Rs. 15. 9 mn for Deepak Jalan is in line with peers and commensurate with the size and complexities of his responsibilities. As a good practice, companies must cap the absolute amount of variable pay to board members.

Aloke Jalan is the promoter Whole-Time Director. He has 26 years of experience and looks after the marketing operations with special emphasis in the western region and southern Region. The company now proposes to reappoint him for a further three years from 1 October 2017. His FY17 remuneration was 63x the median employee remuneration. The proposed remuneration for Aloke Jalan is in line with peers and commensurate with the size and complexities of his responsibilities. As a good practice, companies must cap the absolute amount of variable pay to board members. He has attended 60% of the board meetings in FY17 and 67% of the board meetings held over the past three years. Although we do not consider attendance as a criterion for reappointing executive directors, we expect directors to take their responsibilities seriously and attend all meetings.

The company proposes to increase the authorized share capital to Rs. 150 bn (14 bn equity shares of Rs. 10 each and 1 bn preference shares of Rs. 10 each) from Rs. 60 bn (5 bn equity shares of Rs. 10 each and 1 bn preference shares of Rs. 10 each) to accommodate issue of bonus shares discussed in resolution 2.

The bonus issue will increase the liquidity of the equity shares with higher floating stock and make the equity shares more affordable.

PASSED

PASSED











The company has not specified an exercise price for the options and has left it to the discretion of the board. Assuming all the options are granted at face value of Rs. 10. 0 per share, the cost per year will aggregate to Rs. 10. 2 bn (assuming a vesting period of five years). This represents 3. 4% of the consolidated FY17 PAT. While we do not favour stock options issued at a discount to market price, the cost of the scheme is relatively low as compared to profits.

Through a separate resolution, the company is seeking approval to grant options to the employees of its subsidiaries.


PASSED

PASSED

PASSED

PASSED

PASSED

PASSED

PASSED

Jasvinder Singh is the Joint Managing Director. He is liable to retire by rotation and his reappointment is in line with all statutory requirements.

Ranbir Singh is the CEO. He is liable to retire by rotation and his reappointment is in line with all statutory requirements.

Gurdeep Singh has experience of more than 30 years in auto components industry. He is liable to retire by rotation and his reappointment is in line with all statutory requirements.

Harish & Co is a proprietorship firm. We believe that newly listed firms should appoint auditors with sufficient experience. As a best practice, company must consider providing information on the auditors’ experience and reasons for their appointment.

Anish Dhingra has experience of more than 35 years in the field of banking and auto components. His reappointment is in line with all statutory requirements. He has attended 25% of the board meetings held in FY17 and has been on the Board for two years. We expect directors to take their responsibilities seriously and attend all meetings: We have a threshold of minimum 75% attendance of board meetings held over a three-year period, when voting for re-appointment.

Vikas Uppal is Partner in Bharti Engineering Corporation. His reappointment is in line with all statutory requirements.

Manbhupinder Singh Atwal is Retired Colonel. His reappointment is in line with all statutory requirements. He has attended 25% of the board meetings held in FY17 and has been on the Board for two years. We expect directors to take their responsibilities seriously and attend all meetings: We have a threshold of minimum 75% attendance of board meetings held over a three-year period, when voting for re-appointment.

PASSED

PASSED

PASSED

PASSED

PASSED


Air Cmde. (Retd. ) Shailindra Kaushik is Retired Air Commodore. His reappointment is in line with all statutory requirements.

Ms. Geeta Khanna is a retired public-sector banker and has experience of more than 30 years in the field of International Banking, Finance and Credit. Her appointment is in line with all statutory requirements. She has attended 25% of the board meetings held in FY17 and has been on the Board for two years. We expect directors to take their responsibilities seriously and attend all meetings: We have a threshold of minimum 75% attendance of board meetings held over a three-year period, when voting for re-appointment.

Ajit Singh is a businessman. His appointment is in line with all statutory requirements. The company has not given granular details about his experience.

The proposed remuneration of Rs. 9. 5 mn is commensurate with the size and complexity of the business and in line with the peers. In FY17, the ratio of remuneration (Rs. 4. 6 mn) to median remuneration was 37. 3x. There is no component of variable pay to link pay and performance. He has attended 25% of the board meetings held in FY17 and has been on the Board for two years. While we do not recommend voting against executive directors, we expect directors to take their responsibilities seriously and attend all meetings.

The proposed remuneration of Rs. 9. 5 mn is commensurate with the size and complexity of the business and in line with the peers. In FY17, the ratio of remuneration (Rs. 5. 0 mn) to median remuneration was 40. 4x. There is no component of variable pay to link pay and performance.

PASSED

PASSED

PASSED

PASSED

PASSED

PASSED

PASSED

PASSED


PASSED

The dividend in FY17 has increased to Rs. 75. 0 from Rs. 35. 0 in FY16. The total dividend outflow (including dividend tax for FY17) is Rs. 27. 3 bn, and the dividend payout ratio is 37. 2%. This year’s dividend payout ratio is almost 2x the dividend payout in FY16 and FY15.

Toshihiro Suzuki, 59, represents the promoter group on the board. His reappointment meets all statutory requirements.

Shigetoshi Torii, 58, is currently Head – Operations. He has been on the board of MSIL for the past three years. His reappointment meets all statutory requirements.

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

Shigetoshi Torii, 58, joined MSIL in 2012. He was appointed as Director (Production) in FY14 for three years. MSIL proposes to extend his tenure by another three years. His proposed remuneration is likely to range between Rs. 34. 3 mn and Rs. 54. 1 mn, which is commensurate with the size and complexity of the business, and comparable to peers.

Ms. Renu Sud Karnad, 64, is a graduate in Economics and Law from from University of Delhi and University of Mumbai, respectively. She has been the MD of HDFC Ltd. For the past seven years. She is also on the board of HDFC Ltd. , ABB India Ltd. , HDFC Bank Ltd. And Gruh Finance Ltd.


The revised AoA and MoA are being adopted to comply with the provisions of Companies Act, 2013.

The total outflow on account of dividend is Rs. 190. 9 mn. The dividend payout is 17. 1% v/s 18. 1% in the previous year.

PASSED

PASSED

PASSED

PASSED


PASSED

PASSED

PASSED

PASSED

Devesh Bansal (DIN: 00162513) belongs to the promoter family. He is 34 years old and associated with the company for 15 years as Wholetime Director. His reappointment is in line with all statutory requirements.

Singhi & Co were appointed as statutory auditors in September 2014 AGM. Their ratification is in line with all statutory requirements.


Sharan Bansal’s proposed remuneration (salary and perquisites) is capped at Rs. 24. 2 mn and is in line with the size and profitability of the company.

Elvin Machado (DIN: 07206710) is the Wholetime Director. His reappointment is in line with all statutory requirements.

SRBC & Co will replace Dalal & Shah as statutory auditors. Their appointment is in line with all statutory requirements.

The company proposes to pay up to 1% of net profit as commission to Non-Executive Directors annually for a period of five years from FY18. The company has not capped the absolute amount of commission payable to its Non-Executive Directors. We expect the company to be judicious in paying commission to its non-executive directors.

The proposed issuance will be carved out of the borrowing limit, which was approved in August 2014 AGM. The company’s borrowing limit is Rs. 15 bn, or, the aggregate of paid up share capital plus free reserves, whichever higher.


PASSED

PASSED

PASSED

PASSED

PASSED

PASSED

PASSED


Ms. Vinita Singhania, 65, is part of the promoter family and Vice Chairperson and Managing Director, JK Lakshmi Cement Limited. She retires by rotation and her reappointment is in line with statutory requirements.

SS Kothari Mehta & Co are replacing Lodha & Co as the statutory auditors. However, the proposed appointment for three years is not in line with Section 139(1) of Companies Act 2013, which states that auditors must be appointed for a period of five years. The company must issue a corrigendum to modify the auditor term and comply with the Act.


Assuming the issue price is the current market price (Rs. 419. 8 as on 14 August 2017), the company will issue ~12 mn shares, if it raises the maximum amount of Rs. 5 bn. The maximum dilution is ~9. 2% on the expanded capital base, considering the shareholding as on 30 June 2017. We also expect promoters to be diluted by an equitable amount.

The present authorized share capital of the company is Rs. 350 mn divided into 35 mn equity shares of Rs. 10 each. It is proposed to increase the present authorized share capital of the company to Rs. 700 mn divided into 70 mn equity shares of Rs. 10 each by way of creation of additional 35 mn equity shares. The increase will enable the company to issue further capital by way of bonus shares. The proposed increase in authorized share capital will require alteration of existing Clause V of the MoA.

The proposed increase in authorized share capital will require alteration in the Articles of Association (AoA) of the company.

PASSED


PASSED

PASSED

PASSED

PASSED

PASSED

The Board has recommended an issue of bonus shares in the ratio of 1:1. The issued, subscribed and paid-up share capital of the company will increase upto Rs. 0. 6 bn after capitalizing a sum upto Rs. 0. 3 bn.


Balmiki Prasad Singh, 62, is part of the promoter family. He has attended 50% of the board meetings held in FY17 and 55% over a two-year period (since listing). While attendance is not a criterion for deciding on reappointment of promoter executives, we expect directors to take their responsibilities seriously and attend all meetings.

Alkem Laboratories Limited (ALL) proposes to ratify B S R & Co. LLP (part of the KPMG audit network) as statutory auditors. The ratification of their reappointment is in line with our Voting Guidelines on Auditor (Re)Appointments and with the requirements of Section 139 of the Companies Act 2013.


Dr. Dheeraj Sharma, 41, is director of IIM – Rohtak and professor at IIM – Ahmedabad. His appointment is in line with all the statutory requirements.

PASSED

PASSED

PASSED

PASSED

PASSED

PASSED

PASSED

In order to improve the liquidity of the company’s shares in the stock market and to make the shares affordable to small investors, the company seeks shareholder approval for the sub-division of its equity shares from face value of Rs. 10. 0 per share to two shares of face value of Rs. 2. 0 per share.

The proposed sub-division of equity shares requires amendment to the existing Clause V of the MoA of the company. While the amount of the authorised capital will remain the same, the number of authorised shares will increase due to the stock split.






PASSED

PASSED

PASSED

PASSED

PASSED

PASSED







PASSED

PASSED

PASSED

PASSED

PASSED




The company raised Rs. 6. 5 bn (through an IPO in August 2016), of which Rs. 2 bn was earmarked for repayment of term loans. Of this, Rs. 2. 6 mn remain unspent. The company proposes to utilize this Rs. 2. 6 mn for general corporate purposes. The unutilized quantum is not material and the change in utilization will not impact the financials or operations of the company.

Dilip Buildcon is primarily an EPC player and has stated its intention to divest, either wholly or partially, its operational BOT assets in its latest annual report. The company believes this will free up capital invested in these projects which can be redeployed elsewhere. In its AGM notice, the company has identified 23 such wholly owned subsidiaries/special purpose vehicles (SPVs) where it is looking to divest equity and cede control. None of these are material subsidiaries as per SEBI LODR and the company’s investment in these entities ranges from Rs. 0. 5 mn to Rs. 1. 6 bn. The disposal is in line with the company’s stated strategy and will help deleverage thebalance sheet.























PASSED

PASSED

PASSED


Ramesh Srinivasan (DIN: 07164250) is Wholetime Director (Marketing). His reappointment is in line with all statutory requirements.

The Comptroller & Auditor General of India (C&AG) appoints the statutory auditors. As per Section 142 of the Companies Act, 2013, shareholder approval is required to authorize the board to fix the remuneration of statutory auditors at appropriate level. The total audit fees of Rs. 4. 7 mn in FY17 (excluding tax and reimbursements) is commensurate with the size and complexity of the company: we expect audit fees in FY18 to be in same range.

PASSED

PASSED

PASSED

PASSED

PASSED

PASSED

Rajkumar Duraiswamy is holds a Post Graduate Diploma in Management from IIM, Bangalore. He has over three decades of experience in petroleum sector including marketing, pipeline projects and integrated upstream and downstream oil sector. His terms of appointment are not disclosed. He was appointed to the board on 1 October 2016 and was paid Rs. 2. 6 mn for his six months of service during FY17. Remuneration in public sector enterprises is usually not high. As a good governance practice, we expect PSE’s to disclose the proposed appointment terms including tenure and proposed remuneration to its shareholders through the AGM notice.

Vishal V Sharma (DIN: 01213441) is partner at Vishabh Business Services. His appointment is in line with all statutory requirements.

Paul Antony (DIN: 02239492) is Additional Chief Secretary, Government of Kerala. His appointment is in line with all statutory requirements.

Sivakumar Krishnamurthy is a Chartered Accountant, Cost Accountant, and Company Secretary. He joined BPCL in 1987 and has worked in various division of the company including finance, internal audit, ERP and secretarial functions. His terms of appointment are not disclosed. He was appointed to the board on 1 May 2017. Remuneration in public sector enterprises is usually not high. As a good governance practice, we expect PSE’s to disclose the proposed appointment terms including tenure and proposed remuneration to its shareholders through the AGM notice.

The proposed issuance will be carved out of the company’s borrowing limit, which was approved by shareholders in September 2014 postal ballot. The company has an approved borrowing limit of two times its networth.

BPCL proposes to ratify transactions with Bharat Oman Refineries Limited (BORL) for purchase of goods (Crude oil, MS, HSD, LPG, Naphtha, SKO, ATF, project materials, etc), sale of goods (crude oil, lubricants, etc), and interest income on loans, rendering/receiving of services, canalizing commission, demurrage, port charges, employee deputation, lease rental, etc amounting to Rs. 310. 5 bn in FY17. The company also expects similar transactions in FY18 aggregating to Rs. 345. 6 bn. The FY17 ratification and proposed transactions for FY18 are in the ordinary course and at arm’s length.

PASSED


PASSED

PASSED

PASSED

PASSED

PASSED

The company has appointed ABK & Associates and Bandyopadhyaya Bhaumik & Co as cost auditors for FY18. The total remuneration proposed to be paid to the cost auditors is reasonable compared to the size and scale of operations.


Dr. Ashutosh Karnatak (DIN: 03267102) is Wholetime Director (Projects). His reappointment is in line with all statutory requirements.


Dinkar Prakash Srivastava (DIN: 07418753) is former IFS officer. His appointment is in line with all statutory requirements.

Dr. Anup K. Pujari (DIN: 02556335) is former IAS officer. His appointment is in line with all statutory requirements.

PASSED

PASSED

PASSED

PASSED

PASSED

PASSED

PASSED

PK Gupta is Mechanical Engineer. He has over three decades of experience in Oil & Gas Sector. His terms of appointment are not disclosed. He was appointed to the board on 1 February 2017 and was paid Rs. 0. 9 mn for his two months of service during FY17. Remuneration in public sector enterprises is usually not high. As a good governance practice, we expect PSE’s to disclose the proposed appointment terms including tenure and proposed remuneration to its shareholders through the AGM notice.

Gajendra Singh holds M. Sc. In Physics. He has over three decades of experience in hydrocarbon sector. His terms of appointment are not disclosed. He was appointed to the board on 5 April 2017. Remuneration in public sector enterprises is usually not high. As a good governance practice, we expect PSE’s to disclose the proposed appointment terms including tenure and proposed remuneration to its shareholders through the AGM notice.

GAIL proposes to ratify remuneration of Rs. 2. 1 mn paid to its cost auditors for FY17 and authorize the board to fix the remuneration of cost auditors for FY18. The FY17 remuneration is reasonable compared to the size and scale of operations. The company has not disclosed the remuneration proposed in FY18. We expect it to be in the same range.

GAIL holds 12. 5% in Petronet LNG Ltd (Petronet LNG). GAIL procures LNG cargoes and re-gasified Liquefied Natural Gas from Petronet LNG. GAIL also uses regasification facilities of Petronet LNG (located at Dahej, Gujarat and Kochi, Kerala). The value of these transaction in FY17 aggregated Rs. 131 bn. The transactions are in ordinary course of business and at arm’s length.

Increase in authorized share capital will require alteration to Memorandum and Articles of Association.

In order to reissue and consolidate its debt securities, the company is required to take an enabling provision as per the recent SEBI circular. GAIL has raised funds through issuance of debt securities including debentures to finance its ongoing capital expenditure. The proposal seeks approval to comply with SEBI’s requirement.

The proposed issuance will be carved out of the company’s borrowing limit. The company’s automatic borrowing limit is Rs. 381. 5 bn.

PASSED


PASSED

PASSED

PASSED

PASSED

PASSED

Assuming current market price of Rs. 137. 8 per share as the issuance price of securities, PNB will issue ~217. 7 mn equity shares to raise Rs 30. 0 bn. The dilution from the entire allotment will be ~9. 3% on the expanded capital base. The GoI’s stake will reduce to 59. 0% from the current 65. 0%. PNB confirms that the GoI shall continue to hold at least 52% of the total paid up equity capital of the Bank, post the issuance. We believe the equity infusion will help support the bank’s capital adequacy requirements and expansion plans.


Jayanti M. Sanghvi belongs to the promoter family. His reappointment is in line with all the statutory requirements.

S. R. B. C. & Co. Have been the company’s statutory auditors for six years. Their reappointment is in line with our Voting Guidelines on Auditor (Re)appointments and complies with the requirements of Section 139 of the Companies Act 2013.


The company seeks shareholder’s approval to charge fee in advance (Rs. 100 per document over and above estimated actual expenses) for delivery of a document requested by them through a particular mode. However, given the nature of the charge, this might become a deterrent for shareholders to seek information.

PASSED

PASSED

PASSED

PASSED


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Manoj P. Sanghvi is son of promoter Chairperson and Managing Director, Prakash M. Sanghvi. He was appointed as Business Head (C. S. Pipes) for a period of 40 months with effect from 1 June 2014 and was paid Rs. 8. 2 mn in FY17. The proposed remuneration is high compared to other executives in the company. Additionally, promoter family remuneration is high – the promoter family’s aggregate remuneration was ~Rs. 207 mn for FY17 which is 14. 4% of the consolidated PAT.

Prashant J. Sanghvi, belongs to the promoter family and is son of Jayanti M. Sanghvi, Whole-time Director. He was appointed as Business Head (L. S. A. W. ) for a period of 40 months with effect from 1 June 2014 and was paid Rs. 7 mn in FY17. The proposed remuneration is high compared to other executives in the company. Additionally, promoter family remuneration is high – the promoter family’s aggregate remuneration was ~Rs. 207 mn for FY17 which is 14. 4% of the consolidated PAT.

Nilesh P. Sanghvi is son of promoter Chairperson and Managing Director, Prakash M. Sanghvi. He was appointed as Chief Executive (Strategic Business Development) for a period of 40 months with effect from 1 June 2014 and was paid Rs. 5. 9 mn in FY17. The proposed remuneration is high compared to other executives in the company. Additionally, promoter family remuneration is high – the promoter family’s aggregate remuneration was ~Rs. 207 mn for FY17 which is 14. 4% of the consolidated PAT.

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 amend its existing AoA. The new set of AoA are not available on its website.

Ankit Saraiya (DIN: 02771647) belongs to the promoter family. His reappointment is in line with all statutory requirements.

Singhi & Co will replace SS Kothari & Co as statutory auditors. Their appointment is in line with all statutory requirements.

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Dr. Rajendra Prasad Singh (DIN: 00004812) is the former Chairperson and Managing Director of Power Grid Corporation of India. His appointment is in line with all statutory requirements. Since his appointment, Dr. Rajendra Prasad Singh has attended 50% of the board meetings: we expect directors to take their responsibilities seriously and attend all meetings.

The dividend in FY17 has increased to Rs. 1. 1 from Rs. 1. 0 in FY16. The total dividend outflow (including dividend tax for FY17) is Rs. 2. 9 bn, and the dividend payout ratio is 18. 9%.

AK Agarwala, 84, is a former Executive Director of Hindalco. He has been on the board for the past 19 years. His reappointment meets all statutory requirements.

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


Asian Paints (International) Limited is primarily engaged in the business of investment holding. As per the scheme, there will be no issuance of shares and the entire equity share capital of Asian Paints (International) Limited will be cancelled. The proposed amalgamation will result in simplification of the existing organizational structure and reduction of administrative and operating costs. There will be no change in the economic interest in Asian Paints Limited for the shareholders.


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The total outflow on account of dividend is Rs. 148. 7 bn. The dividend payout is 102. 5% v/s 120. 4% in the previous year. Although required by regulation, the company does not have a publicly disclosed dividend distribution policy.

SN Prasad (DIN: 07408431) is Wholetime Director (Marketing). His reappointment is in line with all statutory requirements.

Ms. Reena Sinha Puri (DIN: 07753040) is Joint Secretary and Financial Advisory, Ministry of Coal. Her appointment is in line with all statutory requirements.

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The total remuneration paid to the cost auditors is reasonable compared to the size and scale of operations.

VK Thakral (DIN: 00402959) is a retired IAS officer. His appointment is in line with all statutory requirements.


Sandeep Poundrik (DIN: 01865958) is Joint Secretary (Refineries) of the Ministry of Petroleum & Natural Gas. His reappointment is in line with all statutory requirements.

J Ramaswamy (DIN: 06627920) is the Wholetime Director (Finance). His reappointment is in line with all statutory requirements.

S Jeyakrishnan is associated with the company since 1981 and has experience in marketing. S Jeyakrishnan was appointed on the board on 1 November 2016 and was paid Rs. 1. 7 mn for his five months of service in FY17. His proposed remuneration is not disclosed: remuneration in public sector enterprises is usually not high. As a good practice, we expect PSE’s to disclose the proposed remuneration to its shareholders through the AGM notice.

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Vinod S Shenoy is a Bachelor in Chemical Engineering from IIT Bombay. He is associated with the company since 1985. He was appointed on the board on 1 November 2016 and was paid Rs. 1. 6 mn for his five months of service each in FY17. His proposed remuneration is not disclosed: remuneration in public sector enterprises is usually not high. As a good practice, we expect PSE’s to disclose the proposed remuneration to its shareholders through the AGM notice.

Ms. Asifa Khan has experience in print and electronic media journalism, representation and analysis. Her appointment is in line with all statutory requirements.

GV Krishna is a Chartered Accountant. His appointment is in line with all statutory requirements.

Dr. Trilok Nath Singh is Chair Professor at IIT, Mumbai. His appointment is in line with all statutory requirements.

The company has appointed ABK & Associates and Dhananjay V Joshi & Associates as cost auditors for FY18. The total remuneration proposed to be paid to the cost auditors is reasonable compared to the size and scale of operations.

HMEL is a joint venture of HPCL (48. 9%) and Mittal Energy Investments Pte. Ltd (MEI), Singapore (51. 1%). The company proposes purchase and sale of petroleum products, employee deputation, infrastructure charges etc. From HMEL during FY18 and FY19. The value of these transactions is likely to be Rs. 454. 5 bn and Rs. 487. 8 bn in FY18 and FY19 respectively. The transactions are in the ordinary course of business and at arm’s length.

The proposed issuance will be carved out of the company’s borrowing limit of Rs. 300 bn approved by shareholders in August 2014.

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PIPL and GSPL each hold 2. 2 mn equity shares (3. 55%) of NIIT Tech. Pawar Family Trust, through Rajendra Pawar as trustee, holds entire equity share capital of PIPL. Thadani Family Trust, through Vijay Thadani as trustee, holds entire equity share capital of GSPL. Vijay Thadani and Rajendra Pawar are among the directors and promoters of NIIT Tech. Post the merger, the shareholding of PIPL and GSPL in NIIT Tech will be cancelled and equal number of shares (2. 2 mn) will be issued to the shareholders of PIPL and GSPL i. E. To Pawar Family Trust and Thadani Family Trust. PIPL and GSPL will be dissolved, without winding up. The merger will simplify the promoter’s shareholding structure and there would be no change in promoters’ aggregate shareholding. Hence, there would be no dilution for minority shareholders.

After adjusting for bonus issuance of one equity share for one equity share of Rs. 10 each held in the company, dividend per share reduces to Rs. 2. 50 per equity share. The total outflow on account of dividend is Rs. 4. 5 bn v/s Rs. 2. 3 bn in FY16. The dividend payout is 26. 5% v/s 24. 7% in the previous year.

KD Tripathi (DIN: 07239755), IAS, is the Secretary to the Government of India in the Ministry of Petroleum & Natural Gas. He is the nominee of the Government of India and the Chairperson of the company. His reappointment is in line with all statutory requirements.

Subir Purkayastha (DIN 06850526) is the Wholetime Director (Finance) of GAIL and its nominee director. His reappointment is in line with all statutory requirements.

DK Sarraf (DIN 00147870) is the Chairperson and Managing Director of ONGC and its nominee director. His reappointment is in line with all statutory requirements.

TR Chadha & Co LLP have been the statutory auditors for the past five years. They are proposed to be reappointed for five years with a remuneration of Rs. 1. 05 mn for FY18 excluding out of pocket expenses and applicable taxes. Their reappointment is in line with all statutory requirements.

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GK Satish (DIN 06932170) is Wholetime Director (Planning & Business Development) of IOCL and its nominee director. His appointment is in line with all statutory requirements.

Dr. T Natarajan (DIN 00396367), IAS, is the Joint Managing Director of Gujarat State Petroleum Corporation Limited and Gujarat State Petronet Limited. He is the nominee director of Gujarat Maritime Board. He did not attend either of the two board meetings held after his appointment on 1 October 2016. We expect directors to take their responsibilities seriously and attend all board meetings.

D Rajkumar (DIN 00872597) is the Chairperson and Managing Director of BPCL and its nominee director. His appointment is in line with all statutory requirements.

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

The company has an existing arrangement with companies including BPCL, IOCL, GAIL, ONGC, Adani Petronet (Dahej) Port Pvt Ltd, Petronet LNG foundation and Indian LNG Transport Company (No. 4) Pvt. Ltd for LNG sales and regasification services. In FY17, the total quantum of transactions amounted to Rs. 234. 4 bn (~94% of revenues). To execute these contracts, the company seeks to approve transactions to be undertaken in FY18 with these entities and its other associates and JVs. According to the company, it is currently not possible to ascertain the exact value of the transactions to be undertaken in FY18. However, the company has specified that these transactions will be in the ordinary course of business and at arms-length.

Subhash Kumar is a Cost Accountant and Company Secretary. He was appointed as Wholetime Director (Finance) for five years on 5 August 2017. His proposed remuneration is not disclosed: but, remuneration in public sector enterprises is usually not high. As a good governance practice, we expect PSE’s to disclose the proposed appointment terms including tenure and proposed remuneration to its shareholders through the AGM notice.

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Rajender Singh has experience in handling oil & gas projects from conceptualization to commissioning stage. He was reappointed on 14 November 2017 until he superannuates on 19 July 2019. He was paid Rs. 8. 5 mn for in FY17. His proposed remuneration is not disclosed: but, remuneration in public sector enterprises is usually not high. As a good governance practice, we expect PSE’s to disclose the proposed appointment terms including tenure and proposed remuneration to its shareholders through the AGM notice.

This is an enabling provision, which will enable FIIs to further invest in the company.

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Anil Mukim is a senior IAS Officer of Government of Gujarat. He is liable to retire by rotation and his appointment is in line with all statutory requirements.

T R Chadha & Co LLP are replacing Deloitte Haskins & Sells as the statutory auditors. However, the proposed appointment for two years is not in line with Section 139(1) of Companies Act 2013, which states that auditors must be appointed for a period of five years. The company must issue a corrigendum to modify the auditor term and comply with the Act.



Ashok Kumar Vijay (DIN: 01103278) is the CFO of the company. He retires by rotation and his reappointment is in line with the statutory requirements.

L. B. Jha & Co are replacing K. N. Gutgutia & Co as the statutory auditors. Their appointment is in line with the statutory requirements.


Ms. Mridula Jhunjhunwala (DIN: 05339373) is a chartered accountant and a partner of Doshi, Chatterjee, Bagri & Co LLP. Her reappointment is in line with the statutory requirements.

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The estimated pay of Rs. 6. 6 mn is in line with peers and commensurate with the size and scale of operations.

In FY17, Saroj Poddar was paid a total remuneration of Rs. 36. 6 mn which amounted to 8. 7% of PBT (above the pay threshold of 5% for an individual director). Accordingly, the company seeksshareholder approval for the excess remuneration (~Rs. 15 mn) paid to him in FY17. At an absolute level, his remuneration of Rs. 36. 6 mn is comparable to industry peers and has remained flat in the past five years. Further, given the planned capex by the Indian railways, the company’s performance is expected to improve going forward.

The company proposes to pay a final dividend of Rs. 1. 1 per equity share of face value of Rs. 2. 0 each. This is in addition to the interim dividend of Rs. 0. 53 paise paid during the year. The total dividend (including dividend tax) amounts to Rs. 1. 8 bn. For FY17 the dividend payout ratio is 50. 3%.

Rajendra Chaudhari is Director (Commercial). He retires by rotation and his reappointment is in line with statutory requirements.

There is no disclosure on the proposed audit fees. In FY17, the statutory audit fees aggregated Rs3. 9mn. We expect the audit fees to remain in the same range.

The total remuneration proposed to be paid to the cost auditors for FY17 is reasonable compared to the size and scale of the company’s operations.


Manoj Kumar was appointed as an Additional Director from 8 August 2017. Manoj Kumar is the Additional Secretary, Ministry of Housing and Urban Affairs. His appointment is in line with statutory requirements. It is unclear if he will be eligible to retire by rotation.


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Lalit Agarwal (DIN: 00900900) is part of the promoter group and the CMD. He retires by rotation and his reappointment is in line with the statutory requirements.

Walker Chandiok & Co. LLP have been auditors for the past nine years. The legitimacy of the proposed tenure of one year is open to interpretation – while generally the required term is for five years, based on a different interpretation, reappointment for shorter term may be permitted to limit the total tenure of the audit firm to 10 years. Given that the overall tenure does not exceed 10 years, the reappointment is in line with our voting policy. Shareholders must however engage with the board to confirm the legal validity of the proposal.

His estimated pay of Rs. 22. 3 mn is in line with peers and commensurate with the size and scale of operations. To provide more clarity to shareholders on the final remuneration, the company could have capped the commission payable to him.

His estimated pay of Rs. 5. 9 mn is in line with peers and commensurate with the size and scale of operations. To provide more clarity to shareholders on the final remuneration, the company could have capped the commission payable to him.

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In the past five years, the company has utilized 88% of its current approved limit of stock options. It needs additional headroom to continue granting options under the scheme. The exercise price of the new options will be decided by the board. To minimize the cost impact, we generally encourage stock options to be granted at market price – but in this case, based on past trends, the estimated cost impact is moderate at ~3%. Further, the company should have disclosed a clear exercise price to shareholders.


Jorge Solis (DIN: 7119701) is Vice President, WABCO Global. He retires by rotation and his reappointment is in line with statutory requirements. He attended 60% and 50% of board meetings held in FY17 and FY16 respectively. We expect directors to take their responsibilities seriously and attend all board meetings.

The company proposes to ratify S R Batliboi & Associates LLP as statutory auditors for one year – they were reappointed as statutory auditors for five years in the 2014 AGM. Their ratification as statutory auditors is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013.


The approval sought is for a one-year period and the quantum of transactions to be undertaken for FY18 is expected to increase in the same trend as the past few years. WABCO India is also investing in R&D and technology for which it will charge the group companies in future. Also, the royalty payments have been capped and thus should not increase as % to sales going forward.

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With this acquisition, Bharti Airtel will add capacity to its existing holding of the 1800 MHz band, instead of other spectrum bands, leading to significant cost advantages. Further, Bharti Airtel is only liable to pay future spectrum payments owed by Telenor India, while paying only a token consideration of five equity shares of Bharti Airtel Limited to the holding company for Telenor India. The acquisition will entail addition of 44 mn wireless subscribers to the existing 280. 6 mn subscribers of Bharti Airtel. Given the scale of Bharti Airtel, the debt levels will increase only marginally.

The total outflow on account of dividend is Rs. 2. 4 bn. The dividend payout is 74. 9% v/s 57. 9% in the previous year. During the year the company issued bonus shares in the ratio of 1:1. Dividend per share of Rs. 3 per equity share is on the expanded capital base.

Ajay Narayan Deshpande (DIN: 03435179) is Wholetime Director (Technical). His reappointment is in line with all statutory requirements.

The Comptroller & Auditor General of India (C&AG) appoints the statutory auditors. As per Section 142 of the Companies Act, 2013, shareholder approval is required to authorize the board to fix the remuneration of statutory auditors at appropriate level. The total audit fees of Rs. 1 mn in FY17 (excluding tax and reimbursements) is commensurate with the size and complexity of the company: we expect audit fees in FY18 to be in same range.

Vipin Chander Bhandari is associated with the company for over 35 years. He has experience in engineering design, project management and HR functions. He was appointed to the board on 26 August 2016 and was paid Rs. 2. 2 mn for his seven months of service during FY17. His proposed remuneration is not disclosed. Remuneration in public sector enterprises is usually not high. As a good practice, we expect PSE’s to disclose the proposed remuneration to its shareholders through the AGM notice.

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Rakesh Kumar Sabharwal has over three decades of experience in international trade, EXIM procedures, taxation, legal aspects and systems development. He was appointed to the board on 27 September 2016 and was paid Rs. 1. 8 mn for his six months of service during FY17. His proposed remuneration is not disclosed. Remuneration in public sector enterprises is usually not high. As a good practice, we expect PSE’s to disclose the proposed remuneration to its shareholders through the AGM notice.

Ms. Shazia Ilmi Malik (DIN: 07777804) is a former television journalist and co-founder of Aam Aadmi Party. Presently, she is member and spokesperson of Bhartiya Janta Party - the ruling party - since 2015. Her appointment is in line with statutory requirements.

Jagdish Chander Nakra is associated with the company since 1983 as a Mechanical Engineer. His proposed remuneration is not disclosed. Remuneration in public sector enterprises is usually not high. As a good practice, we expect PSE’s to disclose the proposed remuneration to its shareholders through the AGM notice.


Ravi P Singh (DIN:05240974) is the Wholetime Director (Personnel). His reappointment is in line with all statutory requirements.

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The Comptroller & Auditor General of India (C&AG) has appointed SK Mittal & Co, RG. N. Price & Co, Kothari & Co and Parakh & Co. As statutory auditors for FY18. As per Section 142 of the Companies Act, 2013, shareholder approval is required to authorize the board to fix the remuneration of statutory auditors at appropriate level. The total audit fees of Rs. 9 mn in FY17 (excluding tax and reimbursements) is commensurate with the size and complexity of the company: we expect audit fees in FY18 to be in same range.

K Sreekant has over three decades of experience in the power sector in fields including accounting, long term financial planning, investment appraisals, formulation of capital budgets, resource mobilization and corporate accounts. He was appointed on the board on 16 August 2016 and was paid Rs. 1. 9 mn for his six months of service in FY17. His proposed remuneration is not disclosed: remuneration in public sector enterprises is usually not high. The company has clarified that the term of an executive director in the public-sector enterprise five years, or, until the age of superannuation (i. E. 60 years), or, as per the orders from the respective ministries, whichever lower. As a good practice, we expect PSE’s to disclose the proposed remuneration to its shareholders through the AGM notice.

Prabhakar Singh has experience of over 38 years in companies including MPSEB, NTPC, Power Grid and Jaypee Powergrid Ltd (a joint venture of JP Power Ventures Limited and POWERGRID) as Director Projects. He was appointed on the board on 8 February 2017 and was paid Rs. 1. 1 mn for his two months of service in FY17. His proposed remuneration is not disclosed: remuneration in public sector enterprises is usually not high. The company has clarified that the term of an executive director in the public-sector enterprise five years, or, until the age of superannuation (i. E. 60 years), or, as per the orders from the respective ministries, whichever lower. As a good practice, we expect PSE’s to disclose the proposed remuneration to its shareholders through the AGM notice.

Tse Dorji (DIN:03469466) a retired civil servant and has been an former IAS officer. His reappointment is in line with all statutory requirements.

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Ms. Jyotika Kalra was appointed as Independent Director for three years with effect from 16 February 2017. She resigned on 6 April 2017 as she was appointed as the member of the National Human Rights Commission.


The company’s outstanding consolidated debt of Rs. 1,189 bn is 2. 4x the networth and 5. 1x the EBIDTA as on 31 March 2017. The company’s bank loans are rated CRISIL AAA/Stable/ CRISIL A1+, which denotes highest degree of safety regarding timely servicing of financial obligations. The company would need to create a charge on its assets to raise incremental debt: secured debt usually carries a lower interest cost than unsecured debt.

The proposed issuance will be carved out of the company’s borrowing limit.

With the coming into force of the Companies Act, 2013, some provisions of the existing Memorandum of Association (AoA) of the Company require alteration or deletion. Accordingly, the company has proposed modifications to its MoA. The proposed changes are available in the notice. As a good practice, we expect companies to upload their charter documents on their website.

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 modifications to its AoA. The proposed changes are available in the notice. As a good practice, we expect companies to upload their charter documents on their website.



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Nataraj Krishnappa is Director (Other units). He is liable to retire by rotation and his reappointment is in line with all statutory requirements.

Ms. Anandi Ramalingam is Director (Marketing). She was appointed as an Additional Director from 16 September 2016. She is liable to retire by rotation and her appointment is in line with all statutory requirements.

M V Gowtama is Chairperson and Managing Director. He was appointed as an Additional Director from 8 November 2016. He is not liable to retire by rotation and his appointment is in line with all statutory requirements.

R N Bagdalkar is Director (Human Resources). He was appointed as an Additional Director from 23 January 2017. He is liable to retire by rotation and his appointment is in line with all statutory requirements.


The Board has recommended issuing bonus shares in the ratio of 1:10 (one bonus share for every ten shares held) by capitalizing a sum upto Rs. 223. 4 mn.

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Dr. P Alli Rani is Director (Finance). She is liable to retire by rotation and her reappointment is in line with all statutory requirements.

S. K. Sharma is a Nominee of Government of India. He is Executive Director Traffic Commercial (Rates), Railway Board. He is liable to retire by rotation and his reappointment is in line with all statutory requirements. He has attended 71% of the board meetings held in FY17. We expect directors to take their responsibilities seriously and attend all meetings: We have a threshold of minimum 75% attendance of board meetings held over a three-year period, when voting for re-appointment.

The Comptroller & Auditor General of India (C&AG) appoints the statutory auditors. As per Section 142 of the Companies Act, 2013, shareholder approval is required to authorize the board to fix the remuneration of statutory auditors at appropriate level. Arun K Agarwal & Associates were paid Rs. 3. 9 mn in FY17, which is reasonable: we expect audit fees in FY18 to be in same range.

V. Kalyana Rama was appointed as CMD for five years from 1 October 2016 by the Ministry of Railways. The appointment is in the pay scale of Rs. 1. 2 mn to Rs. 1. 5 mn. He was paid Rs. 3. 3 mn in FY17. The granular details of proposed remuneration is not disclosed. Remuneration in public sector enterprises is usually not high. As a good practice, we expect PSE’s to disclose the granular details of proposed remuneration to its shareholders through the AGM notice.

George Jacob Muthoot is a part of the promoter family and Joint Managing Director. He retires by rotation and his reappointment is in line with all statutory requirements.

Alexander Muthoot George is an Executive Director of the company. He retires by rotation and his reappointment is in line with all statutory requirements.

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The Company proposes to appoint Varma & Varma as statutory auditors for five years subject to annual ratification. The appointment is in line with Section 139 of the Companies Act 2013, under which, an audit firm’s tenure may extend to a maximum of two consecutive terms of five years each (maximum 10 years).

Although the quantum of debt to be raised has not been disclosed, the NCDs will be within the overall borrowing limit of the company of Rs 500 bn. MFin’s Non-Convertible Debentures- Long term and Commercial paper & Non - convertible Debentures- Short Term are rated CRISIL AA/Stable/CRISIL A1+: these ratings denote a high degree of safety with respect to timely servicing of financial obligations. These instruments carry low credit risk.

Pamela Anna Mathew is Managing Director of O/E/N India Ltd. She has attended 4/7 or 57% of the board meetings in FY17 and 10/14 or 71% of the board meetings in the last three years. The attendance is only marginally below the 75% threshold. Management should provide video conferencing facilities for directors who cant make it physically to the meeting.

Jose Mathew is a Chartered Accountant by profession and is also an entrepreneur in the field of Tourism. He is former General Manager of Kerala State Industrial Enterprises and Managing Director of Kerala State Drugs and Pharmaceuticals Ltd. His appointment is in line with all statutory requirements.

Jacob Benjamin Koshy is retired Chief Justice of Patna High Court. He also served as the acting Chief Justice of High Court of Kerala. His appointment is in line with all statutory requirements.

Pratip Chaudhuri is the former Chairman of State Bank of India. His appointment is in line with all statutory requirements.


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KK Sharma (DIN: 03014947) is the Wholetime Director (Operations). His reappointment is in line with all statutory requirements.

The Comptroller & Auditor General of India (C&AG) has appointed TR Chadha & Co, PSD & Associates, Sagar & Associates, Kalani & Co, PA & Associates, SK Kapoor & Co and BM Chatrath & Co as statutory auditors for FY18. As per Section 142 of the Companies Act, 2013, shareholder approval is required to authorize the board to fix the remuneration of statutory auditors at appropriate level. The total audit fees of Rs. 17. 5 mn in FY17 (excluding tax and reimbursements) is commensurate with the size and complexity of the company: we expect audit fees in FY18 to be in same range.

Saptarshi Roy is associated with the company for over 35 years. He has held several leadership positions including being a regional Executive Director (North and Eastern Region) and Executive Director (Corporate Planning). He was appointed on the board on 1 November 2016 and was paid Rs. 1. 4 mn for his five months of service in FY17. His proposed remuneration is not disclosed: remuneration in public sector enterprises is usually not high. As a good practice, we expect PSE’s to disclose the proposed remuneration to its shareholders through the AGM notice.

Anand Kumar Gupta is associated with the company for 37 years. He has experience in engineering and design of power projects, plant operations, maintenance and marketing and business development. He was appointed on the board on 3 February 2017 and was paid Rs. 0. 6 mn for his two months of service in FY17. His proposed remuneration is not disclosed: remuneration in public sector enterprises is usually not high. As a good practice, we expect PSE’s to disclose the proposed remuneration to its shareholders through the AGM notice.


The proposed issuance will be carved out of the company’s borrowing limit of Rs. 1,500 bn approved by shareholders in September 2014.

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In order to reissue and consolidate its debt securities, the company is required to take an enabling provision as per the recent SEBI circular. NTPC has raised funds through issuance of debt securities including debentures to finance its ongoing capital expenditure. The proposal seeks approval to comply with SEBI’s requirement.

The total dividend for FY17 is Rs. 5. 0 per share (face value of Rs. 10. 0 each) and the pay-out ratio is 74. 7% (36. 1% in FY16). During FY17, PFC allotted 1. 3 bn bonus equity shares to the existing equity shareholders in the ratio of 1:1.

Arun Kumar Verma is a nominee of the Ministry of Power, Government of India. His reappointment is in line with all statutory requirements.

The statutory auditors are appointed and rotated by the Comptroller and Auditor General of India (C&AG) as per Section 139(5) of the Companies Act, 2013. M. K. Aggarwal & Co. (tenure of two years) and K. B. Chandna (tenure of four years) jointly audited the financial statements in FY17. The C&AG has appointed M. K. Aggarwal & Co. And Gandhi Minocha & Co. As its joint statutory auditors for FY18. The company seeks approval to empower its board of directors to fix their remuneration for auditing the financial statements for FY18.

Rajeev Sharma, joined the board on 1 October 2016 as Chairman and Managing Director and was paid Rs. 2. 7 mn for his ~6 months of service during FY17. Although compensation levels in Public Sector Enterprises are not an area of concern, as a good practice the company should have disclosed the proposed appointment terms including remuneration, to its shareholders through the AGM notice.

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Chinmoy Gangopadhyay joined the board on 1 January 2017 as Director (Projects) and was paid Rs. 1. 1 mn for his ~ 3 months of service during FY17. Although compensation levels in Public Sector Enterprises are not an area of concern, as a good practice the company should have disclosed the proposed appointment terms including remuneration, to its shareholders through the AGM notice.

Sitaram Pareek is a Chartered Accountant since 1975. He is the founder partner of Sarda & Pareek, Chartered Accountants, Mumbai. His reappointment is in line with all statutory requirements.

N. B. Gupta joined PFC in September 2005 and was ED Finance prior to appointment as Director Finance. He was appointed on the board in August 2017. Although compensation levels in Public Sector Enterprises are not an area of concern, as a good practice the company should have disclosed the proposed appointment terms including remuneration, to its shareholders through the AGM notice.

The issuance will be carved out of the company’s overall borrowing limits. The company has a credit rating of CRISIL AAA/Stable/CRISIL A1+, which denotes highest degree of safety regarding timely servicing of debt obligations.





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Asian Granito India Ltd. (AGL) proposes to confirm interim dividend of Rs 0. 5 per share paid and declare dividend of Rs 0. 80 per share of face value Rs 10 for FY17. This takes the total dividend to Rs 1. 3 per share. In FY16, the company did not pay any dividend. Total cash outflow on account of dividend and tax thereon for FY17 is Rs 47. 1 mn and pay-out ratio is 16. 8%.

Bhogilal B. Patel is promoter and executive director of the company. His reappointment is in line with all the statutory requirements.

AGL proposes to appoint Manubhai and Shah LLP as statutory auditors for five years, with a ratification annually. A L Thakkar & Co. Were the previous auditors for the last ten years. The appointment is in line with our voting policy on auditor rotation and with the provisions of Section 139 of the Companies Act 2013.

Hemendrakumar C. Shah is President (Finance) in Sadbhav Engineering Ltd. His appointment is in line with statutory requirements.

Dr. Satish Y. Deodhar teaches economics at the Indian Institute of Management Ahmedabad (IIMA). His appointment is in line with all the statutory requirements.

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The total outflow on account of dividend is Rs. 402. 2 mn. The dividend payout ratio is 47. 6% v/s 38. 1% in the previous year.

Aniruddh Kumar (DIN: 06861374) is the Wholetime Director (Rail and Metro Business). His reappointment is in line with all statutory requirements.

Sanjay Prasad (DIN: 01577730) is Joint Secretary (Land System), Department of Defence Production, Ministry of Defence and nominee of Government of India. His reappointment is in line with all statutory requirements.



Sudhindar ‘Sid’ Khanna is Chairperson and Managing Director of IEP Mumbai, a Private Equity Fund. He is liable to retire by rotation and his reappointment is in line with all statutory requirements. He has attended 83% of board meetings held in FY17: we expect directors to take their responsibilities seriously and attend all board meetings.

S. R. Batliboi & Co LLP have been statutory auditors for the past eight years. Under the Companies Act 2013, auditor appointment must be ratified annually. The ratification is in line with our Voting Policy on Auditor (Re)Appointment and follows the spirit of Section 139 of the Companies Act, 2013.

Shiv Nadar, 72, has been the Managing Director of the Company since 13 September 1999. The reappointment of Shiv Nadar as Managing Director under the designation of Chairperson and Chief Strategy Officer is in line with the statutory requirements. The proposed remuneration is capped at Rs. 50. 0 mn (including remuneration from subsidiaries) which is lower than his FY17 remuneration of Rs. 168 mn. The proposed remuneration is commensurate with the size and complexity of the business and in line with the peers.

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Deepak Kapoor is the former Chairperson and CEO of PwC India. His appointment is in line with all statutory requirements.







The total outflow on account of dividend is Rs. 4. 7 bn. The dividend payout ratio is 93. 9%.

Subrata Biswas (DIN: 07297184) is Wholetime Director (Engineering, Research & Development). His reappointment is in line with all statutory requirements.

T Chockalingam (DIN: 07428614) is the Wholetime Director (Finance). His reappointment is in line with all statutory requirements.

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The Comptroller & Auditor General of India (C&AG) have appointed DSP & Associates, Dhawan & Co, and Mahesh C Solankhi & Company as the statutory auditors for FY18 at a remuneration of Rs. 1. 18 mn, Rs. 1. 19 mn and Rs. 1. 27 mn respectively. The proposed total audit fee (excluding tax and reimbursements) is commensurate with the size and complexity of the company.


Bhaskar Jyoti Mahanta (DIN: 07487571) is Joint Secretary at Department of Heavy Industry, Ministry of Heavy Industries & Public Enterprises. His appointment is in line with all statutory requirements.

Ms. Surama Padhy is the Chairperson of Orissa State Cashew Dev. Corporation Ltd. She is appointed as an Independent Director for three years. Her appointment is in line with all statutory requirements.

The issuance will result in capitalization of Rs. 2. 44 bn from capital reserve of the company. Bonus issuance will increase the liquidity of the equity shares with higher floating stock and make the equity shares more affordable.

Gautam Thapar, 57, represents the promoter group on the board. His reappointment meets all statutory requirements.

Dr. Omkar Goswami, 61, has been on the board for the past 14 years. His reappointment meets all statutory requirements.

The ratification of Chaturvedi & Shah’s appointment is in line with our Voting Guidelines on Auditor (Re)appointment and with the requirements of Section 139 of the Companies Act 2013.


Jitender Balakrishnan, 68, is a graduate in Mechanical Engineering from NIT, Madras University. He has over 39 years of financial sector. He is a former Deputy Managing Director of IDBI Bank Ltd. His appointment as an independent director meets all statutory requirements.


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The dividend in FY17 has increased to Rs. 5. 5 from Rs. 4. 5 in FY16 (adjusted for split). The total dividend outflow (including dividend tax for FY17) is Rs. 3. 1 bn. The dividend payout ratio is 19. 8%, which is lower than the target payout ratio mentioned in the dividend distribution policy.

Kumar Mangalam Birla, 50, is the Chairperson of Aditya Birla Group. His reappointment meets all statutory requirements.

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

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


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RBI granted Payments Bank License to Aditya Birla Idea Payments Bank Limited (ABIPBL), a company jointly promoted by the erstwhile ABNL (51%) and Idea (49%). Consequent to the amalgamation of ABNL with Grasim, all ongoing compliances sustained on erstwhile ABNL in its capacity as the promoter of ABIPBL would be applicable to Grasim. One of the conditions of the license requires the Company to amend its AOA, and insert clauses which restricts the shareholding by the residents to fall below 51%, fresh issue or transfer of shares to the extent of 5% or above, only with the prior approval of RBI and provides resident shareholders the power to appoint majority of directors on the board. The changes in the AoA are necessary.


Arvind Thakur is CEO and Joint Managing Director. He is liable to retire by rotation and his reappointment is in line with all statutory requirements.

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

Ms. Holly Jane Morris was the CIO at Thrivent Financial, a financial services organization. Her reappointment is in line with all statutory requirements.


Devinder Singh Ahluwalia (DIN: 02164448) is Director - Finance in NMDC. He retires by rotation and his reappointment is in line with the statutory requirements.

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Narendra K Nanda (DIN: 02455894) is Director - Technical in NMDC. He retires by rotation and his reappointment is in line with the statutory requirements.

The auditors in the company are appointed by the Comptroller & Auditor General of India (CAG). The remuneration for these auditors will be fixed by the board. In FY17, the auditors were paid a remuneration of Rs. 9. 7 mn, which is reasonable.

PASSEDSaraswati Prasad (DIN: 07729788) is Additional Secretary and Financial Advisor (AS&FA), Ministry of Steel. He is a nominee of the Government of India. His appointment is in line with the statutory requirements.

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N Baijendra Kumar (DIN: 03289526) is being appointed as the Chairperson and MD. He is the former Chief Secretary to the Chief Minister of Chhattisgarh. His appointment is in line with the statutory requirements.


S Sreekanth Reddy, 46, is part of the promoter family and Executive Director, Sagar Cements Limited. He retires by rotation and his reappointment is in line with statutory requirements.

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Ms. S Rachana, 42, is part of the promoter family and Executive Director, Panchavati Polyfibres Limited. She retires by rotation and her reappointment is in line with statutory requirements.

The company proposes to ratify Deloitte Haskins & Sells as statutory auditors for one year – they were appointed as statutory auditors for five years in the 2015 AGM. Their ratification as statutory auditors is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013.


The total dividend for FY17 is Rs. 15/- per share. The total dividend outflow (including dividend tax for FY17) is Rs. 1. 0 bn, while the dividend payout ratio is 10. 1%.

D. L. Sharma (DIN: 00727581), 69, has over 42 years of experience in textile and sewing thread business. His reappointment is in line with the statutory requirements.

Deloitte Haskins & Sells LLP are replacing SC Vasudeva & Co. As the statutory auditors. Their appointment is in line with our voting policy and also complies with Section 139 of the Companies Act 2013.

The company proposes to follow the fair value method to value the options under this scheme. The ratification is necessary to comply with regulations. The company has granted 0. 6 mn options during FY17.

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

































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The company proposes to increase the authorized share capital to Rs. 2. 4 bn (975 mn equity shares of Rs. 2 each, 43 mn cumulative preference shares of Rs. 10 each and 2mn unclassified shares of Rs. 10 each) from Rs. 1. 05 bn (300 mn equity shares of Rs. 2 each, 43 mn cumulative preference shares of Rs. 10 each and 2 mn unclassified shares of Rs. 10 each). This is to accommodate issue of bonus shares discussed in resolution 2.

The bonus issue will increase the liquidity of the equity shares with higher floating stock and make the equity shares more affordable.

Following the merger with two operating subsidiaries, JM Financial Limited (JMFL) will no longer be a core investment company (CIC). Therefore, post- restructuring, the limit on borrowing under the Core Investment Companies (Reserve Bank) Directions, 2016 would not be applicable to JMFL. JMFL hence seeks shareholder approval to borrow the under Section 180(1)(c) of the Companies Act 2013 subject to a maximum borrowing of Rs. 50. 0 bn. JMFL’s debt is rated ICRA AA/Stable / ICRA A1+ and CRISIL A1+ which denote adequate degree of safety regarding timely servicing of debt obligations.

The company has paid an interim dividend of Rs. 2. 8 per equity share of face value of Rs. 5. 0 each during the year. The total dividend (including dividend tax) amounts to Rs. 6. 5 bn. For FY17 the dividend payout ratio is 97. 4%.

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V Balasubramanyam is Director (Production). He retires by rotation and his reappointment is in line with statutory requirements.

Subhash Chandra was appointed as an Additional Director from 20 October 2016. He is the Joint Secretary, Ministry of Mines, Government of India. His appointment is in line with statutory requirements.

Sanjib Kumar Roy was appointed as an Additional Director from 3 February 2017. He is the Former Executive Director (Production). His terms of appointment are not disclosed: notwithstanding, he is liable to retire by rotation. He was paid Rs. 0. 5 mn for his service in FY17. Remuneration in public sector enterprises is usually not high. As a good governance practice, we expect PSE’s to disclose the proposed appointment terms including tenure and proposed remuneration to its shareholders through the AGM notice.

Ms. Kiran Ghai Sinha was appointed as an Additional Director from 3 February 2017. She is a former Assistant Professor, Department of Hindi, Patna Women’s college, Patna University. Her appointment is in line with statutory requirements.

Dr. N K Singh was appointed as an Additional Director from 15 March 2017. He is currently the Joint Secretary of Ministry of Mines. His appointment is in line with all statutory requirements.


Nagendra Nath Sharma was appointed as an Additional Director from 6 September 2017. He is the Chairperson of Centre for Corporate Social Responsibility and Sustainability at Birla Institute of Management Technology. His appointment is in line with all statutory requirements.

Ms. Achla Sinha was appointed as an Additional Director from 8 September 2017. She is an Indian Railways Traffic Service Officer from the 1982 batch. Her appointment is in line with all statutory requirements.

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Mathew Cyriac (DIN: 01903606) represents Florintree Advisors Private Limited, a PMSfund. He is former co-head of the private equity business of Blackstone India. Theresolution has been proposed by a shareholder.

The company paid an interim dividend of Rs. 9. 50 per equity share during FY17. After the payment of interim dividend, the company issued one equity share as bonus for three equity shares held in the company resulting in an increase in share capital base to 801. 5 mn equity shares of Rs. 10 each. The company proposes a final dividend of Rs. 4. 75 per equity share on this expanded base. The total outflow on account of dividend is Rs. 11. 5 bn. The dividend payout ratio is 74% v/s 50. 3% in the previous year.

Biswajit Roy (DIN: 07109038) is the Wholetime Director (Human Resources & Business Development). His reappointment is in line with all statutory requirements.


Dr. P Chandrasekaran is post-graduate in Geology from Madras Presidency College in 1983 and holds Ph. D from IIT Roorkee. He was appointed as Wholetime Director (Exploration & Development) with effect from 1 April 2017. Generally, in Public Sector Enterprises, the term of an executive director is five years, or, until the age of superannuation (i. E. 60 years), or, as per the orders from the respective ministries, whichever lower. As good practice, public sector enterprises should mention the tenure and proposed remuneration in the shareholders notice.


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The proposed issuance will be carved out of the company’s borrowing limit. The company automatic borrowing limit is Rs. 295. 2 bn.





In a challenging environment for the cement industry in 2016, even as revenues remained flat, the company’s profit after tax increased by 20%. On account of the company’s superior performance, the board proposes to pay Ajay Kapur an additional remuneration of Rs. 5. 4 mn. If approved, his total remuneration for 2016 will amount to Rs. 86. 9 mn, which is in line with peers and commensurate with the size and complexity of the business.

While we do not favour mid-term revisions in remuneration, Ajay Kapur is a professional and his maximum estimated 2017 remuneration of Rs. 115. 6 mn (excluding stock options from LafargeHolcim) is in line with peers and commensurate with the size and complexity of the company.

The transfer of the non-core business is being done to create better focus on core operations. This is a cash transaction – but, the value of the transaction has not been disclosed, except that it will not be below book value. While we support the transaction because the transfer is to a wholly-owned subsidiary, we are concerned that payment of cash consideration may result in increase in debt at the subsidiary level. The company should provide better disclosures on valuations and on transaction financing.

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The total dividend for FY17 is Rs. 10. 0/- per share and the total dividend outflow (including dividend tax for FY17) is Rs. 3. 2 bn, while the dividend payout ratio is 30. 3%. SEBI has made it mandatory for the top 500 listed companies to formulate and disclose a ‘dividend distribution policy’. The policy requires companies to disclose the circumstances under which the shareholders may or may not expect a dividend and a policy outlining how the retained earnings will be utilized. Divi’s Laboratories is a constituent of S&P BSE 100 and should have a dividend policy, accessible to shareholders.

Kiran S. Divi, 40, is promoter director. His reappointment is in line with all the statutory requirements.

Price Waterhouse Chartered Accountants LLP are replacing P. V. R. K. Nageswara Rao & Co. As the statutory auditors. The proposed appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013.

Dr. Ramesh B. V. Nimmagadda is a medical oncologist. His appointment is in line with all the statutory requirements.

Nilima Motaparti, 35, is promoter director. Her appointment is in line with all statutory requirements. Her proposed fixed remuneration is estimated at Rs. 12. 6 mn. She is entitled to commission; however, no disclosures have been provided. We expect the company to cap the commission in absolute terms, to be paid to its directors.

Dr. S. Ganapaty is Principal & Dean, Gitam Institute of Pharmacy. His appointment is in line with all the statutory requirements.

The dividend of Re. 1. 0 for FY17 is same as paid in the previous year. The total dividend outflow (including dividend tax for FY17) is Rs. 384. 9 mn and the dividend payout ratio is 12. 5%. As a good practice, we encourage the companies to formulate a dividend policy that specifies a target payout ratio.

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Ms Jatia represents the promoter family and their interests. PASSED

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Prithvi Raj Jindal, 66, represents the promoter family on the board. His reappointment meets all statutory requirements.

Price Waterhouse Chartered Accountants LLP replaces NC Aggarwal & Co. , who were the statutory auditors for the past 25 years. Their appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013.

Hawa Singh Chaudhary, 63, has over 30 years of experience in project planning and implementation. He has served the company as an executive director for the past 29 years. He received a remuneration of Rs, 6. 1 mn in FY17. His proposed remuneration of upto Rs. 14. 4 mn is commensurate with the size and complexity of the business, and comparable to peers. JSL has not disclosed the proportion of his remuneration, that has been linked to performance.


The proposed NCD issue will be within the overall borrowing limit, which is currently Rs. 125 bn. JSL’s NCDs are currently rated CARE A+, which denote adequate degree of safety regarding timely servicing of financial obligations.

Assuming current market price (Rs. 109. 4) as the issuance price of securities, JSL will issue ~91. 4 mn equity shares, resulting in a dilution of 22. 2% on the extended capital base. The overall dilution on the issuance of securities, including securities in resolution no. 10 will be ~ 36. 1% on the extended capital base of JSL. While the proposed dilution is very high, JSL needs the funds for its ongoing capex and reduce its huge debt burden. Also, the holdings of all shareholders including the promoters will be diluted equally.

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Assuming current market price (Rs. 109. 4) as the issuance price of securities and USD-Re. Exchange rate at Rs. 65. 0, JSL will issue ~89. 1 mn equity shares, resulting in a dilution of 21. 8% on the extended capital base. The overall dilution on the issuance of securities, including securities in resolution no. Will be ~ 36. 1% on the extended capital base of JSL. While the proposed dilution is very high, JSL needs the funds for its ongoing capex and reduce its huge debt burden. Also, the holdings of all shareholders including the promoters will be diluted equally.

Since the two companies are wholly owned subsidiaries of JMFL, no shares will be issued by JM Financial Ltd. (JMFL) pursuant to amalgamation and the shares of JM Financial Institutional Securities Ltd. (JMFIS) and JM Financial Investment Managers Ltd. (JMFIM) held by JMFL shall stand cancelled. There would be no change in the shareholding pattern of JMFL. Post completion of the restructuring exercise, JMFL would cease to be a Core Investment Company (CIC) and would become a SEBI registered merchant banker. The merger will increase JM Financial’s underwriting capacity.


Ashok Haldia (DIN: 00818489) is the MD of the company. He retires by rotation and his reappointment is in line with the statutory requirements.

Deloitte Haskins & Sells LLP has been the auditors for the past eight years. The ratification of their appointment is in line with the statutory requirements.

Arun Kumar (DIN: 01853255) is the CFO of PTC India Ltd (parent company) and is being appointed as Its nominee. His appointment is in line with the statutory requirements.

Kulamani Biswal (DIN: 03318539) is Director-Finance of NTPC Ltd. And is NTPC’s nominee on the board of PTC India Ltd (parent company). He is now being appointed as PTC India Ltd’s nominee on the board. His appointment is in line with the statutory requirements.

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The issuance will be within the approved borrowing limit. PASSED


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Rajib Kumar Mishra (DIN: 06836268) is Director-Marketing at PTC India Ltd (parent company) and is being appointed as its nominee. His appointment is in line with the statutory requirements.

Pawan Singh (DIN: 00044987) is a Whole Time Director in the company. After his previous term ended on 31 July 2017, the board has reappointed him for another period of three months ending on 31 October 2017. His appointment is in line with the statutory requirements. He received a total salary of Rs. 7. 6 mn in FY17. His proposed remuneration has not been disclosed: although, we understand that remuneration in public sector enterprises is not an element of concern. Further, his reappointment is only for a period of three months. However, as a good governance practice, we expect listed companies (including PSUs) to disclose the proposed remuneration terms to shareholders through the AGM notice.

As on 31 March 2017, the company had outstanding borrowings of Rs. 81. 2 bn, as against an existing borrowing limit of Rs. 150 bn. In order to support its growing loan portfolio, the company believes it will need to increase its borrowing limit to Rs. 300 bn. The capital adequacy ratio as on 31 March 2017 is 24. 09% against a minimum 12% as required by regulatory norms. Debt levels in an NBFC are typically reined in by the regulatory requirement of maintaining a slated minimum capital adequacy ratio.



Ajit Kumar (DIN: 06518591) is Wholetime Director (Commercial & Operations). His reappointment is in line with all statutory requirements.

Rajib Kumar Mishra (DIN: 06836268) is Wholetime Director (Marketing & Business Development). His reappointment is in line with all statutory requirements.

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KG Somani & Co were reappointed as statutory auditors for five years at 2016 AGM. The ratification is in line with all statutory requirements.

Chinmoy Gangopadhyay (DIN:02271398) is Wholetime Director (Projects) of Power Finance Corporation Ltd and its nominee Director. His appointment is in line with all statutory requirements.

Mahesh Kumar Mittal (DIN:02889021) is Wholetime Director (Finance) of NHPC Ltd and its nominee director. His appointment is in line with all statutory requirements.

Krishna Singh Nagnyal (DIN:06857451) is Zonal Manager of LIC and its nominee director. His appointment is in line with all statutory requirements.

Arun Kumar Verma (DIN: 02190047) is Joint Secretary at Ministry of Power and its nominee director.

Rakesh Kacker (DIN: 03620666) is a retired IAS officer. His appointment is in line with all statutory requirements.

Jayant Purushottam Gokhale (DIN: 00190075) is a Chartered Accountant. His appointment is in line with all statutory requirements.

Mathew Cyriac (DIN: 01903606) represents Florintree Advisors Private Limited, a PMS fund. He is former co-head of the private equity business of Blackstone India. The resolution has been proposed by a shareholder.

The total dividend outflow including dividend tax for FY17 is Rs. 282. 1 mn. The dividend payout ratio for FY17 is 77. 7%.

N Srinivasan is the Vice Chairman of Cholamandalam Investment & Finance Company Limited. He is liable to retire by rotation and his reappointment is in line with all statutory requirements.

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S R Batliboi & Associates LLP have been the statutory auditors of Tube Investments of India Limited (Tube) for two years. Under the Companies Act 2013, auditor appointment must be ratified annually. The ratification is in line with our Voting Policy on Auditor (Re)Appointment and follows the spirit of Section 139 of the Companies Act, 2013. They will be paid remuneration of Rs. 0. 74 mn (plus applicable taxes and out-of-pocket expenses) for FY18.

A Vellayan is the Chairperson. He was appointed as an Additional Director from 1 August 2017. He is liable to retire by rotation and his appointment is in line with all statutory requirements.

M B N Rao is also the former Chairman and Managing Director of Canara Bank and Indian Bank. He was appointed as an Additional Director from 1 August 2017. He is liable to retire by rotation and his appointment is in line with all statutory requirements.

Ms. Shubhalakshmi Panse has served as Chairperson and Managing Director of Allahabad Bank. She was appointed as an Additional Director from 1 August 2017. She is liable to retire by rotation and her appointment is in line with all statutory requirements.

N Ganesh, 44, has 21 years of post-qualification work experience in financial services sector. He is a member of the Institute of Chartered Accountants of India, graduate member of the Institute of Cost and Works Accountants of India and a Licentiate Member of the Institute of Company Secretaries of India. His appointment as Manager and KMP is in line with the statutory requirements. The proposed remuneration of Rs. 5. 5 mn is commensurate with the size and complexity of the business and the nature of his responsibilities.


















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As part of FRL’s strategy of focusing only on its core retail formats, the specialty home retail business (Home Town) is being proposed to be hived-off and transferred to PHRL. In return, shareholders of FRL will receive PHRL shares, such that the new shareholding of PHRL is a mirror image of that of FRL. In another transaction, the e-commerce home retail division of BSPL (Fabfurnish) will also be demerged and transferred to PHRL. This will help consolidate the offline and online home retail businesses under a single entity and lead to increased management focus. For shareholders of FRL, their economic interest in the Home Town business remain unchanged. While they will be exposed to the loss-making operations of BSPL, the reduction in administrative costs, diversification of sales channels, and greater visibility of the home retail division will help unlock value for the business in the long term.

The consortium of working capital bankers is expected to enhance and renew its working capital facilities to from Rs. 28. 6 bn to Rs. 32. 9 bn in FY17 and Rs. 34. 5 bn in FY18. JISL needs to create additional charge for the enhanced/renewed working capital limits as and when they are in place. Further, it proposes to raise a further amount of Rs. 5. 0 bn by way of NCDS/ Rupee short term loans/ rupee long term loans/ corporate loans/ ECBs/SBLC for refinance of Rupee or Foreign Currency Loan. Therefore, as an enabling resolution it proposes to offer adequate security to prospective lenders, as per the terms agreed with them. Secured loans typically have easier repayment terms, less restrictive covenants and marginally lower interest rates.

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Dharam Pal Jindal (DIN-00405579) is the Chairperson. His reappointment is in line with all statutory requirements.

LB Jha & Co will replace Kanodia Sanyal & Associates as statutory auditors. Their appointment is in line with all statutory requirements.

Shiv Kumar Singhal (DIN-00940261) is the Wholetime Director. His reappointment is in line with all statutory requirements.

Shiv Kumar Singhal, 56, is a professional. His proposed remuneration is estimated at Rs. 4. 2 mn, which is in line with peers and commensurate with the performance of the company.

MSL appears to have provided credit support to almost all the debt in Star Drilling – which is significantly higher than MSL’s share of its equity (25%). Further, it is unclear who the other joint venture partners. Star Drilling’s criticality to the MSL is also unclear.

MSL appears to have provided credit support to almost all the debt in Dev Drilling – which is significantly higher than MSL’s share of its equity (25%). Further, it is unclear who the other joint venture partners. Dev Drilling’s criticality to the MSL is also unclear.

MSL appears to be using its balance sheet strength to support promoter-controlled companies – a practice that we do not encourage. In the absence of clarity on the criticality of Jindal Pipes to MSL, and the nature of the loans and ICDs extended, we are unable to support the resolution.



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Ashwani Windlass is the Former Vice Chairperson of Max Ventures and a non-executive director on the board. He retires by rotation and his reappointment is in line with all statutory requirements.

Sanjay Nayar (DIN: 00002615), 55, is the CEO of KKR, India and its nominee on the board of the company. His appointment meets all statutory requirements.

Deloitte Haskins & Sells were appointed as statutory auditors in the AGM of 2015 for a period of five years. The ratification of Deloitte Haskins & Sells’ appointment as statutory auditors is in line with our Voting Policy on Auditor Appointment and with the requirements of Section 139 of the Companies Act 2013.

Mohit Talwar’s remuneration (including performance bonus and ESOPs) aggregated Rs. 77. 4 mn in FY17. His proposed remuneration can go upto a maximum of Rs 150. 0 mn (including value of ESOPs). While his proposed remuneration is high compared to peers, we believe the board will remain judicious in deciding his annual remuneration as in the past.


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The total dividend outflow including dividend tax for FY17 is Rs. 0. 1 bn. The dividend payout ratio at 7. 7% is low.

Nitin R. Patel is Chief Financial Officer. He is liable to retire by rotation and his reappointment is in line with statutory requirements. He attended 86% of the board meetings held in FY17.

Vipul H. Patel is Executive Director. He is liable to retire by rotation and his reappointment is in line with statutory requirements. He attended 75% of the board meetings held in FY17.

Operational matter with no significant bearing on minority interests.

Sadbhav Engineering Limited (Sadbhav) proposes to enter into related party transactions with two step-down subsidiary companies, Sadbhav Vidarbha Highway Private Limited and Sadbhav Udaipur Highway Private Limited, aggregating upto Rs. 17. 06 bn. The nature of transactions is EPC Contract and other related services. The transactions proposed to be entered are in the ordinary course of business and at arm length basis.

Arun S. Patel is a practicing Chartered Accountant having more than 22 years of experience in the field of audit, taxation, accounts and finance. His reappointment is in line with all statutory requirements.

The consol loss is only on account of the subsidiary. Company on standalone basis is profitable. Remuneration should be rigorously debated at the board level and the Remuneration sub-committee of the board.



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The company seeks shareholder approval to keep the registers and other documents at the location of Registrar and Transfer Agent. The documents will be maintained in Mumbai (where more than 1/10th of the members reside) at the office of Link Intime India Pvt. Ltd. At C 101, 247 Park, L. B. S. Marg, Vikhroli (West), Mumbai 400 083.

It is proposed to alter and substitute Clause 84(ii) of AOA of the company, enabling the company to consolidate and re-issue debt instruments.


Nitin R. Patel, 48, is the Executive Director and CFO. His reappointment meets all statutory requirements.

The ratification of their appointment is in line with our Voting Guidelines on Auditor (Re)appointment and with the requirements of Section 139 of the Companies Act 2013.


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Vasistha C Patel, 44, belongs to the promoter group and has been on the board for the past nine years. He was last re-appointed as the managing director in the FY14 AGM for three years for a remuneration of Rs. 3. 0 mn. We estimate his remuneration in SIPL at Rs. 10. 6 mn from SIPL, while his remuneration in Sadhbhav Engineering has been proposed for an amount upto Rs. 18. 0 mn in its upcoming AGM. His proposed remuneration is comparable to peers, and commensurate with the size and complexity of the business. As a good practice, the company must consider putting an absolute cap on commission and his overall remuneration.

The NCDs will be issued within the overall borrowing limit. As a measure of transparency, the company must disclose the quantum of NCDs it proposes to raise.

Operational matter of the company necessary to manage finances.


Based on RBI norms on debt restructuring, banks are required to have prior approval from shareholders of the borrowing company to convert outstanding debt into equity, if the borrowing company fails to fulfill its restructuring obligations. The company is currently not defaulting on its loans and this is just an enabling resolution which will allow the company to enter into secured loan agreements with lenders up to the extent of its borrowing limit. Any subsequent debt restructuring plan, which enables lenders to exercise this option, will require further consent from shareholders.

For administrative convenience, the company proposes that the Register of Members and other registers be kept at the office premises of the company’s Registrar and Share Transfer Agent, M/s. Link Intime India Pvt. Ltd. At 247 Park, C 101 1st Floor, LBS Marg, Vikhroli (W), Mumbai – 400 083 or 5th Floor, 506 to 508, Amarnath Business Centre-1 (ABC-1), Beside Gala Business Centre, Nr. St. Xavier’s College Corner, Off C G Road, Navarangpura, Ahmedabad-380009 or such other place in India, as permissible under the relevant provisions of the Companies Act, 2013.

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As per a SEBI circular, for consolidation and re-issuance of debt securities, the AOA of the company should have the enabling provision for it to do so. SIPL proposes to alter and substitute Clause 151 of AOA towards terms of issue of Debentures for this. The changes in the AOA are advisable.

The total dividend for FY17 is Re. 1. 0/- per share and the total dividend outflow (including dividend tax for FY17) is Rs. 10. 1 bn.

Sailesh T. Desai, 62, is an entrepreneur with over 30 years of experience. His reappointment is in line with all statutory requirements.

Israel Makov ,78, is Chairperson. His reappointment is in line with all statutory requirements.

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


Kalyanasundaram Subramanian, 63, has been with the company since 2010. His appointment is in line with all statutory requirements.

Mr Subramanian is ex MD of Glaxo India and brings valuable experience and expertise from which the company will benefit.

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Dilip S. Shangvi, 61, is promoter director. He is also Chairperson and Managing Director of Sun Pharma Advanced Research Company Limited (group entity) and does not draw any remuneration from the entity. His reappointment is in line with all statutory requirements. The company proposes to revise his maximum remuneration to Rs. 81. 0 mn. Due to inadequacy of profits he was paid Rs. 31. 8 mn in FY17 as against his entitled remuneration of Rs. 39. 3 mn. The past remuneration and proposed maximum remuneration to Dilip Shanghvi is commensurate with the company size and performance. Also, the proposed maximum remuneration is in line with that of industry peers. Notwithstanding, as a good governance practice, companies must cap the absolute amount of short term incentives payable to board members.

The transactions with AML aggregated Rs. 26 bn in FY17 and the company now seeks approval for similar transactions for five years. The transactions in FY18 will be capped at Rs. 50 bn, and will increase in value in the subsequent years. All transactions to be carried out will be on an arm’s length basis and will be primarily of sales, purchases of goods or materials, availing or rendering of services, leasing of property. While the company has not ascribed a monetary value or cap to the transactions apart from those in FY18, it has provided a period of five years for the proposed transactions.







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Uttam Tibrewal is head of operations and marketing of AU Small Finance Bank. Uttam Tibrewal has attended 7/10 or 70% of the board meetings in FY17 and 21/24 or 88% board meetings in the last three years. We expect directors to take their responsibilities seriously and attend all meetings. His reappointment as director liable to retire by rotation is in line with statutory requirements.

S. R Batliboi and Co. LLP have been the auditors of AU Small Finance Bank for four years from FY13 till FY16. SR Batliboi & Associates LLP audited accounts of the bank in FY17. The bank now proposes to reappoint SR Batliboi & Associates LLP as auditors for four years with annual ratification. While the provisions of the Banking Regulation Act allow Indian private sector banks to have the same statutory auditor for a maximum period of four years, the bank has clarified that they have taken approval from the RBI to continue S. R. Batliboi & Associates LLP appointment as auditors, as it transitions from an NBFC to a bank.

Article 13 (b) allows any shareholder holding 10% or more of the paid-up capital to nominate a director on the board of the bank. SEBI vide its letter dated 22 March 2017, requires the bank to seek shareholder ratification via special resolution to this article. Further, the bank must ensure that there are no special rights available with the shareholders of the bank apart from above.

Internal matter of the company to retain and motivate talent pool.

Internal matter of the company to retain and motivate talent pool.

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Dr. Kamal K. Sharma, 70, is Executive Vice-Chairperson. His reappointment is in line with all statutory requirements. He was paid Rs. 184. 6 mn (including stock options value) in FY17, which was in line with peers and commensurate with the size and performance of the company. Dr. Kamal K. Sharma is a professional and his proposed remuneration is estimated at Rs. 213. 7 mn. A large portion of his remuneration is variable, which aligns pay with performance. Nevertheless, as the company grows in size, it must consider setting a cap (in absolute amounts) to the overall remuneration payable.

ONGC paid a first interim dividend of Rs. 4. 50 per share of Rs. 5 each pre-bonus. A second interim dividend of Rs. 2. 25 per share was paid post-bonus. The company now proposes a final dividend of Rs. 0. 80 per share. The total outflow on account of dividend is Rs. 93. 4 bn (inclusive of dividend tax). The dividend payout ratio is 69. 5% v/s 36. 7% in the previous year.

DD Misra (DIN: 06926783) is Wholetime Director (Human Resources). His reappointment is in line with all statutory requirements.

Shashi Shanker (DIN-06447938) is Wholetime Director (Technology & Field Services). His reappointment is in line with all statutory requirements.

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The Comptroller & Auditor General of India (C&AG) has appointed Lodha & Co, PKF Sridhar & Santhanam, Khandelwal Jain & Co, Dass Gupta & Associates, KC Mehta & Co and MKPS & Associates statutory auditors. As per Section 142 of the Companies Act, 2013, shareholder approval is required to authorize the board to fix the remuneration of statutory auditors at appropriate level. The total audit fee of Rs. 30. 5 mn in FY17 (excluding tax and reimbursements) is commensurate with the size and complexity of the company: we expect audit fees in FY18 to be in same range.

Deepak Sethi (DIN-07729009) is a Chartered Accountant. His appointment is in line with all statutory requirements.

Vivek Mallya (DIN: 05311763) is a Chartered Accountant. His appointment is in line with all statutory requirements.

Sumit Bose (DIN: 03340616) is Vice Chairman of National Institute of Public Finance and Policy. His appointment is in line with all statutory requirements.

Dr. Santrupt B Misra (DIN: 00013625) is CEO of Carbon Black business and Director (Group Human Resources) of Aditya Birla group. His appointment is in line with all statutory requirements.

Rajiv Bansal (DIN: 00245460) is an IAS officer. His appointment is in line with all statutory requirements.

The company has appointed Shome & Banerjee, Rohit & Associates, Dhananjay V Joshi & Associates, M Krishnaswamy & Associates, Musib & Co and Chandra Wadhwa & Co as cost auditors for FY18. The total remuneration proposed to be paid to the cost auditors is reasonable compared to the size and scale of operations.

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The company is planning execution of projects including development of Cluster 2 of the NELP Block KG-DWN-98/2, CBM Development and other development/ redevelopment projects in Western Offshore. It also plans acquisition of 51. 11% equity shares in Hindustan Petroleum Corporation Limited from Government of India. The proposed issuance will be carved out of the company’s borrowing limit. There has been a steady increase in ONGC’s investments in subsidiaries, associates, joint-ventures and other entities. The investments have increased from Rs. 352 bn in 2015 to Rs. 368 bn and further to Rs. 505bn in 2017. With the investment in HPCL, this will further increase. Shareholders should engage with the company, to understand the strategic nature of these and whether the company can either merge some of these with itself, or divest them with the intention to streamline the company’s capital structure and operations.


The final dividend includes a special dividend of Re. 0. 5 on account of completion of 25 years of the company. The total dividend outflow including dividend tax for FY17 is Rs. 171. 1 mn. The dividend payout ratio is ~28%.

Ravindra Joshi, 52, is Executive Director and CFO, Precision Camshafts Limited. He retires by rotation and his reappointment is in line with statutory requirements.

The company proposes to appoint P G Bhagwat as statutory auditors replacing S R B C & Co LLP. Their appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013.

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Vaibhav Mahajani, 41, is an IT professional and founder of Network Integrators India Private Limited. He has completed two years on the board of Precision Camshafts Limited and his reappointment as Independent Director for five years is in line with statutory requirements.

Ningbo Shenglong PCL Camshafts Company Limited is a Joint Venture company based in China with Precision Camshafts Limited (PCL) holding 22. 5% of its equity. It is engaged in machining of camshafts. The transactions are in the nature of sale of goods and tooling and amounted to Rs. 655 mn in FY17. The approval sought is for transactions upto Rs. 750 mn for FY18, Rs. 825 mn for FY19 and Rs. 907. 5 mn for FY20. The transactions are at arm’s length and in ordinary course of business.


Yatin Shah, 55, is part of the promoter family and the CMD, Precision Camshafts Limited. His term as CMD expired on 31 March 2017 and the company proposes to reappoint him for another five years from 1 April 2017. His FY17 remuneration was Rs. 49. 0 mn. The proposed remuneration, including variable pay and perquisites is capped at Rs. 38. 3 mn which is in line with peers and commensurate with the size and complexity of business. We expect companies to provide granular details about components of remuneration, including extent of variable pay.

Dr. Suhasini Shah, 51, is the Whole-time Director, Precision Camshafts Limited and heads the legal department. She is a qualified doctor and has completed her LLB. The company proposes to revise her remuneration from 1 April 2017 till the end of her current term on 31 March 2019. Her FY17 remuneration was Rs. 4. 1 mn. The proposed remuneration, including variable pay and perquisites is capped at Rs. 4. 0 mn which is in line with peers and commensurate with the size and complexity of business. We expect companies to provide granular details about components of remuneration, including extent of variable pay.

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Ravindra Joshi, 52, is the Whole-time Director and CFO, Precision Camshafts Limited and has close to 30 years of experience in finance, accounting, mergers and strategy. The company proposes to revise his remuneration from 1 April 2017 till the end of his current term on 31 March 2019. His FY17 remuneration was Rs. 35. 4 mn including commission of Rs. 25 mn. The proposed remuneration, including variable pay and perquisites is capped at Rs. 31. 5 mn which is in line with peers and commensurate with the size and complexity of business. We expect companies to provide granular details about components of remuneration, including extent of variable pay.

In January 2014, the company had received shareholder approval for payment of commission to Non-Executive Directors. As the Companies Act, 2013 has become effective, the company is seeking shareholder approval for the period 1 April 2017 to 31 March 2020. The aggregate commission paid to Non-Executive Directors in each of the years FY16 and FY17 was Rs. 2. 5 mn and is comparable to peers. We recommend that companies cap the absolute amount of commission payable.

The company seeks shareholder’s approval to charge fee in advance for delivery of a document requested by them through a particular mode. However, given the nature of the charge, this might become a deterrent for shareholders to seek information.

The total dividend payout (including dividend distribution tax) for the OCRPS for FY17 aggregates to Rs. 10. 6 mn.


Shekhar Agarwal (DIN: 00066113) is the promoter Vice-Chairperson of RSWM. He retires by rotation and his reappointment is in line with the statutory requirements.

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Prakash Maheshwari (DIN: 02388988) is an Executive Director of the company. He retires by rotation and his reappointment is in line with the statutory requirements.

Lodha & Co are replacing S. Bhargava Associates as the statutory auditors. Their appointment is in line with the statutory requirements. As a best practice, the company must provide a brief profile of the audit firm, its partners and their relevant experience at the time of appointment/ratification.

S. S. Kothari Mehta & Co. Were appointed as joint statutory auditors in FY14 AGM for a period of five years. The ratification of their appointment is in line with the statutory requirements.

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 amend its existing AoA. The proposed changes to the AoA are available on the website. The articles allow for the same individual to be the Chairperson and the ManagingDirector (although currently, the Chairperson is non-executive). While we support the resolution, this provision may prevent adequate checks and balances in board processes.

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In FY17, the company has availed additional financing of Rs. 1. 1 bn from Central Bank of India, HDFC Bank, and Yes Bank for technology upgradation and capital expenditure. Accordingly, it proposes to secure these loans with the company’s assets. Secured loans generally have easier repayment terms, less restrictive covenants, and lower interest rates.

The company has a borrowing limit of Rs. 20 bn. It is separately seeking shareholder approval to secure any such loans within the borrowing limit with the company’s assets. Secured loans generally have easier repayment terms, less restrictive covenants, and lower interest rates.


Prakash Maheshwari, 60, was appointed on the board in April 2015. His remuneration was fixed at an estimated level of Rs. 15. 3 mn for FY16. It was subsequently revised in the 2016 AGM, where his commission was being increased from 0. 4% of profits to 0. 5% of profits pro. In the proposed structure, his pay is being increased to an estimated Rs. 15. 8 mn, but the commission component is being removed. We do not encourage such frequent revisions in the pay structure. Notwithstanding, the proposed pay is in line with peers and is commensurate with the size and scale of operations.

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Mohib N Khericha, 65, represents the promoter group and has been on the board of TDPSL for the past 17 years. His reappointment meets all statutory requirements.

Varma & Varma Chartered Accountants’ appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013.


Nikhil Kumar, 50, represents the promoter group on the board. He was last reappointed as the Managing Director for five years, in the FY15 AGM and his remuneration was capped at 11% of net profits. TDPSL made inadequate profits in FY17 and he was paid Rs. 2. 5 mn in FY17. The company proposes to pay him upto Rs. 24. 2 mn, as specified in Schedule V of the Companies Act, 2013 in financial years in which the company makes inadequate during a period of three years (including FY17). His remuneration would revert to 11% of net profits, if TDPSL makes adequate profits. His proposed remuneration is comparable to peers, and commensurate with the size and complexity of the business. As a good practise the company should consider putting an absolute cap on his overall remuneration.

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KG Prabhakar, 61, is a Chartered Accountant by qualification and has a professional experience of over 35 years. He has been associated with TDPSL since 2001 and is currently also the CFO of the company. His remuneration of Rs. 5. 6 mn (subject to bonus and increments at the discretion of the Board) is comparable to peers, and commensurate with the size and complexity of the business.

Sanjay Nayak, 53, is CEO & MD, Tejas Networks Limited. He retires by rotation and his reappointment is in line with statutory requirements.

They will replace Deloitte Haskins & Sells as statutory auditors. Their appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013.

Shirish Saraf, 49, is Founder and Vice-Chairperson, Samena Capital, an alternative investment fund invested in Tejas Networks Limited. His appointment is in line with statutory requirements. He has attended only 33% of meetings held during his tenure in FY17. We expect directors to take their responsibilities seriously and attend all board meetings.

The scheme size was 7. 1 mn stock options with an exercise price of Rs. 65, of which 0. 2 mn stock options are available to be granted as on 26 August 2017. The cumulative cost of the three existing schemes in FY17, based on fair value estimates was Rs. 115. 6 mn. This amounts to 18% of the FY17 consolidated net profit of the company, relatively high. Notwithstanding, the company has stated that it will not grant any more options under the three outstanding schemes.

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Under the scheme, the company will grant 3. 0 mn restricted stock units at the face value of Rs. 10, with a vesting period of upto four years. At the current market price of Rs. 339 per share, assuming all RSUs are granted in the first year, the annual cost of the scheme is estimated to be Rs. 246. 7 mn, which is 39% of the consolidated FY17 net profit, relatively high. We do not favour stock options granted at a steep discount to market price.

The company seeks to extend RSU 2017 to employees to subsidiary companies.

The company paid Rs. 1. 5 mn as aggregate commission to Non-Executive Directors in FY17, which is comparable to peers. As a good governance practice, we expect companies to fix the absolute amount of commission payable to non-executive directors.

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Sanjay Nayak was reappointed as MD & CEO for three years with effect from 1 January 2017. The company proposes to revise his remuneration with effect from 1 April 2017 till 31 December 2019. He was paid Rs. 15. 1 mn as remuneration in FY17. The company proposes to pay him a remuneration of Rs. 18. 0 mn in FY17, including a performance bonus of Rs. 8. 1 mn on achievement of annual targets, excluding RSUs. Based on past trends, he may receive upto 15% of the options under the proposed RSU scheme, taking his total remuneration to Rs. 166. 0 mn for FY18, which is higher than peers and not commensurate with the size and complexity of the business. We expect companies to disclose the likely quantum of stock options that will be issued to directors. Further, we do not encourage mid-term revisions in remuneration.

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The company proposes to reappoint Walker Chandiok & Co LLP as statutory for a second term. Walker Chandiok & Co LLP have been the auditors since FY15. Walker Chandiok & Co LLP’s appointment as statutory auditors is in line with our Voting Guidelines on Auditor (Re)Appointments and with the requirements of Section 139 of the Companies Act 2013.



The register and index of members and returns of the company are maintained at the registered office of the company in Mumbai. Through this resolution, the company seeks to keep the register and index of members and annual returns at the office of the RTA of the company, Link Intime India Private Limited, C-101, 247 Park, L B S Marg, Vikhroli West, Mumbai 400 083. The company believes that this will be administratively convenient for all stakeholders.

For FY17, the erstwhile Dishman Pharmaceuticals and Chemicals Ltd (DPCL) an interim dividend of Rs 1. 2 per share, up 20% from Rs. 1. 0 per share in FY16 (after adjusting for the bonus issue). The dividend payout ratio at 80% is high.

Arpit J. Vyas, 31, is the MD and CFO of the company. He has been on the board of DPCL and Dishman Carbogen Amcis LTd. (DCAL) together for the last 8 years. He has attended 4/5 or 80% of the board meetings in FY17 and 15/18 or 83% of the board meetings in the last three years. We expect directors to take their responsibilities seriously and attend all meetings. He retires by rotation and his reappointment is in line with all statutory requirements.

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The total dividend (including dividend tax) is Rs. 0. 5 bn. The dividend payout ratio is 22. 6% v/s 21. 2% in the previous year.

Dr. T Natarajan (DIN: 00396367) is IAS officer and former Joint Managing Director of Gujarat Narmada Valley Fertilizers & Chemicals Limited. His reappointment is in line with all statutory requirements.

The total audit fees of Rs. 3. 2 mn in FY17 (excluding tax and reimbursements) is commensurate with the size and complexity of the company: we expect audit fees in FY18 to be in same range.

Jal Patel (DIN: 00065021) is a Chartered Accountant. His reappointment is in line with all statutory requirements.

KD Chatterjee (DIN: 00421999) is the former Executive Director (Finance) of Gujarat Narmada Valley Fertilizers Company Limited. His reappointment is in line with all statutory requirements.

Manjula Devi Shroff (DIN: 00297159) is a social entrepreneur and founder of the Delhi Public School (Ahmedabad). Her reappointment is in line with all statutory requirements.

Prof. Piyush Kumar Sinha (DIN: 00484132) is Professor of marketing and retailing at IIM (Ahmedabad). His appointment is in line with all statutory requirements.

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Prof. Vishal Gupta (DIN: 06405808) is associate Professor of Organizational Behavior at IIM (Ahmedabad). His appointment is in line with all statutory requirements.

Milind Torawane (DIN: 03632394) is IAS officer. His appointment is in line with all statutory requirements.

The company needs an increase in borrowing limits in case the performance bank guarantees given to the Petroleum & Natural Gas Regulatory Board (as required under the prescribed norms) materializes. The current borrowing of Rs. 23. 6 bn on 31 March 2017 are significantly lower than the available headroom. However, should all performance guarantees materialize, the aggregate debt would exceed the current borrowing limit of Rs. 70bn. The proposed increase in borrowing limits is an operational requirement.



M. M. Srivastava (DIN: 02190050) is the former Managing Director of Gujarat Agro Industries Corporation. He retires by rotation and his reappointment is in line with the statutory requirements.

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V. V. Patel & Co are the current statutory auditors of the company. As per the provisions of the Companies Act, 2013, while the auditors of a government company are to be appointed/reappointed by the Comptroller and Auditor General (CAG) of India, the remuneration of the auditor has to be fixed by the company in the general meeting. The company is accordingly seeking approval from its shareholders to authorize the board to fix the remuneration of the auditors in FY18. We observe that the auditor was paid total audit fees of Rs. 0. 3 mn in FY17 excluding tax and reimbursements) which is reasonable considering the size of the company.

Anil Mukim (DIN: 02842064) is the Additional Chief Secretary, Finance Department, Government of Gujarat. His appointment is in line with the statutory requirements.

Bimal N Patel (DIN: 03006605) is the Director of the Gujarat National Law University. His appointment is in line with the statutory requirements.


The aggregate dividend per share is Rs. 8. 5. The total dividend outflow including dividend tax for FY17 is Rs. 1. 4 bn. The dividend payout ratio for FY17 is 25. 1%.

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The Comptroller & Auditor General of India (C&AG) appoints the statutory auditors. As per Section 142 of the Companies Act, 2013, shareholder approval is required to authorize the board to fix the remuneration of statutory auditors at appropriate level. Walker Chandiok & Co LLP were paid Rs. 5. 7 mn in FY17, which is reasonable: we expect audit fees in FY18 to be in same range.

Ramesh Srinivasan is the Chairperson of Indraprastha Gas Limited (IGL). He is Director (Marketing) in BPCL and was nominated by BPCL as a Director of IGL. He was appointed as an Additional Director from 14 January 2017. He is liable to retire by rotation and his appointment is in line with all statutory requirements.

Manoj Jain is Executive Director (Marketing-Gas) in GAIL (India) Limited (GAIL) and was nominated by GAIL as a Director of IGL. He was appointed as an Additional Director from 18 January 2017. He is liable to retire by rotation and his appointment is in line with all statutory requirements.

Ms. Varsha Joshi is Secretary Power and Secretary Transport with the Government of NCT Delhi and was nominated by Government of NCT of Delhi as a Director of IGL. He was appointed as an Additional Director from 1 June 2017. He is liable to retire by rotation and his appointment is in line with all statutory requirements.


IGL purchased APM gas worth Rs. 7. 97 bn for NCT of Delhi in FY17 from GAIL (under a contract), at a price determined by Government of India. The purchases under this contract exceeded 10% of the annual turnover of the Company as per the FY17 audited financial statements. The transactions were in the ordinary course of business.

IGL purchased PMT gas worth Rs. 4. 99 bn for NCT of Delhi in FY17 from GAIL (under a contract), at a price determined by Government of India. The purchases under this contract exceeded 10% of the annual turnover of the Company as per the FY17 audited financial statements. The transactions were in the ordinary course of business.

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IGL seeks shareholders’ approval to sub-divide equity share of Rs. 10 each into 5 equity shares of Rs. 2 each. The board has proposed the sub-division of 140 mn equity shares of Rs. 10 each into 700 mn equity shares of Rs. 2 each. The proposed subdivision is expected to improve the liquidity of the company’s shares in the stock market.

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

The board has proposed to make appropriate alterations in the Articles of Association of the company to reflect the sub-division of equity share capital.


Ms. Kusum J Gupta (DIN: 03138909) is a promoter non-executive director. She retires by rotation and his reappointment is in line with the statutory requirements.

A more reputed and well known auditor will be an positive to the company's image and perception with investors and external environment.


Jagdishkumar Gupta is the promoter Executive Chairperson. His proposed remuneration of Rs. 30 mn (earlier Rs. 12 mn) is in line with peers and commensurate with the size and scale of operations.

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Kamal Gupta is one of the promoter MDs. His proposed remuneration of Rs. 15 mn (earlier Rs. 9 mn) is in line with peers and commensurate with the size and scale of operations.

Nalin J Gupta is one of the promoter MDs. His proposed remuneration of Rs. 15 mn (earlier Rs. 9 mn) is in line with peers and commensurate with the size and scale of operations.


Walker, Chandiok & Co. LLP have been the company’s statutory auditors for eight years. Their reappointment is in line with our Voting Guidelines on Auditor (Re)appointments and complies with the requirements of Section 139 of the Companies Act 2013.

V. C. Nannapaneni (DIN: 00183315) is Chairperson and Managing Director; the company seeks shareholders’ approval to reappoint him as CMD for a period of two years. He was paid Rs. 66. 8 mn (including commission of Rs. 49 mn) in FY16. His proposed remuneration estimated at Rs. 68. 5 mn is comparable to industry peers and commensurate with the size and performance of the company. As a good practice, companies must cap the absolute amount of commission payable to board members.

Rajeev Nannapaneni, 40, belongs to the promoter family. His reappointment is in line with all statutory requirements. He was paid Rs. 15. 6 mn in FY17 and his proposed remuneration is estimated at Rs. 20. 5 mn. Rajeev Nannapaneni’s proposed remuneration is in line with peers and commensurate with the size and performance of the company.

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Dr. A. K. S. Bhujanga Rao resigned on 6 August 2017: therefore, the company needs to ratify his reappointment and remuneration for the period. His remuneration for the four-month period is Rs. 6. 1 mn, which includes a Rs. 0. 8mn special incentive. The remuneration is commensurate with the size and scale of his responsibilities. In FY17, his remuneration aggregated Rs. 12. 5mn.

P. S. R. K. Prasad, 59, has been on the company’s board since 2014. His reappointment is in line with all statutory requirements. He was paid Rs. 12. 5 mn in FY17, which is 44x the median employee remuneration. The company proposes to pay him Rs. 18. 2 mn per annum, which is in line with peers and commensurate with the size and performance of the company.

Dr. D. Linga Rao, 64, has been on the company’s board since 2015. His reappointment is in line with all statutory requirements. He was paid Rs. 12. 5 mn in FY17, which is 44x the median employee remuneration. The company proposes to pay him Rs. 18. 2 mn per annum, which is in line with peers and commensurate with the size and performance of the company.


On account of the company’s superior performance in FY17, it proposes to pay the directors a one-time incentive of Rs. 0. 68 mn. Consequently, each of the directors will be paid FY17 remuneration aggregates Rs. 13. 2 mn, which is commensurate with the company’s FY17 improvement in profits.

Under the NATSOP-2017 scheme, the company proposes to grant upto 600,000 options with an exercise price of Rs. 2 (face value). The scheme will lead to a dilution of 0. 3% and, assuming all the options are granted in the first year, the cost of the proposed plan, will be around Rs. 73. 5 mn (1. 5% of consolidated PAT) annually. Considering the previous ESOP scheme (ESOS 2016), the aggregate cost due to ESOPs will amount to ~Rs. 196. 5 mn per annum (4. 0% of FY17’s consolidated profits), which is within acceptable levels. We do not encourage issuing stock options at a significant discount to market price as such options do not provide sufficient incentive for employees: these are considered deferred compensation.

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The dividend for FY17 is Rs. 2. 0, while it paid a dividend of Rs. 3. 0 in the previous year. The total dividend outflow (including dividend tax for FY17) is Rs. 82. 4 mn and the dividend payout ratio is 21. 2%. As a good governance practice, we encourage the companies to formulate a dividend policy that specifies a target payout ratio.

Anil Aggarwal, 59, represents the promoter family, and has been on the board of the company for the past 23 years. His appointment meets all statutory requirements.

Walker Chandiok & Co. LLP have replaced SR Dinodia & Co. LLP, who were the statutory auditors for atleast the past 12 years. Their appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013.


ML Aggarwal, 87 is the promoter of STL and has over 63 years of engineering experience. He received a remuneration of Rs. 17. 4 in FY17. His proposed remuneration is likely to be in the range of Rs. 19. 4 mn to 25. 7 mn, which is commensurate with the size and complexity of the business, and comparable to peers.

Anil Aggarwal, 59, represents the promoter family, and has been on the board of the company for the past 23 years. He received a remuneration of Rs. 18. 0 in FY17. He is currently in charge of Manufacturing and strategic sourcing functions. His proposed remuneration is likely to be in the range of Rs. 19. 3 mn to 25. 5 mn, which is commensurate with the size and complexity of the business, and comparable to peers.

Atul Aggarwal, 53, represents the promoter family, and has been on the board of the company for the past 23 years. He is currently responsible for the Marketing and Finance functions. He received a remuneration of Rs. 17. 0 in FY17. His proposed remuneration is likely to be in the range of Rs. 18. 7 mn to 24. 6 mn, which is commensurate with the size and complexity of the business, and comparable to peers.






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PASSEDMs. Meenakshi Gupta, 38, is part of the promoter family and represents their interests on the board.

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The company proposes to ratify VAPS & Co as statutory auditors for one year – they were appointed in the FY15 AGM for a period of five years, subject to ratification by shareholders each year. Their ratification as statutory auditors is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013.

The total dividend outflow including dividend tax for FY17 is Rs. 340. 7 mn. The dividend payout ratio is ~87%.

Romi Sehgal (DIN: 03320454), 58, is Director – Technical, APL Apollo Tubes Limited. He retires by rotation and his reappointment is in line with statutory requirements.

The company proposes to ratify Deloitte Haskins & Sells LLP as statutory auditors for one year – they have been statutory auditors since FY16. Their ratification is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013.

Sharad Mahendra (DIN: 02100401), 51, is Director – Sales and Marketing, APL Apollo Tubes Limited. He is liable to retire by rotation and his appointment is in line with statutory requirements.

Virendra Singh Jain (DIN: 00253196), 70, is Former Chairperson, Steel Authority of India Limited. His appointment is in line with statutory requirements.


Sanjay Gupta, 46, is part of the promoter family and Chairperson of APL Apollo Tubes Limited. The proposed terms are unchanged from the previous terms approved by shareholders in the FY16 AGM. His FY18 remuneration of Rs. 30. 0 mn is in line with peers and commensurate with the size and complexity of the business.

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Ashok Kumar Gupta, 61, is part of the promoter family and Managing Director of APL Apollo Tubes Limited. His FY18 remuneration of upto Rs. 12. 0 mn is in line with peers and commensurate with the size and complexity of the business.


Deloitte Haskins & Sells LLP have been auditing the company’s financial statements since August 2016. The ratification is in line with our Voting Guidelines on Auditor (Re)Appointments and with the requirements of Section 139 of the Companies Act 2013.

Amit Indubhushan Bakshi, 42, is promoter director and was reappointed as Chairperson and Managing Director in 2016, for a period of five years. His term expires on 31 March 2021. The company proposes to revise his remuneration with effect from 1 April 2017. He will be paid Rs. 20 mn in FY18 and his remuneration for subsequent years will be decided by the board. His remuneration in the past has been in line with peers and commensurate with the size and performance of the company. We expect the company to remain judicious in its remuneration payouts to directors and align the increase in remuneration with the median employee remuneration increase.

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Himanshu Jayantbhai Shah, 41, is promoter director and was reappointed in 2016, for a period of five years. His term expires on 31 March 2021. He will be paid ~Rs. 10 mn in FY18 and his remuneration for subsequent years will be decided by the board. His remuneration in the past has been in line with peers and commensurate with the size and performance of the company. We expect the company to remain judicious in its remuneration payouts to directors and align the increase in remuneration with the median employee remuneration increase.

Inderjeet Singh Negi, 45, is promoter director and was reappointed for a period of five years. His term expires on 31 March 2021. He will be paid ~Rs. 10 mn in FY18 and his remuneration for subsequent years will be decided by the board. His remuneration in the past has been in line with peers and commensurate with the size and performance of the company. We expect the company to remain judicious in its remuneration payouts to directors and align the increase in remuneration with the median employee remuneration increase.


Saurabh Jayantbhai Shah, 39, is brother of promoter director, Himanshu Jayantbhai Shah. He has been with the company since 2011 and has experience in Information Technology. The company proposes to appoint him to a place of profit as Assistant Manager, Information Technology and pay him a remuneration of Rs. 3. 2 mn, and an annual increment capped at 20%. While the company has not disclosed the term of appointment, his proposed remuneration is reasonable.

The ESOP 2017 was approved prior to the company’s Initial Public Offering (IPO) and, as per regulatory requirements, needs to be ratified. The company has granted 0. 4 mn options at an exercise price of Rs. 451- a discount to the issue price of Rs. 152. Based on the issue price of Rs. 603 per share and exercise price as above, the cost of ESOP 2017 is Rs. 59. 5 mn. Assuming a grant period of five years, the company will expense Rs. 11. 9 mn per annum (0. 5% of PAT), which is within an acceptable level.

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Naveen Kumar Jain (DIN: 00086841) is a promoter executive director. He retires by rotation and his reappointment is in line with the statutory requirements.

Anil Kumar Rao (DIN: 01224525) is an executive director. He retires by rotation and his reappointment is in line with the statutory requirements.

S. S. Kothari Mehta & Co have been auditors for the past six years. The legitimacy of the proposed tenure of one year is open to interpretation – while generally the required term is for five years, based on a different interpretation, reappointment for shorter term may be permitted to limit the total tenure of the audit firm to 10 years. Given that the overall tenure does not exceed 10 years, the reappointment is in line with our voting policy.

The remuneration to be paid to the cost auditor is reasonable compared to the size and scale ofthe company’s operations.

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Naveen Kumar Jain is responsible for administration, HR, legal and logistics related functions of the company. In the past, his remuneration has been aligned with the company’s performance. His estimated pay of Rs. 16. 2 mn is in line with peers and commensurate with the size and scale of operations.

Anil Kumar Rao is a professional director. He has over 30 years of experience in infrastructure projects in an array of sectors. As per the proposal his fixed pay is being increased from Rs. 5. 7 mn to Rs. 6. 5 mn. Shareholders must engage with the company to understand the reasons for the immediate revision (he was last reappointed w. E. F October 2016), given that profitability has declined during the year. However, his overall estimated pay of Rs. 25. 7 mn for FY18 is in line with peers and commensurate with the size and scale of operations.

Anil Kumar Rao’s remuneration structure does not have a special incentive component. However, he is paid a special incentive each year, approval for which is sought separately from shareholders. In FY15 and FY16, he was paid a special incentive of Rs. 6 mn and Rs. 8 mn respectively. His special incentive of Rs. 12. 4 mn for FY17 takes his overall remuneration for the year to Rs. 18. 1 mn – which is in line with peers and commensurate with the size and scale of operations.

The limit enhancement relates largely to an increase in non-fund based limits as the company needs to provide bank guarantees to bid for projects, and for project execution. PNC Infratech has been judicious in raising debt in the past (current debt-equity of 0. 1x) and we expect the leverage profile to remain stable going forward. The enhancement in limit will enable the company to bid for new projects and execute its order book (Rs. 53. 8 bn).

Secured loans generally have easier repayment terms, less restrictive covenants, and lowerinterest rates.




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TRUE