[XLS] · Web viewIt 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

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Canara Robeco Mutual FundDetails of Votes cast during the quarter ended 30 September 2017

Meeting Date Company Name Proposal's Description Reason supporting the vote decision

04 July 2017 Postal Ballot Management For For

05 July 2017 CAPITAL FIRST LTD. AGM Management For For

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LARSEN & TOUBRO LTD.

Issue one equity share as bonus for two equity shares of Rs.2 each

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.

Adoption of financial statements for the year ended 31 March 2017

Matter is of routine nature. As accounts are audited by the external statutory auditors and no qualifications are raised by them.

Declare final dividend of Rs. 2.6 per equity share (face value Rs. 10.0)

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

Reappoint Vishal Mahadevia (DIN: 01035771) as a Non-Executive Non- Independent Director

Vishal Mahadevia is the Managing Director and Co-Head India for Warburg Pincus, India (promoter). He has attended 57% of board meetings this year and 75% of board meetings over the last three years (15 meetings attended out of 20).

Appoint B S R & Co. LLP as statutory auditors for a period of five years and fix their remuneration

B S R & Co. LLP’s appointment is in line with the requirements of Section 139 of the Companies Act 2013.

Reappoint NC Singhal (DIN: 00004916) as an Independent Director for five years

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

Reappoint M S Sundara Rajan (DIN: 00169775) as an Independent Director for five years

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

Reappoint Hemang Raja (DIN: 00040769) as an Independent Director for five years

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

Approve FY17 bonus aggregating Rs.15 mn for Apul Nayyar, Executive Director and revise his remuneration for FY18

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

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05 July 2017 CAPITAL FIRST LTD. AGM

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Approve FY17 bonus aggregating Rs.15 mn for Nihal Desai, Executive Director and revise his remuneration for FY18

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

Approve CFL Employee Stock Option Scheme - 2017 (CFL ESOS 2017) for employees

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

Approve CFL Employee Stock Option Scheme - 2017 (CFL ESOS 2017) for employees of subsidiaries

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

Increase borrowing limit from Rs. 250 bn to Rs. 300 bn

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

Issuance of redeemable non-convertible debentures (NCDs) on a private placement basis

The issuance of Non-Convertible Debentures on private placement basis will be within the overall borrowing limit. Capital First has not disclosed the quantum of funds it proposes to raise through NCDs.

Issuance of equity share or securities through QIP/ FCCBs/ FCEBs/ ECB/ ADR/ GDR aggregating upto Rs. 5.0 bn

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

To approve change in place of keeping, maintaining, preserving and inspection of registers, returns and other documents

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

NAVIN FLUORINE INTL. LTD.

To sell/ transfer entire business being conducted at the Dahej facility of Navin Fluorine International Limited (NFIL) to Convergence Chemicals Private Limited (CCPL)

CCPL was incorporated as a JV (49:51) between NFIL and Piramal Enterprises Limited (PEL) for the manufacture and sale of specialty fluorochemical. To avoid approval related delays, NFIL had an agreement with PEL that it will first set up the manufacturing plant at Dahej, Gujarat, and transfer it to CCPL once it commences commercial production. The proposal is a follow-up on this arrangement and the plant, which has commenced production in FY17, is being transferred to CCPL at net book value (Rs. 1. 7 bn). Of the aggregate Rs. 1. 7 bn invested by NFIL in setting up the manufacturing facilities, Rs. 1. 36 bn has already been funded by CCPL through capital advances. The transfer will not have any material impact on NFIL’s financial profile, but will enable CCPL (in which NFIL holds 49% equity) to scale up production.

BHARAT PETROLEUM CORPN. LTD.

Issue one equity share as bonus for two equity shares of Rs.10 each

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.

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06 July 2017 CITY UNION BANK LTD. Postal Ballot Management For For

08 July 2017 U P L LTD. AGM Management For Abstain It is a routine matter of business.

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11 July 2017 AGM Management For Abstain It is a routine matter of business.

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Issue one equity share as bonus for ten equity shares of Re.1 each

Presently the bank’s equity share capital comprises 0. 6 bn equity shares of Re. 1 each aggregating to Rs. 0. 6 bn. After issuance of one equity share as bonus to ten equity shares held in the bank, the paid-up share capital will increase to 0. 66 bn equity shares of Re. 1 each aggregating to Rs. 0. 66 bn. Bonus issuance will increase the liquidity of the equity shares with higher floating stock and make the equity shares more affordable.

a. Adoption of standalone financial statements for the year ended 31 March 2017; b. Adoption of consolidated financial statements for the year ended 31 March 2017

To declare final dividend of Rs.7.0 per equity share (face value Rs.2.0)

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%.

Reappoint Jaidev Shroff as Non-Executive Non-Independent Director

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.

Reappoint Ms. Sandra Shroff as Non-Executive Non-Independent Director

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

Appoint B S R & Co LLP as statutory auditors for a period of five years and fix their remuneration

B S R & Co LLP’s appointment is in line with the requirements of Section 139 of the Companies Act 2013.

Approve remuneration of Rs.0.7 mn for RA & Co as cost auditors for the financial year ending 31 March 2018

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

Approve private placement of non-convertible debentures (NCDs) aggregating Rs.30.0 bn

The proposed NCDs will be issued within the overall borrowing limit of Rs. 100 bn.

Approve UPL Limited - Employees Stock Option Plan 2017 (ESOP 2017) under which 2.5 mn stock options will be issued

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%.

Approve grant of stock options to the employees of subsidiaries of the company under UPL Limited - Employees Stock Option Plan 2017 (ESOP 2017)

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

C C L PRODUCTS (INDIA) LTD.

Adoption of standalone and consolidated financial statements for the year ended 31 March 2017

Declare final dividend of Rs.2.50 per equity share

Total dividend is flat at Rs. 400. 3 mn. The dividend payout ratio for FY17 is 40. 6% v/s 48. 8% in the previous year.

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11 July 2017 AGM

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12 July 2017 ESSEL PROPACK LTD. AGM Management For Abstain It is a routine matter of business.

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C C L PRODUCTS (INDIA) LTD.

B. Mohan Krishna (DIN: 03053172) is the Director (Operations). He was appointed as the Non-Executive Director in July 2013 and as a Wholetime Director with effect from 1 June 2017. His reappointment is in line with all statutory requirements.

Reappoint Ms. Shantha Prasad Challa as Director

Ms. Shantha Prasad Challa (DIN: 00962582) is a philanthropist. Her reappointment is in line with all statutory requirements.

Appoint Ramanatham & Rao as statutory auditors for five years and fix their remuneration

The appointment is in line with all statutory requirements. As a best practice, the company must consider providing information on the auditors’ experience and reasons for their appointment.

Appoint B. Mohan Krishna as Wholetime Director (Operations) for two years effective 1 June 2017 and fix his remuneration

B Mohan Krishna’s maximum proposed remuneration is Rs. 30. 5 mn. Although higher than his peers a very large proportion of his remuneration will comprise of commission – linking his remuneration with company performance.

Approve remuneration of Rs.150,000 payable to Kapardi & Associates, 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.

To increase shareholding limit for registered Foreign Institutional Investors (FII) and Foreign Portfolio Investors (FPI) to an aggregate limit of 40% from 24% of paid-up share capital

The present shareholding of these FIIs/FPIs/QFIs is currently 22. 2% and has shown an increasing trend. The company proposes to increase the limit of FII/FDI holding to 40% of paid up share capital. This is an enabling resolution. Any issuances of equity shares will further require approval of shareholders.



Essel Propack Limited (EPL) has proposed a final dividend of Rs. 2. 4 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. 453. 8 mn. The dividend payout ratio is 71. 0%.

Reappoint Atul Goel as Non-Executive Non-Independent Director

Atul Goel is the Managing Director of E-City Ventures, the corporate brand that represents the retail, realty and cinema exhibition initiatives of the Essel Group. He is liable to retire by rotation and his reappointment is in line with all statutory requirements.

Appoint Ford Rhodes Parks & Co LLP as statutory auditors for a period of five years and fix their remuneration

Ford Rhodes Parks & Co LLP’s appointment is in line with the requirements of Section 139 of the Companies Act 2013.

Approve remuneration of Rs.0.1 mn for R. Nanabhoy and Co as cost auditors for the financial year ending 31 March 2018


Redesignate Ashok Goel as Chairperson and Managing Director for the remainder of the tenure

Dr. Subhash Chandra resigned as Chairperson and Director of the company from 5 August 2016. The company has proposed to redesignate Ashok Goel as Chairperson and Managing Director. There will be no change in Ashok Goel’s other terms of reappointment including remuneration and tenure. Prior to this, he was Vice Chairperson and Managing Director.

ZEE ENTERTAINMENT ENTERPRISES LTD.


As accounts are audited by Independent Statutory auditor and they have not qualified the said accounts.

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.

To declare final dividend of Rs.2.5 per equity share (face value Re.1.0)

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%.

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12 July 2017 AGM

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18 July 2017 AGM Management For For Ordinary resolution. Audited for internal and statutory auditors.

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ZEE ENTERTAINMENT ENTERPRISES LTD.

Reappoint Subodh Kumar as Non-Executive Non-Independent Director

Subodh Kumar is the Vice Chairperson. He is liable to retire by rotation and his reappointment is in line with all statutory requirements.

Appoint Deloitte Haskins & Sells LLP as statutory auditors for a period of five years and fix their remuneration

Deloitte Haskins & Sells LLP’s appointment is in line with the requirements of Section 139 of the Companies Act 2013.

Ratify remuneration aggregating Rs.0.3 mn paid to Vaibhav P Joshi & Associates as cost auditor for FY17

The remuneration of Rs. 0. 3 mn paid to the cost auditor in FY17 is reasonable compared to the size and scale of operations.

Reappoint Manish Chokhani as an Independent Director for a period of three years from 1 April 2018

Manish Chokhani is the Former Chairperson of TPG Growth India. His reappointment is in line with all statutory requirements.

Keep the register of members and other documents at the office of the Registrar and Transfer Agent

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.

HERO MOTOCORP LTD.


As accounts are audited by Independent statutory auditor and they have not raised any qualifications with this regards.

To confirm interim dividend of Rs, 55.0/- and declare final dividend of Rs. 30.0/- per equity share (face value Rs. 2.0) for FY17

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%.

Reappoint Vikram Kasbekar (DIN: 00985182) as an Executive Director

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.

Appoint BSR & Co. LLP as statutory auditors for a period of five years and fix their remuneration

BSR & Co. LLP’s appointment is in line with the requirements of Section 139 of the Companies Act 2013.

Approve remuneration of Rs. 0.75 mn for Ramanath Iyer & Co. as cost auditors for FY18


ULTRATECH CEMENT LTD.



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%.

Reappoint DD Rathi as Non-Executive Non-Independent Director

DD Rathi, 70, is the Former CFO of Grasim Industries Limited. His retires by rotation and his reappointment is in line with statutory requirements.

Ratify the appointment of BSR & Co LLP as joint statutory auditors for one year and fix their remuneration

BSR & Co. LLP’s ratification is in line with the requirements of Section 139 of the Companies Act 2013.

Ratify the appointment of Khimji Kunverji & Co as joint statutory auditors for one year and fix their remuneration

Khimji Kunverji & Co’s ratification is in line with the requirements of Section 139 of the Companies Act 2013.

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18 July 2017 AGM

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19 July 2017 BAJAJ FINANCE LTD. AGM Management For For

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19 July 2017 BAJAJ FINSERV LTD. AGM Management For For

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ULTRATECH CEMENT LTD.

Approve aggregate remuneration of Rs. 1.9 mn payable to DC Dave & Co and ND Birla & Co as cost auditors for FY18

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

Approve private placement of secured non-convertible debentures of up to Rs.90 bn

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.



To declare final dividend of Rs. 3.6 per share (face value of Rs. 2 each)

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).

To reappoint Madhur Bajaj (DIN 00014593) as director

Madhur Bajaj is a part of the promoter family. His reappointment meets all statutory requirements.

To appoint S R B C & Co LLP, as statutory auditors for five years at a remuneration of Rs. 3.3 mn for the year 2017-18

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

To issue non-convertible debentures under private placement basis

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+.

To approve payment of commission to non-executive directors upto 1% of the net profits

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.



Declare dividend of Rs.1.75 per equity share of face value Rs.5 each

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.

Appoint SRBC & Co as statutory auditors for five years and fix their remuneration

SRBC & Co are replacing Dalal & Shah as the statutory auditors. The appointment is in line with the statutory requirements.

Approve remuneration of Rs.55,000 payable to Dhananjay V Joshi & Associates, Cost auditors for FY18


Reappoint Sanjiv Bajaj as Managing Director for five years with effect from 1 April 2017 and revise his remuneration

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.

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19 July 2017 BAJAJ FINSERV LTD. AGM

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Pay upto 1% of net profit as commission to Non-Executive directors for five years from FY18

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.

BAYER CROPSCIENCE LTD.

Buyback of equity shares upto Rs.5 bn at a price of Rs. 4900 per share through a tender offer

At the buyback price of Rs. 4900 per share, the company will buyback 1 mn equity shares resulting in a 2. 89% reduction in the equity share capital. The promoters will participate in the buyback. The buyback will enable the company to distribute its surplus cash to its shareholders, and may improve return ratios.

KOTAK MAHINDRA BANK LTD.



To declare dividend of Rs. 0.6 per share on equity shares of face value Rs. 5

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.

To reappoint Mark Newman (DIN:03518417) as a non-executive director

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.

To ratify the appointment of SR Batliboi & Co. LLP as statutory auditors

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.

To reappoint Prof. S. Mahendra Dev (DIN: 06519869) as Independent Director for three years till 14 March 2021

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.

To appoint Uday Chander Khanna (DIN:00079129), as Independent Director for three years till 15 September 2021

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.

To reappoint Uday S. Kotak (DIN: 00007467) as Executive Vice Chairman and Managing Director from 1 January 2018 to 31 December 2020 and to fix his remuneration

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.

To reappoint Dipak Gupta (DIN: 00004771) as Joint Managing Director from 1 January 2018 to 31 December 2020 and to fix his remuneration

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.

To approve increase in borrowing limits to Rs 600 bn from Rs 500 bn

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. 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.

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20 July 2017 AGM

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KOTAK MAHINDRA BANK LTD.

To approve private placement of debentures upto a limit of Rs 50 bn

PERSISTENT SYSTEMS LTD.

a. Adoption of standalone financial statements for the year ended 31 March 2017. b. Adoption of consolidated financial statements for the year ended 31 March 2017

As the accounts are audited by the statutory auditors and no qualifications are issued in their report.

To confirm interim dividend of Rs.6.0 per equity share and to declare final dividend of Rs.3.0 per share of face value Rs.10.0

The aggregate dividend is Rs. 9. 0 per share. The total dividend outflow including dividend tax for FY17 is Rs. 0. 9 bn. The dividend payout ratio for FY17 is 29. 9%.

Reappoint Anand Deshpande (DIN: 00005721) as Chairman and Managing Director for five years from 24 July 2017 and fix his remuneration

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.

Ratify Deloitte Haskins & Sells LLP’s appointment as statutory auditors and fix remuneration

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 and follows the spirit of Section 139 of the Companies Act, 2013.

Redesignate Thomas Kendra (DIN: 07406678) from Independent Director to Non-Executive Non-Independent Director from 1 April 2017

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.

Amendment in Objects Clause of the Memorandum of Association (MoA)

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).

Approve Persistent Systems Limited – Employee Stock Option Plan 2017 (ESOP 2017) under which upto 3.4 mn stock options will be issued

The options will vest between one year and four years from the date of grant. The company will follow fair value method to value the options. Assuming all the options are granted at exercise price of Rs. 562. 6 (Discount of 15% to the market price), the cost per year will aggregate to Rs. 296. 5 mn (assuming a vesting period of four years). This represents 9. 9% of the consolidated FY17 PAT, which is high. We do not favor ESOPs at a discount to market price.

Approve grant of stock options to the employees of subsidiaries of the company under ESOP 2017

The company requires shareholder approval in a separate resolution to extend the ESOP 2017 benefits to the employees of subsidiaries. Our decision on this resolution emanates from our concern over the cost of stock option scheme (See resolution #7).

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20 July 2017 AGM




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PERSISTENT SYSTEMS LTD.

Authorize acquisition of shares from secondary market through Trust route for the implementation of ESOP Plan 2017

The company proposes to acquire equity shares from the secondary market through PSPL ESOP Management Trust (Trust) for the implementation of ESOP 2017. Upto 3 mn shares (3. 75% of the paid-up equity share capital) will be acquired from the secondary market along with existing Trust shareholding. The Trust route does not result in minority shareholders’ stake dilution. Our decision on this resolution emanates from our concern over the cost of stock option scheme (See resolution #7).

To grant loan (upto 5% of the aggregate of paid-up share capital and free reserves) to the Trust to purchase equity shares of the company

The loan will be used by the Trust to acquire shares from the secondary market to issue shares upon exercise of stock options under ESOP 2017. Our decision on this resolution emanates from our concern over the cost of stock option scheme (See resolution #7).

KARUR VYSYA BANK LTD.



To declare annual dividend of Rs. 2.6 per equity share (face value Rs. 2.0 each)

For FY17, KVB proposes to pay final dividend of Rs. 2. 6 per share (down from Rs 2. 8 per share paid in FY16). Dividend payout ratio is at 26. 1% (36. 2% in FY16).

Reappoint G Rajasekaran (DIN :00035582), as director liable to retire by rotation

G Rajasekaran, 66, belongs to the promoter family. He has held two terms as Director from 14 February 1990 to 13 February 1998 and 14 June 2000 to 09 June 2008. He was reappointed on the Board with effect from 20 June 2010. He retires by rotation and his reappointment is in line with all statutory requirements.

Reappoint A K Praburaj (DIN :07004825), as director liable to retire by rotation

A K Praburaj, 46, belongs to the promoter family. He was a Director of the Bank from 04 December 1997 to 07 March 2004. He was reappointed on the Board on 09 December 2014. He retires by rotation and his appointment is in line with all statutory requirements.

To ratify appointment of Abarna & Ananthan as statutory auditors for one year

Abarna & Ananthan were appointed as the statutory auditors of KVB in the AGM of FY16 for two years. They have been auditing the Bank’s accounts for the last three years. The ratification is in line with the Banking Regulation Act 1949 on auditor appointments for Banks and Section 139 of Companies Act 2013. As a good practice, KVB must disclosed the background and experience of the audit firm it has appointed and the rationale for their selection.

Authorize the board to appoint branch auditors in consultation with the statutory auditors

The bank seeks shareholder approval to authorize the Board to appoint branch auditors to audit its branches/offices and to fix their remuneration. The appointment will be in consultation with the statutory auditors of the bank.

To extend the tenure of Venkataraman (DIN: 02443410) as MD & CEO for a period of three months from 01 June 2017 to 31 August 2017 under the existing remuneration terms

The tenure of K Venkataraman, MD & CEO of the Bank ended on 31 May 2017 as per the terms of his re-appointment in the AGM of 2014. To ensure continuity till a successor is appointed and compliance with RBI and statutory guidelines, the Board has extended his tenure for three months effective 01 June 2017 to 31 August 2017, subject to the approval of shareholders and the Reserve Bank of India. The terms of his remuneration for this period remain unchanged. We support the resolution since the extension of his term will support a smooth transition to a new leadership.

To reappoint N S Srinath (DIN: 01493217) as Independent Director for a period of three years till 28 June 2020

N S Srinath was ED of Bank of Baroda till he retired in May 2012. He was appointed on the Board of KVB in June 2012. His reappointment as Independent Director is in line with all with all statutory requirements.

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21 July 2017 AGM

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KARUR VYSYA BANK LTD.

To reappoint V G Mohan Prasad (DIN: 00002802) as Independent director for a period of five years till 14 June 2022

His reappointment as Independent Director is in line with all with all statutory requirements.

To approve a rights issue in the ratio of 1:6 and to issue shares to employees along with the rights issue at Rs.76 per share

The rights issue and the share issuance to employees is priced at almost half the current market price. The bank proposes to reward shareholders and employees by issuing these shares at a discount. The aggregate dilution on account of the proposed equity issuance is estimated at 18. 6% of the expanded capital base. The bank should have considered presenting the resolutions separately. Further, given the discount to market price, there is an opportunity loss on the capital raise: the bank’s capital adequacy levels were 12. 5% on 31 March 2017.

KAJARIA CERAMICS LTD.

Reverse merger of 40.5% holding company, Kajaria Securities Private Ltd

Kajaria Securities Private Limited (KSPL) is listed as a promoter and owns 40. 5% equity. The structure proposes to merger KSPL in a manner where its holding of 64. 36 mn shares in Kajaria Ceramics will be cancelled and fresh shares will be issued to KSPL’s shareholders – who are the ultimate promoters of Kajaria Ceramics. This transaction will simplify the holding structure – as the promoters will directly hold equity in Kajaria Ceramics (rather than through the KSPL). There is no change in overall promoter holding nor will the transaction result in any dilution for minority shareholders.

RELIANCE INDUSTRIES LTD.

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

As the accounts are audited by statutory auditors and no qualifications have been raised by them.

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

As the accounts are audited by statutory auditors and no qualifications have been raised by them.


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%.

Reappoint Ms. Nita Ambani as Non-Executive Non-Independent Director

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.

Appoint SRBC & Co LLP and DTS & Associates as statutory auditors for five years and fix their remuneration

Their appointment is in line 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.

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21 July 2017 AGM

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Reappoint Pawan Kumar Kapil as Whole-time Director for five years and fix his remuneration

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.

Reappoint Nikhil Meswani as Whole-time Director for five years and fix his remuneration

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.

Reappoint Yogendra Trivedi as Independent Director for five years

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

Reappoint Prof. Ashok Misra as Independent Director for five years

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

Reappoint Mansingh Bhakta as Independent Director for five years

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

Reappoint Dr. Dipak Jain as Independent Director for five years

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

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21 July 2017 AGM


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22 July 2017 I I F L HOLDINGS LTD. AGM Management For For

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24 July 2017 P V R LTD. AGM Management For For As accounts are audited by Independent statutory auditors.

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Reappoint Dr. Raghunath Mashelkar as Independent Director for five years

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

Appoint Dr. Shumeet Banerji as Independent Director for five years

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.

Alter Articles of Association to conform with Reserve Bank of India regulations

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.

Ratify payment of aggregate remuneration of Rs. 6.1 mn to cost auditors for FY18


Approve private placement of non-convertible debentures of up to Rs.250 bn


Since the accounts are audited by the statutory auditors and no qualifications have been raised in the audit report.

Reappointment of Nirmal Jain as Director as director liable to retire by rotation

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

Appointment of Deloitte Haskins & Sells as statutory auditors for five years and to fix their remuneration

The appointment of Deloitte Haskins & Sells is in line with the provisions of Section 139 of the Companies Act 2013.

Approve private placement of securities by way of redeemable non-convertible debentures (NCDs) upto Rs. 20 bn

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

a. Adoption of standalone financial statements for the year ended 31 March 2017. b. Adoption of consolidated financial statements for the year ended 31 March 2017

To declare dividend of Rs.2 per equity share of Rs.10.0 each

The company has proposed a final dividend of Rs. 2 per share. The total payout including the (final dividend, interim dividend and dividend tax) is Rs. 0. 1 bn. The dividend payout for FY17 is low at 12. 1%.

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24 July 2017 P V R LTD. AGM

Management Reappoint Ajay Bijli as an Executive Director For For

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Management Approve PVR Employee Stock Option Plan 2017 For Against


24 July 2017 H D F C BANK LTD. AGM Management For For

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


The company proposes to appoint BSR & Co. LLP in place of SR Batliboi & Co LLP. BSR & Co. LLP’s appointment as statutory auditors is in line with 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.

Appoint Vishal Mahadevia (DIN 0103577) as Non-Executive, Non-Independent Director

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

Issuance of non–convertible debentures up to Rs. 5.0 bn on private placement basis

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

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

Adopt a new set of Articles of Association in keeping with Companies Act 2013

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 revised AoA provides certain overriding powers to the promoters, which are susceptible to potential misuse and are prejudicial to the interest of minority shareholders.

Adoption of financial statements (standalone and consolidated) for the year ended 31 March 2017


To declare dividend of Rs. 11.0 per equity share (face value Rs. 2)

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%.

To reappoint Paresh Sukthankar as director liable to retire by rotation

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.

To reappoint Kaizad Bharucha as director liable to retire by rotation

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.

To reappoint Deloitte Haskins & Sells as statutory auditors at an annual remuneration of Rs. 19.0 mn for FY18

Deloitte Haskins & Sells have been the statutory auditors of the bank for three years. Their reappointment is in-line with the statutory requirements.

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24 July 2017 H D F C BANK LTD. AGM

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To appoint Srikanth Nadhamuni (DIN:02551389) as director with expertise in information technology who is liable to retire by rotation

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.

To reappoint Paresh Sukhthankar as Deputy Managing Director for three years upto 12 June 2020 and to fix his remuneration

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.

To reappoint Kaizad Bharucha as Executive Director for three years upto 12 June 2020 and to fix his remuneration

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.

To reappoint Shyamala Gopinath as part time non-executive chairperson and Independent director for three years upto 1 January 2021 and to fix her remuneration

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

To ratify and approve related party transactions with Housing Development Finance Corporation Limited (“HDFC Limited”) for FY18

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.

To ratify and approve the related party transactions with HDB Financial Services Limited (“HDBFSL”) for FY18

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.

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24 July 2017 H D F C BANK LTD. AGM

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24 July 2017 BHARTI AIRTEL LTD. AGM Management For For Ordinary resolution. Audited by statutory auditors.

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26 July 2017 DABUR INDIA LTD. AGM Management For For As accounts are audited by independent statutory auditor.

To issue debt securities up to Rs. 500.0 bn on private placement 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.



The company has proposed a final dividend of Rs. 1. 0 per equity share of face value Rs. 5. 0 for the year ended 31 March 2017. In FY16, the total dividend was Rs. 1. 36 per equity share. The total dividend outflow including dividend tax for FY17 is Rs. 4. 8 bn.

Reappoint Sheikh Faisal Thani Al-Thani as Non-Executive Non-Independent Director

Sheikh Faisal Thani Al-Thani, 34, is the Deputy Chief Investment Officer, Qatar Foundation Endowment. He has attended 13% of the board meetings held in FY17, and 24% of the board meetings held over the past three years. We expect directors to take their responsibilities seriously and attend all board meetings; else, at the very least, 50% of the board meetings over a three-year period.

Appoint Deloitte Haskins & Sells as statutory auditors for five years and fix their remuneration

Their appointment is in line with the requirements of Section 139 of the Companies Act 2013.

Reappoint Manish Kejriwal as Independent Director for five years

Manish Kejriwal, 48, is Managing Partner, Kedaara Capital, a private equity fund. He has attended 50% of the board meetings held in FY17, and 65% of the board meetings held over the past three years.

Reappoint Gopal Vittal as Managing Director and CEO for five years beginning 1 February 2018 and fix his remuneration with effect from 1 June 2017

His estimated FY18 remuneration of Rs. 198. 0 mn including stock options 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 which will be issued and the targets to be achieved for performance incentive payouts.

Ratify remuneration of Rs.0.8 mn payable to RJ Goel & Co as cost auditors for FY18


Amend Bharti Airtel Employee Stock Option Scheme 2005 (ESOP 2005)

While it is unclear why the additional clause giving amendment powers to the nomination and remuneration committee is being included, the company has confirmed that changes to the scheme size and vesting period of the scheme will be subject to shareholder approval. Further, since the exercise price is already equal to the face value of Rs. 5. 0 per share, the company will not be able to lower it further.

MAHINDRA & MAHINDRA FINANCIAL

SERVICES LTD.



To declare dividend of Rs. 2.4.0 on equity share of face value Rs. 2.0 each

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%.

To appoint Ramesh Iyer (DIN 00220759), as a director liable to retire by rotation

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.

To appoint BSR & Co LLP as statutory auditors for five years

The appointment of BSR & Co LLP as statutory auditors is in line with provisions of section 139 of the Companies Act 2013.


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26 July 2017 DABUR INDIA LTD. AGM

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26 July 2017 INDUSIND BANK LTD. AGM Management For For

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To confirm the interim dividend of Rs. 1.25 per equity share and declare final dividend of Re.1.0 per equity share of face value Re. 1 each

Dabur paid an interim dividend of Rs. 1. 25 per equity share of face value Re. 1. It has now proposed a final dividend of Re. 1 per share. The total payout including the (final dividend, interim dividend and dividend tax) is Rs. 4. 8 bn. The dividend payout for FY16 is 47. 8%.

Reappoint Mohit Burman as a Non-Executive Director Non-Independent Director

Mohit Burman is part of the promoter group. He retires by rotation and his reappointment is in line with all statutory requirements.

Reappoint Amit Burman as a Non-Executive Director Non-Independent Director

Amit Burman is the Promoter Vice-chairperson. He attended 60% of the board meetings held in FY17 and 80% of board meetings held over the past three years.

Appoint Walker Chandiok & Co. LLP as statutory auditors for a period of five years

Walker Chandiok & Co. LLP’s appointment as statutory auditors is in line 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.

Ratify remuneration of Rs. 478,000 (plus service tax and out of pocket expenses) for Ramanath Iyer & Co., as cost auditors for FY17 & FY18

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

Reappoint PD Narang as Whole-Time Director for a term of five years from 1 April 2018 and fix his remuneration

PD Narang is the Group Director, Corporate Affairs with over three decades of experience. He is a professional. The proposed remuneration, estimated at Rs. 109. 7 mn, is commensurate with the size and performance of the company. We believe the company must consider setting a cap on the remuneration payable in absolute amounts. Further, the range of remuneration payable to PD Narang is too wide.



Declare final dividend of Re. 0.5/- per equity share (face value Rs. 10.0) for FY17

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.

Reappoint Romesh Sobti (DIN: 00031034) as an Executive Director

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

Reappoint Price Waterhouse Chartered Accountants LLP as statutory auditors for FY18 and fix their remuneration

Price Waterhouse Chartered Accountants LLP’s appointment is in line with the requirements of Section 139 of the Companies Act 2013.

Reappoint R. Seshasayee (DIN: 00047985) as the Non-Independent Non- Executive Chairperson

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

Increase borrowing limits to Rs 500 bn from Rs 350 bn

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.

Issuance of Long-Term Bonds or Non-Convertible Debentures (NCDs) on a private placement basis upto Rs. 100 bn

The issuance of Long-Term Bonds or NCDs on private placement basis will be within the overall borrowing limit.

HOUSING DEVELOPMENT

FINANCE CORPN. LTD.



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26 July 2017 AGM

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Management Reappoint V. Srinivasa Rangan as a Director For For

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HOUSING DEVELOPMENT

FINANCE CORPN. LTD.Confirm interim dividend of Rs.3 per share and approve final dividend of Rs 15.0 per share of face value Rs 2.0 each

The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs 34. 4bn. The dividend payout ratio for FY17 was 46. 2%.

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.

Appoint B S R & Co. LLP as statutory auditors for five years and fix their remuneration at Rs.16.7 mn for FY18

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

Approve issuance of Non-Convertible Debentures of up to Rs.850 bn

Approve related party transactions aggregating to ~Rs.200 bn with HDFC Bank for FY18

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.

Approve revision in basic salary for executive directors w.e.f 1 January 2017

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.

Amend Articles of Association (AoA) to align with Companies Act 2013

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.

K E C INTERNATIONAL LTD.


It is audited by statutory auditors and they have not raised any qualifications.

Approve dividend of Rs 1.6 per share of face value Rs.2.0 each

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.

Appoint Price Waterhouse Chartered Accountants LLP as statutory auditors for five years and fix their remuneration

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.

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26 July 2017 AGM

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27 July 2017 V A TECH WABAG LTD. AGM Management For For As there is no qualification from Auditors.

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27 July 2017 AGM Management For For As accounts are audited by independent statutory auditor.

K E C INTERNATIONAL LTD.

Approve remuneration of Rs. 0.7 mn for Kirit Mehta & Co. as cost auditors for FY18

The remuneration to be paid to the cost auditor is reasonable compared to the size and scale of the company’s operations.




Declare final dividend of Rs. 4.0/- per equity share (face value Rs. 2.0) for FY17

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%.

Reappoint S Vardarajan (DIN: 02353065) as an Executive Director

S Vardarajan, 51, promoter, was appointed as the Executive Director and Chief Growth Officer in FY15 AGM. His reappointment meets all statutory requirements.

Ratify reappointment of Walker Chandiok & Co. LLP as statutory auditors for FY18 and fix their remuneration

The ratification of Walker Chandiok & Co. LLP’s reappointment is in line with the requirements of Section 139 of the Companies Act 2013.

Reappoint BD Narang (DIN: 00826573) as an Independent Director for three years, w.e.f. 27 July 2017

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

Reappoint Sumit Chandwani (DIN: 00179100) as an Independent Director for three years, w.e.f. 21 July 2017

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.

Reappoint Ms. Revathi Kasturi (DIN: 00002593) as an Independent Director for three years, w.e.f. 21 July 2017

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.

Increase borrowing limit to Rs. 50.0 bn from Rs. 30.0 bn or the aggregate of the paid-up capital and free reserves

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.

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

Issuance of equity share or equity linked securities through QIP/Private Placement/ Preferential Allotment aggregating upto Rs. 4.0 bn

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.

EXIDE INDUSTRIES LTD.


Page 19 of 90

27 July 2017 AGM

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EXIDE INDUSTRIES LTD.

To confirm the interim dividend of Rs. 1.6 per equity share and declare final dividend of Rs.0.8 per equity share of face value Re. 1 each

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%.

Reappoint Subir Chakraborty as an Executive Director

Subir Chakraborty (DIN: 00130864) is the Director (Automotive). He retires by rotation and his reappointment is in line with all statutory requirements.

Reappoint Rajan Raheja as a Non-Executive, Non-Independent Director

Rajan Raheja (DIN: 00037480) is the Promoter Vice chairperson. He retires by rotation and his reappointment is in line with all statutory requirements.

Appoint BSR & Co. LLP as statutory auditors for a period of five years

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 the requirements of Section 139 of the Companies Act 2013.

Ratify remuneration of Rs. 900,000 (plus service tax and out of pocket expenses) for Shome & Banerjee, as cost auditors for FY18


CHOLAMANDALAM INVESTMENT &

FINANCE CO. LTD.



To confirm interim dividend of Rs, 3.5/- and declare final dividend of Rs. 2.0/- per equity share (face value Rs. 10.0) for FY17


Reappoint N. Srinivasan (DIN: 00123338) as an Executive Director

N. Srinivasan, 60, has been the Non-Executive Director of Chola for the past 10 years. He will take over from Vellayan Subbiah as the Executive Vice-Chairperson and Managing Director w. E. F. 19 August 2017. His reappointment meets all statutory requirements.

Appoint SR Batliboi & Associates LLP as statutory auditors for a period of five years and fix their remuneration

SR Batliboi & Associates LLP’s appointment is in line with the requirements of Section 139 of the Companies Act 2013.

Appoint N. Srinivasan as Vice-Chairperson & MD for a period of two years w.e.f. 19 August 2017 and fix his remuneration

N. Srinivasan will take over from Vellayan Subbiah as the Executive Vice-Chairperson and Managing Director w. E. F. 19 August 2017. His proposed remuneration of Rs. 69. 4 mn is commensurate with the size and complexity of the business. Also, Chola has been prudent in fixing remuneration of the MD and aligning it with the overall performance of the business in the past.

Appoint Arun Alagappan as an Executive Director for a period of five years w.e.f. 19 August 2017 and fix his remuneration

Arun Alagappan, 41, has over 20 years of experience in Sales & Marketing. He last served in TI Cycles of India as President. His proposed remuneration of Rs. 32. 3 mn 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 the overall remuneration payable to executive directors.

Issuance of redeemable non-convertible debentures (NCDs) on a private placement basis upto Rs. 115.0 bn

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

BLUE DART EXPRESS LTD.

a. Adoption of standalone financial statements for the year ended 31 March 2017.b. Adoption of consolidated financial statements for the year ended 31 March 2017

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27 July 2017 AGM

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BLUE DART EXPRESS LTD.

Declare final dividend of Rs.15.0 per equity share (face value of Rs.10.0)


Reappoint Thomas Kipp as Non-Executive Non-Independent Director

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.

Appoint S R Batliboi & Associates LLP as statutory auditors for a period of five years and fix their remuneration

S R Batliboi & Associates LLP is part of the Ernst & Young (E&Y) audit network. Their appointment is in line with the requirements of Section 139 of the Companies Act 2013.

Revision in remuneration terms of Anil Khanna (DIN: 01334483), Managing Director, with effect from 1 April 2017 until 20 February 2018

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.


As accounts are audited by independent statutory auditor and no qualifications have been raised.

Declare a final dividend of Rs.4.75 per equity share (face value of Re.1.0 per share)

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%.

Reappoint Suryakant Balkrishna Mainak (DIN: 02531129) as a Non-Executive Non-Independent Director

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

Ratification of Deloitte Haskins & Sells as statutory auditor and to fix their remuneration at Rs.29.5mn for FY18

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

Appoint Zafir Alam (DIN: 07641534) as a Non-Executive Non-Independent Director for a period of three years from 28 July 2017

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.

Appoint David Robert Simpson (DIN: 07717430) as a Non-Executive Non-Independent Director for a period of three years from 28 July 2017

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.

Appoint Ashok Malik (DIN: 07075819) as a Non-Executive Non-Independent Director for a period of three years from 28 July 2017

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.

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28 July 2017 I T C LTD. AGM

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28 July 2017 ATUL LTD. AGM Management For For

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Approve the additional remuneration of Yogesh Chander Deveshwar as a Non-Executive Chairperson for a term of three years with effect from 5 February 2017

Revision in terms of Sanjiv Puri as CEO & Whole-Time Director for a period of three years with effect from 5 February 2017

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.

Ratify remuneration of Rs.0.4 mn (plus reimbursement of actual expenses) for P. Raju Iyer, cost auditors for the ‘Paper and Paperboard’ and ‘Nicotine Gum’ products of the company for the financial year ending 31 March 2018


Ratify remuneration of Rs. 0.5 mn (plus reimbursement of actual expenses) for Shome & Banerjee, cost auditors for all products other than the ‘Paper and Paperboard’ and ‘Nicotine Gum’ products of the company for the financial year ending 31 March 2018


a. Adoption of standalone financial statements for the year ended 31 March 2017.b. Adoption of consolidated financial statements for the year ended 31 March 2017

It is audited by statutory auditors and no qualifications have been raised by them.


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%.

Reappoint Rajendra Shah (DIN: 00009851) as a Non-Executive Non-Independent Director

Rajendra Shah, 84, has been associated with Atul for the past 34 years. His reappointment meets all statutory requirements.

Reappoint T Gopi Kannan (DIN: 00048645) as an Executive Director

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.



Reappoint Samveg Lalbhai (DIN: 00009278) as Managing Director for five years w.e.f. 15 December 2017 and fix his remuneration

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.

Approval for reclassification of members of Sanjay Lalbhai family from promoter to public shareholders

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.

Approve remuneration of Rs. 0.27 mn for R Nanabhoy & Co. as cost auditors for FY18


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28 July 2017 C E S C LTD. AGM Management For For As there is no qualification from Auditors.

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Confirm interim dividend of Rs.10 per equity share of face value Rs.1 each

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.

Appoint SR Batliboi & Co as statutory auditors for five years and fix their remuneration

SR Batliboi & Co will replace Lovelock & Lewes as statutory auditors. Their appointment is in line with all statutory requirements.

Approve creation of mortgage on assets against debt and financial guarantees aggregating to Rs.20.1 bn

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.

Approve remuneration of Rs.600,000 payable to Shome and Banerjee, cost auditors for FY18


COROMANDEL INTERNATIONAL LTD.



To declare final dividend of Rs.5.0 per share of face value Re.1.0

The total dividend outflow including dividend tax for FY17 is Rs. 1. 8 bn. The dividend payout ratio is 36. 8%.

Reappoint V Ravichandran (DIN: 00110086) as a Non-Executive Non-Independent Director

V Ravichandran is the Vice-Chairperson. He is liable to retire by rotation and his reappointment is in line with all statutory requirements.

Ratify Deloitte Haskins & Sells’ reappointment as statutory auditors and fix remuneration

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 and follows the spirit of Section 139 of the Companies Act, 2013.

Appoint Ms. Nirupama Rao (DIN 06954879) as an Independent Director for five years from 5 September 2016

Ms. Nirupama Rao is Former Foreign Secretary of India. Her appointment is in line with the statutory requirements.

Approve remuneration of Rs.1.1 mn for V Kalyanaraman and Ms. Jyothi Satish as cost auditors for FY18


SYNGENE INTERNATIONAL LTD.



Approve dividend of Re.1.0 per share of face value Rs.10.0 each

The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs. 0. 2 bn. The dividend payout ratio for FY17 was 8. 4%.

Catherine Rosenberg (DIN: 06422834) is a Professor at University of Waterloo. She retires by rotation and her reappointment is in line with the statutory requirements.

Ratify appointment of BSR & Co. LLP as statutory auditors for FY18

BSR & Co. LLP was appointed as the statutory auditors in the previous AGM for five years. The ratification of their appointment is in line with the statutory requirements.

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28 July 2017 AGM

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SYNGENE INTERNATIONAL LTD.

Appoint Vijay Kuchroo as an Independent Director for three years w.e.f 1 March 2017

Vijay Kuchroo (DIN: 07071727) is a Professor of Neurology at Harvard Medical School, Senior Scientist at Brigham and Women’s Hospital, and Co-Director of the Center for Infection and Immunity, Brigham Research Institutes, Boston. His appointment is in line with the statutory requirements.

Reappoint Russell Walls as an Independent Director for three years w.e.f 28 July 2017

Russell Walls (DIN: 03528496) is a Chartered Accountant and the Chairperson of Aviva life Holdings UK Limited. He has been an independent director of Syngene since April 2011. His reappointment is in line with the statutory requirements.

Appoint Jonathan Hunt as Whole Time Director (CEO) for a period of five years w.e.f 1 May 2017 and fix his remuneration

Jonathan Hunt was appointed as the CEO in April 2016 and is now being elevated to the board. He has more than 25 years of experience in the global biopharmaceuticals industry. Jonathan Hunt will be based out of UK (which is not the major market of Syngene). While his estimated pay of Rs. 96 mn is high in rupee terms, in purchasing power parity (PPP) terms it amounts to Rs. 26 mn. This is in line with peers and commensurate with the scale of operations. The proposed salary structure is open-ended; the performance bonus has been left to the discretion of the board. To provide clarity to shareholders on his overall remuneration, the board could have considered capping the variable pay at an absolute amount.


Since the books of accounts are audited by the statutory auditors and no qualifications are raised by them.

Declare final dividend of Re.1.0 per equity share (face value Rs.5.0)

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%.

Reappoint Ravi Mazumdar (DIN: 00109213) as Non-Executive Non-Independent Director

Ravi Mazumdar is a professor at University of Waterloo, Canada. He retires by rotation, and his reappointment is in line with the statutory requirements.

Ratify the appointment of M/s. B S R & Co. LLP as statutory auditors for one year and fix their remuneration

Their ratification is in line with the requirements of Section 139 of the Companies Act 2013.

Reappoint Russel Walls (DIN: 03528496) as an Independent Director for five years

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.

Reappoint Mary Harney (DIN: 05321964) as an Independent Director for five years

Mary Harney has been on the company’s board since April 2012. Her reappointment is in line with all the statutory requirements.

Reappoint Daniel M. Bradbury (DIN: 06599933) as an Independent Director for five years

Daniel M. Bradbury has been on the company’s board since April 2013. His reappointment is in line with all the statutory requirements.

Ratify remuneration of Rs. 450,000 payable to M/s. Rao Murthy & Associates, cost auditors for FY18

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



Declare dividend of Rs.0.50 per equity share of face value of Rs.2.0each

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

Reappoint Sunil Saraf as Non-Executive Non-Independent Director

Sunil Saraf (DIN 00076887) is the Director of Viral Alkalis Ltd. His reappointment is in line with all statutory requirements.

Page 24 of 90

29 July 2017 VINATI ORGANICS LTD. AGM

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31 July 2017 SHREE CEMENT LTD. AGM Management For For Audited by statutory auditor and no qualifications are raised by them.

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Reappoint Mohit Mutreja as Non-Executive Non-Independent Director

Mohit Mutreja (DIN 02666018) has 12 years of experience in financial services and risk management. His reappointment is in line with all statutory requirements.

Appoint MM Nissim & Co, as statutory auditors for five years and fix their remuneration

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

Change title of Clause V of the Memorandum of Association

The company seeks to change the title of clause V of the Memorandum of Association to comply with the Companies Act 2013. There is no change to the authorized share capital of the company. The proposal is not detrimental to the interest of minority shareholder.

The company proposes to adopt a new set of Articles of Association (AoA) by deleting/amending the references to various sections and schedules and substitute them with the provisions of Companies Act, 2013. Form the Articles of Association made available to use by the company, we note that certain articles including same individual can be the Chairperson and the Managing Director, the number of directors on board can exceed 15 and security at board meeting are prejudicial to the interest of minority shareholders.


Ratify interim dividend of Rs. 16.0 per share and special dividend of Rs. 100 per share (face value Rs. 10.0)

The total dividend outflow including dividend tax on account of the interim and special dividend for FY17 is Rs. 4. 9 bn.


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%.

Reappoint Ramakant Sharma as Non-Executive Non-Independent Director

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.

Appoint Gupta & Dua as statutory auditors for five years and fix their remuneration

Their appointment is in line 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.

Ratify remuneration of Rs. 350,000 payable to KG Goyal & Associates as cost auditors for FY18


Reappoint Prashant Bangur as Joint Managing Director for five years and fix his remuneration

Prashant Bangur, 37, is part of the promoter family. He is being reappointed as Joint MD for five years with effect from 1 April 2017. His estimated FY18 remuneration of Rs. 193. 4 mn. This is high when compared to industry peers. We note that almost 50% of his remuneration is variable. However his remuneration has not been in line with company profits in the past: it increased in 2015, even when profits dropped significantly. His commission is at the discretion of the board and is open-ended - we expect the company to cap the absolute amount of commission payable, to give clarity to investors.

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31 July 2017 SHREE CEMENT LTD. AGM

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Approve private placement of non-convertible debentures

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.

V-GUARD INDUSTRIES LTD.


Declare final dividend of Re. 0.7/- per equity share (face value Re. 1.0) for FY17

Dividend for FY17 is Re. 0. 7/-, which is same as paid in the previous year. The total dividend outflow (including dividend tax for FY17) is Rs. 357. 8 mn, while the dividend payout ratio is 23. 6%.

Reappoint Mithun Chittilappilly (DIN: 00027610) as an Executive Director

Mithun Chittilappilly, 37, represents the promoter family on the board. He has been associated with V-Guard for the past 14 years. His reappointment meets all statutory requirements.

Reappoint SR Batliboi & Associates LLP as statutory auditors for a period of five years and fix their remuneration

SR Batliboi & Associates LLP’s reappointment is in line with the requirements of Section 139 of the Companies Act 2013.

Approve remuneration of Rs. 0.3 mn for RA & Co. as cost auditors for FY18



Ratify interim dividend of Re 0.8 per share and declare final dividend of Re. 0.8 per equity share (face value Rs. 2.0)

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%.

Reappoint Vineet Agarwal as Non-Executive Non-Independent Director

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.

Ratify R S Agarwala & Co as statutory auditors for one year and fix their remuneration

The company proposes to ratify R S Agarwala & Co as statutory auditors for one year. TCI Express Limited was an erstwhile division of Transport Corporation of India Limited and was demerged in 2016. R S Agarwala & Co have been Transport Corporation of India Limited’s statutory auditors for over nineteen years. Under Section 139 of the Companies Act 2013, an audit firm’s tenure may extend to a maximum of two consecutive terms of five years each (maximum 10 years). On account of their extended association with the group of over ten years, their ratification is not in line with the spirit of Section 139 of the Companies Act 2013.

Appoint Ms. Taruna Singhi as Independent Director for five years

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.

Ratify related party transactions aggregating to Rs. 106 mn in FY17

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.

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01 August 2017 TCI EXPRESS LTD AGM


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Approve remuneration of over 5% of net profit to Chander Agarwal as Managing Director

Chander Agarwal, 38, a part of the promoter family, was appointed as the Managing Director for five years with effect from 18 August 2016. His FY17 remuneration for the period from 18 August 2016 to 31 March 2017 was Rs. 24. 3 mn. The resolution does not have a time frame. If approved, the proposed limits on managerial remuneration will be till perpetuity. By increasing the limit on managerial remuneration, the company can reward the managing director disproportionately and his salary may not be commensurate with the performance of the company. His estimated FY18 remuneration of Rs. 64. 2 mn is higher than peers. His current commission structure of 4% of net profit is open-ended and does not provide clarity about future payouts – we expect the company to cap the absolute commission payable to him.

PIRAMAL ENTERPRISES LTD.



Approve dividend of Rs.21 per share of face value Rs.2.0 each


Vijay Shah (DIN: 00021276) is the Chief Operating Officer (COO). He retires by rotation and his reappointment is in line with the statutory requirements.


Deloitte Haskins & Sells LLP are replacing Price Waterhouse as the statutory auditors. The appointment is in line with the statutory requirements.

Anand Piramal (DIN: 00286085), 32, is the son of Ajay Piramal (promoter). He graduated in Economics from University of Pennsylvania and holds an MBA from Harvard Business School. He joined Piramal Realty in 2011 as part of its initial team and currently heads the business. His appointment is in line with the statutory requirements.

Reappoint Ajay Piramal as Executive Chairperson for a period of five years w.e.f 1 April 2017 and fix his remuneration

The proposed pay of Rs. 129. 3 mn is in line with peers and commensurate with the size and scale of operations. In the past, the remuneration has been aligned to the revenues of the company. The company has capped each component of his pay structure, including the variable pay. This provides greater clarity to shareholders on the final pay levels.

Reappoint Ms Nandini Piramal as Executive Director for a period of five years w.e.f 1 April 2017 and fix her remuneration

The proposed pay of Rs. 43. 1 mn is in line with peers and commensurate with the size and scale of operations. In the past, the remuneration has been aligned to the revenues of the company. The company has capped each component of her pay structure, including the variable pay. This provides greater clarity to shareholders on the final pay levels.

Approve issuance of non-convertible debentures (NCDs) on a private placement basis

The issuance will be within the approved borrowing limit of Rs. 440 bn, over and above the aggregate of paid up capital and free reserves (~Rs. 540 bn).

Approve remuneration of Rs. 0.6 mn for G.R. Kulkarni & Associates as cost auditors for FY18


Page 27 of 90

01 August 2017 AGM

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PIRAMAL ENTERPRISES LTD.

To charge fees from shareholders in advance for the dispatch of documents in the mode requested by them

Given that the charges may become a deterrent for shareholders to seek information, we generally do not support such resolutions. However, in this case the company has specifically clarified that the proposal will allow it legalheadroom to send documents to shareholders through a specific mode requested by them. All statutory documents will be made available free of cost (through email and courier); shareholders will only be charged if they insist that documents be sent through a particular mode only (speed post), and the quantum of such fees will only be to the extent of actual dispatch cost incurred.





Declare dividend of Rs. 9.0 per share (FV Rs.5.0)

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%.

Reappointment of Ulhas N. Yargop (DIN: 00054530) as director liable to retire by rotation

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.

Appoint B S R & Co. LLP as statutory auditors for five years

The appointment of B S R & Co. LLP is in line with the provisions of Section 139 of the Companies Act 2013.

TRANSPORT CORPORATION OF

INDIA LTD.


Reappoint M P Sarawagi as Non-Executive Non-Independent Director

We expect directors to take their responsibilities seriously and attend atleast 75% of the board meetings in the past three years. The company has not disclosed the board meetings attended by each director during FY17. Therefore, we have relied on the past two years attendance records of the directors seeking reappointment. MP Sarawagi attended 45% of the board meetings held during FY15 and FY16.

Reappoint Chander Agarwal as Non-Executive Non-Independent Director

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.

Appoint Brahmayya & Co as statutory auditors for five years and fix their remuneration

Brahmayya & Co will replace RS Agarwala & Co as statutory auditors. Their appointment is in line with all statutory requirements.

Appoint Vijay Sankar as Independent Director for five years with effect from 4 November 2016

Vijay Sankar is the Deputy Chairperson of the Sanmar Group. His appointment is in line with all statutory requirements.

Launch Employee Stock Option Plan-2017 and grant 3.8 mn stock options to the employees of the company

The company can grant stock options at a discount to market price. Based on the last grant, if all stock options were granted at a 64% discount to current market price, we estimate that the scheme would reduce annual profits by over 30%.

Page 28 of 90

02 August 2017 AGM


02 August 2017 EMAMI LTD. AGM Management For For

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TRANSPORT CORPORATION OF

INDIA LTD.

Extend the benefits of Employee Stock Option Plan-2017 to the employees of the subsidiary companies

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.


As accounts are audited by independent statutory auditors and no qualifications are raised by them.

Confirm interim dividend of Rs.1.75 per share and approve final dividend of Rs.5.25 per share of face value Re.1.0 each


R. S. Goenka (DIN: 00152880) is part of the promoter group and an executive director. He retires by rotation and his reappointment is in line with the statutory requirements.

Mohan Goenka (DIN: 00150034) is part of the promoter group and an executive director. He retires by rotation and his reappointment is in line with the statutory requirements.

S. K. Goenka (DIN: 00149916) is part of the promoter group and the Managing Director. He retires by rotation and his reappointment is in line with the statutory requirements.

Appoint S.R Batliboi & Co LLP as statutory auditors for a period of five years and fix their remuneration

S. R Batliboi & Co LLP are replacing S. K. Agrawal & Co as the statutory auditors. The appointment is in line with the statutory requirements.

Reappoint K. N. Memani as an Independent Director for five years w.e.f 2 August 2017

K. N. Memani (DIN: 00020696) is the former Chairperson of E&Y India. He has been an independent director of Emami since May 2006 (>10 years). We believe the length of the tenure is inversely proportionate to the independence of a director – hence, we classify him as nonindependent. If Emami believes it will benefit from him serving on its board, it should appoint him as a non-independent director. Further, he has attended only 50% board meetings in the last three years. We expect directors to take their responsibilities seriously and attend all meetings.

Reappoint Y. P. Trivedi as an Independent Director for five years w.e.f 2 August 2017

Y. P. Trivedi (DIN: 00001879) is a Supreme Court advocate. He has been an independent director of Emami since January 2010. His reappointment is in line with the statutory requirements.

Reappoint S. B. Ganguly as an Independent Director for five years w.e.f 2 August 2017

S. B. Ganguly (DIN: 01838353) is the former Chairperson of Exide Industries. He has been an independent director of Emami since January 2010. His reappointment is in line with the statutory requirements.

Reappoint A. K. Deb as an Independent Director for five years w.e.f 2 August 2017

A. K. Deb (DIN: 02107792) is the former Chief Secretary, Government of West Bengal. He has been an independent director of Emami since January 2010. His reappointment is in line with the statutory requirements.

Reappoint P. K. Khaitan as an Independent Director for five years w.e.f 2 August 2017

P. K. Khaitan (DIN: 00004821) is a Senior Partner at Khaitan & Co. He has been an independent director of Emami since June 2013. His reappointment is in line with the statutory requirements.

Reappoint M. D. Mallya as an Independent Director for five years w.e.f 2 August 2017

M. D. Mallya (DIN: 01804955) is the former CMD of Bank of Baroda. He has been an independent director of Emami since January 2014. His reappointment is in line with the statutory requirements.

Appoint C. K. Dhanuka as an Independent Director for five years w.e.f 2 August 2017

C. K. Dhanuka (DIN: 00005684) is the promoter of Dhunseri Group. His appointment is in line with the statutory requirements.

Page 29 of 90

02 August 2017 EMAMI LTD. AGM

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Reappoint R.S Agarwal as Executive Chairperson for a period of five years w.e.f 1 April 2017 and fix his remuneration

R. S Agarwal is the founder promoter of Emami. His proposed remuneration of Rs. 62. 3 mn per annum is in line with peers and is commensurate with the size and scale of operations. His commission will be decided by the board. To provide greater clarity, the company should have capped the commission at an absolute amount.

Reappoint R.S Goenka as Whole Time Director for the period 8 November 2017 to 31 March 2022 and fix his remuneration

R. S Goenka is the founder promoter of Emami. His proposed remuneration of Rs. 62. 3 mn per annum is in line with peers and is commensurate with the size and scale of operations. His commission will be decided by the board. To provide greater clarity, the company should have capped the commission at an absolute amount.

Revise remuneration of Ms. Priti Sureka w.e.f 1 February 2017

Ms Priti Sureka is part of the promoter family. She has been on the board for the past seven years and was reappointed as a Whole Time Director for a period of five years in the 2015 AGM. Her proposed pay of Rs. 9. 6 mn is in line with peers and commensurate with the size and scale of operations.

Revise remuneration of Prashant Goenka w.e.f 1 February 2017

Prashant Goenka is part of the promoter family. He was appointed on the board for a period of five years in the 2014 AGM. His proposed pay of Rs. 9. 6 mn is in line with peers and commensurate with the size and scale of operations.

Approve remuneration of Rs. 0.14 mn for V. K. Jain & Co as cost auditors for FY18






Ratify interim dividend of Rs. 5.0 and declare final dividend of Rs. 9.0 per share

In addition to interim dividend of Rs. 5. 0 per share, Cummins India Ltd. Proposes to pay final dividend of Rs. 9. 0 per share (FV Rs. 2. 0). The total dividend for the year is Rs. 14. 0 per share (unchanged from FY16) and the pay-out ratio is ~64. 0%.

Reappoint Suzanne Wells (DIN: 06954891), as director liable to retire by rotation

Suzanne Wells is the Director, Purchasing of Cummins Inc. , USA. As a board member, she is directly responsible for the company’s decision in 2016, to close down its Daman facility and move some of its businesses and operations to other entities of the Cummins Group. By not approaching shareholders to take their consent before agreeing to such a transformational shift in the company’s business model, the board, including Suzanne Wells, failed to act in good faith and uphold their fiduciary responsibilities. Her continuation on the board is therefore not in the best interests of the minority shareholders.

Ratify the appointment of S R B C & Co LLP as auditors for one year

Cummins India replaced Price Waterhouse & Co (tenure of 14 years) with S R B C & Co LLP (of the Ernst & Young Group) in the AGM of FY16. The appointment was for five years. The ratification is in line with the provision of Section 139 of the Companies Act 2013.

Appoint Norbert Nusterer (DIN: 07640359) as director liable to retire by rotation

Norbert Nusterer is Vice President – Cummins Inc. , USA and President of the Power Systems business. He is being appointed as nominee of the parent company. His appointment is in line with all statutory requirements.

Ratify payment of remuneration to cost auditors, Ajay Joshi and Associates for FY18

Remuneration of Rs. 0. 95 mn to be paid to the cost auditor, Ajay Joshi and Associates, Cost Accountants, in FY18 is reasonable compared to the size and scale of operations.

Page 30 of 90

03 August 2017 CUMMINS INDIA LTD. AGM

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Approve related party transactions entered into with Cummins Limited, UK for FY18 upto a limit of Rs 12.0 bn

Cummins India proposes to sell internal combustion engines, their parts and accessories amounting to Rs. 12. 0 bn to Cummins Ltd, UK. The proposed transaction is ~22% of total income and 33% of the networth of Cummins India for FY17. We note that the company has sold goods (including engines and related accessories) of around Rs. 5. 8 bn and Rs. 6. 1 bn to Cummins Ltd, UK in FY16 and FY17 respectively. As the transaction is over 20% of networth of the company, the company needs to take shareholders’ approval in order to ensure compliance with Regulation 23 of SEBI’s (LODR) Regulations 2015. The transactions are in the ordinary course of business and will be at arm’s length.

Approve related party transactions entered into with Tata Cummins Pvt Ltd for FY18 upto a limit of Rs 12.5 bn

Cummins India proposes to purchase of B and L series internal combustion engines, parts and accessories amounting to Rs. 12. 5 bn from Tata Cummins Pvt. Ltd on arm’s length basis. The proposed transaction is ~23% of total income and 33% of networth of Cummins India for FY17. We note that the company had purchases from TCPL of around Rs 5. 7 bn and Rs 7. 8 bn in FY16 and FY17 respectively. As the transaction is over 20% of networth of the company, the company needs to take shareholders’ approval in order to ensure compliance with Regulation 23 of SEBI’s (LODR) Regulations 2015. The transactions are in the ordinary course of business and will be at arm’s length.

To approve payment of commission to payment of commission to the independent non-executive directors from 1 April 2018

Cummins India seeks shareholders’ approval to extend payment of commission from 1 April 2018, of upto 1% of net profits. While the amount has not been capped, Cummins India has paid below 0. 1% of net profit as commission to non-executive directors in each of past five financial years. Therefore, IiAS expects the actual commission paid to independent directors (as classified by the company) to remain within that range. As a good practice, we expect companies to cap the commission to be payable to directors.

COLGATE-PALMOLIVE (INDIA) LTD.


Appoint SRBC & Co LLP as statutory auditors for five years and to fix their remuneration

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 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.

Appoint Jacob Sebastian Madukkakuzy (DIN : 07645510) as Whole-Time Director

Jacob Sebastian Madukkakuzy has been appointed as the CFO since 7 October 2016. His appointment is in line with all statutory requirements.

Appoint Jacob Sebastian Madukkakuzy as Whole-Time Director & CFO for a period of five years from 28 October 2016 and fix his remuneration as minimum remuneration

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.

Appoint Chandrasekar Meenakshi Sundaram (DIN : 07667965) as Whole-Time Director

Chandrasekar Meenakshi Sundaram is Executive Vice-President – Sales & Customer Development. His appointment is in line with all statutory requirements.

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03 August 2017 AGM

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04 August 2017 RAMCO CEMENTS LTD. AGM Management For For Audited by statutory auditors and no qualifications have been raised.

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04 August 2017 M R F LTD. AGM Management For For As accounts are audited by independent statutory auditors.

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COLGATE-PALMOLIVE (INDIA) LTD.

Appoint Chandrasekar Meenakshi Sundaram (DIN : 07667965) as Whole-Time Director for a period of five years from 2 January 2017 and fix his remuneration as minimum remuneration

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.

Approve commission of upto 1% of net profits for independent directors upto Rs. 0.1 mn each for a period of three years from 1 April 2016

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.


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.


Declare final dividend of Rs. 3.0 per equity share (face value Re. 1.0)

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%.

Reappoint PR Venketrama Raja as Non-Executive Non-Independent Director

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.

Appoint Ramakrishna Raja and Co and SRSV & Associates as statutory auditors for five years and fix their remuneration

Their appointment is in line 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.

Appoint PR Venketrama Raja as Chairperson and Managing Director for five years with effect from 4 June 2017 and fix his remuneration

Approve private placement of non-convertible debentures of up to Rs.5 bn

The NCDs which are proposed to be issued will be within the overall borrowing limits of Rs. 50 bn.

Ratify remuneration of Rs. 400,000 payable to Geeyes & Co as cost auditors for FY18



Declare final dividend of Rs.54 per equity share of face value of Rs.10 each

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.

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04 August 2017 M R F LTD. AGM

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Reappoint Dr. KC Mammen as Non-Executive Non-Independent Director

Dr. KC Mammen (DIN: 00019494) is the promoter and director of the company since 1975. His reappointment is in line with all statutory requirements.

Appoint Mahesh, Virender & Sriram as joint statutory auditors for five years and fix their remuneration

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.

Ratify SCA and Associates as joint statutory auditors and fix their remuneration

SCA and Associates were appointed as joint statutory auditors in the 2016 AGM. The ratification is in line with all statutory requirements.

Modification to Articles of Association to increase the size of the board and make Wholetime Directors retire by rotation

The company has clubbed the modifications to its Articles of Association (AoA) in a single resolution. Although we support the changes made to AoA with regard to Managing Director and Wholetime Director to retire by rotation, we do not support increase in the board size above 15 members as consensus on critical issues may become difficult to achieve.

Authorize the board to appoint more than 15 directors on board

Consensus on critical issues may become difficult to achieve if board exceeds 15 members.

Samir Thariyan Mappillai (DIN:07803982) belongs to the promoter family. After appointing Samir Thariyan Mappillai and Varun Mammen as directors the board size increases to 16 members. We do not support increase in board size above 15 members.

Varun Mammen (DIN: 07804025) belongs to the promoter family. After appointing Samir Thariyan Mappillai and Varun Mammen as directors the board size increases to 16 members. We do not support increase in board size above 15 members.

Revise remuneration payable to KM Mammen as Chairperson and Managing Director with effect from 4 May 2017

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.

Revise remuneration payable to Arun Mammen as Vice-Chairperson and Managing Director with effect from 4 May 2017

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.

Appoint Rahul Mammen Mappillai as Managing Director for a five-year term with effect from 4 May 2017 and fix his remuneration

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.

Appoint Samir Thariyan Mappillai as Wholetime Director for a five-year term with effect from 4 August 2017 and fix his remuneration

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. We do not support the resolution as board size will increase over 15 members after the appointment of Varun Mammen and Samir Thariyan Mappillai.

Appoint Varun Mammen as Wholetime Director for a five-year term with effect from 4 August 2017 and fix his remuneration

Varun Mammen, 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. We do not support the resolution as board size will increase over 15 members after the appointment of Varun Mammen and Samir Thariyan Mappillai.

Approve remuneration of Rs.644,000 payable to C. Govindan Kutty, cost auditors for FY18


MAHINDRA & MAHINDRA LTD.


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04 August 2017 AGM

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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%.

Reappoint Dr. Pawan Goenka (DIN: 00254502) as an Executive Director

Pawan Goenka, 62, has been associated with M&M for the past 24 years. His reappointment meets all statutory requirements.



Approve remuneration of Rs. 0.75 mn for DC Dave & Co. as cost auditors for FY18


Appoint TN Manoharan (DIN: 01186248) as an Independent Director for five years, w.e.f. 11 November 2016

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.

Reappoint Anand Mahindra (DIN: 00004695) as the Executive Chairperson for five years, w.e.f. 12 November 2016

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.

Reappoint Dr. Pawan Goenka (DIN: 00254502) as the Managing Director for four years, w.e.f. 12 November 2016

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.

Issuance of Non-Convertible Debentures (NCDs) and/or Commercial Paper on a private placement basis upto Rs. 50.0 bn

The NCDs and / or CPs will be issued within the overall borrowing limit, at an interest rate not exceeding 10% p. A.

BRITANNIA INDUSTRIES LTD.


Declare final dividend of Rs.22.0 per share (FV Rs.2.0)

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%.

Reappoint AK Hirjee as a Non- Executive, Non-Independent Director

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.

Ratify BSR & Co LLP as statutory auditors for FY18

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 the requirements of Section 139 of the Companies Act 2013.

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07 August 2017 AGM

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Appoint Dr. Ajay Shah (DIN:01141239) as an Independent Director for a period of five years from 13 February 2017

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.

Appoint Dr. Yashwantrao Thorat (DIN: 02652734) as an Independent Director for a term of five years from 13 February 2017

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.



Dividend for FY17 is Rs. 100. 0/-, which is same as paid in the previous year. The total dividend outflow (including dividend tax for FY17) is Rs. 3. 3 bn, while the dividend payout ratio is 21. 0%.

Appoint SR Batliboi & Co. LLP as statutory auditors for a period of five years and fix their remuneration

SR Batliboi & Co. LLP’s appointment is in line with the requirements of Section 139 of the Companies Act 2013.

Approve remuneration for Siddhartha Lal, Managing Director for one year, w.e.f. from 1 May 2017

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.

Approve remuneration of Rs. 0.2 mn for V Kalyanaraman as cost auditors for FY18


SUNDRAM FASTENERS LTD.

Appoint Preethi Krishna (DIN: 02037253) as a Non-Executive Non-Independent Director

Ms. Preethi Krishna, 53, represents the promoter family on the board. She is a post graduate in Arts from University of Madras and did her M. B. A. From Simon School of Business, University of Rochester (USA). She has worked in Sundram Fasteners and Whirlpool Corporation, USA in the past. Her appointment meets all statutory requirements.

GLAXOSMITHKLINE CONSUMER

HEALTHCARE LTD.


Declare final dividend of Rs.70.0 per share (FV Rs.10.0)

The total dividend outflow including dividend tax for FY17 is Rs. 3. 5 bn. The dividend payout ratio for FY17 is 54%.

Appoint Deloitte Haskins & Sells LLP as statutory auditors for five years and fix their remuneration


Appoint Anup Dhingra (DIN: 07602670) as an Executive Director for a period of three years with effect from 1 September 2016 and fix his remuneration

Anup Dhingra was appointed to the board in September 2016 due to a casual vacancy caused by resignation of Jaiboy John Phillips on 31 August 2016. He was paid remuneration of Rs. 29. 4 mn for his term in FY17 (43x the median employee remuneration). His proposed annual remuneration is estimated at Rs. 59. 2 mn. Anup Dhingra is a professional and his proposed remuneration is commensurate with the size and complexity of his responsibilities, and comparable to peers. As a good practice, companies must cap the absolute amount of performance incentive.


Declare final dividend of Re. 1.0 per equity share (face value Rs. 10.0)

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 – equivalent to that paid in FY16. The total dividend outflow including dividend tax for FY17 is Rs. 81. 8 mn. The dividend payout ratio is low at 8. 4%.

Page 35 of 90

09 August 2017 TIMKEN INDIA LTD. AGM

Management Reappoint Avishrant Keshava as Director For For

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Avishrant Keshava, 49, is the Whole-time Director and Business Controller – India and CFO. He retires by rotation and his reappointment is in line with statutory requirements.


The company proposes to appoint Deloitte Haskins & Sells LLP as statutory auditors replacing SR Batliboi & Co LLP. Their appointment is in line with the requirements of Section 139 of the Companies Act 2013.

Reappoint Sanjay Koul as Chairperson and Managing Director for five years and fix his remuneration

While Sanjay Koul’s estimated FY18 remuneration of Rs. 30. 8 mn is marginally higher than peers, it is commensurate with the size and complexity of the business. The performance linked incentive component of his remuneration is open-ended and at the discretion of the board – we expect companies to specify an absolute cap to incentive payouts.

Approve remuneration of Rs. 250,000 payable to Shome & Banerjee as cost auditors for FY18


PARAG MILK FOODS LTD



Declare final dividend of Rs.0.5 per share (face value Rs.10.0 each)

The total dividend outflow including dividend tax for FY17 is Rs. 50. 6 mn. The dividend payout ratio is 50. 5%.

Devendra Shah, 52, is part of the promoter family and Executive Chairperson, Parag Milk Foods Limited. He retires by rotation and his reappointment is in line with statutory requirements.

Ratify Haribhakti & Co LLP as statutory auditors for one year and fix their remuneration

Haribhakti & Co LLP have been the company's auditors since 2011 (as per available data). Their ratification is in line with and complies with the requirements of Section 139 of the Companies Act, 2013.

Revise remuneration payable to Devendra Shah as Executive Chairperson to Rs. 24 mn from Rs. 12 mn with effect from 1 October 2016 till 31 March 2018

In November 2016, the board approved an increase in remuneration to Rs. 30 mn from Rs. 12 mn with effect from 1 October 2016. However, as there are inadequate profits for payment of managerial remuneration (as per Section V of Companies Act 2013), the company proposes to revise the remuneration to Rs. 24 mn. His FY17 remuneration of Rs. 21 mn was 114x the median employee remuneration. The company’s profitability has reduced by 64% over FY17; overall promoter family remuneration is 28% of consolidated FY17 net profit, which is high and not commensurate with the size and complexity of the business. We believe executive remuneration structures should carry a component of performance linked pay to establish a link between remuneration and company performance.

Page 36 of 90

09 August 2017 AGM


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PARAG MILK FOODS LTD

Revise remuneration payable to Pritam Shah as Managing Director to Rs. 24 mn from Rs. 12 mn with effect from 1 October 2016 till 31 March 2018

In November 2016, the board approved an increase in his remuneration to Rs. 30 mn from Rs. 12 mn with effect from 1 October 2016. However, as there are inadequate profits for payment of managerial remuneration (as per Section V of Companies Act 2013), the company proposes to revise the remuneration to Rs. 24 mn. His FY17 remuneration of Rs. 20. 7 mn was 112x the median employee remuneration. The company’s profitability has reduced by 64% over FY17; overall promoter family remuneration is 28% of consolidated FY17 net profit, which is high and not commensurate with the size and complexity of the business. We believe executive remuneration structures should carry a component of performance linked pay to establish a link between remuneration and company performance.

Ratify remuneration of Rs. 90,000 to Harshad S Deshpande & Associates as cost auditors for FY18


HONEYWELL AUTOMATION INDIA

LTD.


To declare final dividend of Rs.10.0 per share of face value Rs.10.0

The total dividend outflow including dividend tax for FY17 is Rs. 0. 1 bn. The dividend payout ratio for FY17 is 6. 3%.

Appoint Ms. Tina Pierce (DIN: 07714933) as Non-Executive Non-Independent Director

Ms. Tina Pierce is Vice President and Chief Financial Officer of Honeywell Process Solutions. She is liable to retire by rotation and her appointment is in line with all statutory requirements.

Ratify Deloitte Haskins & Sells LLP’s appointment as statutory auditors and fix remuneration

Deloitte Haskins & Sells LLP 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 and follows the spirit of Section 139 of the Companies Act, 2013.

Approve related party transactions with Honeywell International Inc, Honeywell Measurex (Ireland) Limited and Honeywell Turki-Arabia Limited up to Rs.17.9 bn

The company generates a large percentage of its sales and profits from its business with the Honeywell group. Sales to the group accounted for approximately 38% in FY17. The proposed transactions are at arm’s length and in the ordinary course of business.

Fix commission for non-executive directors at an amount not exceeding 1% of net profits for five years from 1 April 2017

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.


Ratify interim dividend of Rs. 2.50 per equity share and declare final dividend of Rs. 5.0 per equity share (face value Rs. 2.0)

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.

Reappoint SRBC & Co LLP as statutory auditors for five years and fix their remuneration

They have been the statutory auditors for the past five years. Their reappointment is in line with the requirements of Section 139 of the Companies Act 2013.

Page 37 of 90

10 August 2017 BHARAT FORGE LTD. AGM

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Approve remuneration of Rs. 1 mn payable to Dhananjay V Joshi & Associates as cost auditors for FY18


MONSANTO INDIA LTD.


Declare final dividend of Rs.15.0 per equity share (FV of Rs.10.0)

The total dividend for FY17 is Rs. 30. 0/- per share, including an interim dividend of Rs. 15. 0 per share. The total dividend outflow (including dividend tax for FY17) is Rs. 0. 6 bn, while the dividend payout ratio is 42. 2%.

Reappoint Piyush Nagar (DIN: 02272383) as a Non-Executive Non-Independent Director retiring by rotation

Piyush Nagar has attended 50% of board meetings in FY17. We expect directors to take their fiduciary responsibility seriously and attend all the meetings. He retires by rotation and his reappointment is in line with all the statutory requirements.

Appoint MSKA & Associates as statutory auditors for a period of five years and fix their remuneration

MZSK & Associates’ appointment is in line with the requirements of Section 139 of the Companies Act 2013.

Reappoint Shilpa Shridhar Divekar (DIN: 06619353) as Managing Director for a period of three years with effect from 1 September 2017 and fix her remuneration

Shilpa Shridhar Divekar (DIN: 00044840) was appointed as MD in 2014. The company proposes to reappoint her for a term of three years. Her reappointment is in line with the statutory requirements. Her proposed annual remuneration, estimated at Rs. 18. 1 mn, is in line with peers and commensurate with the size and scale of operations. She is eligible for long term incentives from the global parent – Monsanto Company, USA. We expect the company to provide an absolute cap on the long-term incentives to be paid to her.

Ratify remuneration of Rs. 250,000 payable to ABK & Associates as cost auditors for FY18


To enter into related party transactions with Monsanto Company, USA (ultimate holding company) aggregating Rs. 2.2 bn for FY18 and FY19

Monsanto India proposes to enter into related party transactions including purchase of IPA salt of glyphosate technical, payment of royalty, product development, testing of IPA Salt and K-Salt, import of miscellaneous items and reimbursement of expenses with Monsanto Company, USA (Monsanto USA). Significant amount of proposed transactions is for purchase of IPA salt of Glyphosate technical – upto Rs. 2000. 0 mn for FY18 and FY19 respectively. While the company has paid royalty of Rs. 55. 6 mn and Rs. 78. 4 mn in FY16 and FY17 respectively, it seeks approval to pay royalty to Monsanto USA of up to Rs. 150. 0 mn for FY18 and FY19 respectively. The company pays royalty to Monsanto USA for import of germplasm. Monsanto USA supplies this product to the company free of cost against which it charges a royalty of 4% upon successful commercialization of new hybrids containing germplasm. These transactions are at arm’s length and critical for its operations.

SUDARSHAN CHEMICAL INDS. LTD.


Confirm interim dividend of Rs 2.5 per share and declare final dividend of Rs 1.0 on equity shares of face value Rs 2.0

Sudarshan Chemical Industries Ltd. (SCIL) paid an interim dividend of Rs 2. 5 per share and proposes a final dividend of Rs 1. 0 on equity shares of face value Rs 2. 0 for FY17, taking total dividend for the year to Rs 3. 5 per share. The pay-out ratio for the year is 32. 6%.

Reappoint K. L. Rathi (DIN 00018567) as director liable to retire by rotation

K. L. Rathi, promoter, has been with the company since inception in an executive capacity initially and is now a non-executive director. His reappointment is in line with all statutory requirements.

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10 August 2017 AGM

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SUDARSHAN CHEMICAL INDS. LTD.

Appoint BSR & Associates LLP as statutory auditors for five years

SCIL proposes to appoint BSR & Associates LLP as as statutory auditors for a period of five years with ratification each year. Prior to BSR & Associates, B. K. Khare & Co. Were the statutory auditors of the company. The appointment is in line with the provisions of Section 139 of the Companies Act 2013.

Appoint A. B. Rathi, (DIN 00018614) as director liable to retire by rotation

Ajoy Rathi is from the promoter family. He is B. Tech, from University of Madras, M. S. Chemical Engg. From University of Detroit, USA and an MBA. He is the Managing Director of RIECO Industries Ltd. (RIECO), a wholly owned subsidiary of SCIL. RIECO manufactures air pollution control equipment and pneumatic conveying systems. His appointment is in line with all statutory requirements.

Fix remuneration to cost auditors, Parkhi Limaye & Co., for FY18

Payment to cost auditors for FY18 aggregates Rs. 0. 1 mn (excluding GST and reimbursement of out-of-pocket expenses) which is commensurate to the size of the company.

ASAHI INDIA GLASS LTD.


Declare final dividend of Rs.1 per share (Face Value: Re.1)

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%.

Reappoint B. M. Labroo as a Non-Executive, Non-Independent Director

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.

Reappoint Masahiro Takeda as a Non-Executive, Non-Independent Director

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.

Appoint VSSA & Associates as statutory auditors for a period of five years and to fix their remuneration

VSSA & Associates’ appointment as statutory auditors is in line 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.

Appoint Dr. Satoshi Ishizuka (DIN 07692846) as a Non-Executive, Non-Independent Director

Dr. Satoshi Ishizuka is the Sr. Advisor (QA) of Maruti Suzuki India Ltd. His appointment is in line with the statutory requirements.

Appoint Eisuke Shiozaki (DIN: 07797863) as an Independent Director for a period of five years from 24 May 2017

Eisuke Shiozaki is the Senior Vice President, Mitsubishi Corporation, Japan. His appointment is in line with the statutory requirements.

Ratify remuneration of Rs. 150,000 (plus service tax and out of pocket expenses) for Ajay Ahuja & Associates., as cost auditors for FY18

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.

Approve payment of commission of upto 0.1% of net profit of FY17 in addition to remuneration to Masaru Omae as Dy. MD & C.T.O. (Auto)

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.

Page 39 of 90

10 August 2017 AGM

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ASAHI INDIA GLASS LTD.

Approve revision in remuneration of Mr. Masaru Omae, Whole-time Director designated as Dy. MD & C.T.O. (Auto) from 1 April 2017

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.


Confirm interim dividend of Rs.0.6 per equity share and declare final dividend of Rs.0.6 per equity share (FV of Rs.2.0)

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%.

Reappoint Amit Kalyani (DIN: 00089430) as a Non-Executive Non-Independent Director retiring by rotation

Amit Kalyani, 41, is an executive director on the board of Bharat Forge Limited. He has attended 25% of board meetings this year and 38% of board meetings over the last three years (5 meetings attended out of 13). We expect directors to take their fiduciary responsibilities seriously and attend all the meetings.

Ratify B S R & Co. LLP as statutory auditors for one year and fix their remuneration

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 the requirements of Section 139 of the Companies Act 2013.

Ratify remuneration of Rs. 100,000 payable to V.J. Talati & Co. as cost auditors for FY18




The total dividend outflow including dividend tax for FY17 is Rs. 296. 1 mn. The dividend payout ratio for FY17 is 40. 3%.

Reappoint Amit Dixit (DIN: 01798942) as Non-Executive Non-Independent Director

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.

Ratify B S R & Co. LLP’s reappointment as statutory auditors and fix remuneration

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 and follows the spirit of Section 139 of the Companies Act, 2013.



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%.

Reappoint Daljit Mirchandani as Non-Executive Non-Independent Director

Daljit Mirchandani, 70, is the Former CMD, Ingersoll Rand (India) Limited. He retires by rotation and his reappointment is in line with statutory requirements.

Ratify P G Bhagwat as statutory auditors for one year and fix their remuneration

The company seeks to ratify P G Bhagwat as statutory auditors for one year. Their ratification is in line with the requirements of Section 139 of the Companies Act 2013.

Page 40 of 90

11 August 2017 PRAJ INDUSTRIES LTD. AGM

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Approve remuneration of Rs. 275,000 payable to Dhananjay V Joshi & Associates as cost auditors for FY18


Sachin Raole, 47, is the CFO and President - Finance and Commercial. His appointment is in line with statutory requirements.

Appoint Sachin Raole as Whole Time Director from 16 January 2017 to 31 July 2019 and fix his remuneration

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.

Reappoint Pramod Chaudhari as Executive Chairperson for two years with effect from 1 August 2017 and fix his remuneration

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.


Reappoint Sudarshan Venu (DIN: 03601690) as an Executive Director

Sudarshan Venu, 28, represents the promoter family on the board. He has been the Joint Managing Director for the past 4 years. His reappointment meets all statutory requirements.

Ratify appointment of V Sankar Aiyar & Co. as statutory auditors for FY18 and fix their remuneration

The ratification of V Sankar Aiyar & Co. ’s appointment is in line with the requirements of Section 139 of the Companies Act 2013.

Fix commission to Independent Directors for an amount not exceeding 1% of net profits for five years, w.e.f. 1 April 2018

TVS Motor proposes to pay commission of upto 1% of net profits, to its independent directors. It must consider setting a cap on the commission payable, given the gap between actual payments and what is being proposed.

Appoint Rajesh Narsimhan (DIN: 07824276) as an Independent Director for three years

Rajesh Narsimhhan, 51, has a Masters degree in Computer Application and a MBA from IIM, Ahmedabad. He has almost 30 years of experience of working in organizations like Hewlett Packard, Covansys. He brings extensive experience in General Management, Technology and Business transformation. His appointment meets all statutory requirements.

Approve remuneration of Rs. 0.5 mn for AN Raman as cost auditors for FY18


CADILA HEALTHCARE LTD.


As the accounts are audited and no qualifications have been raised by the statutory auditors.

Confirm interim dividend of Rs.3.2 per equity share (face value of Re.1.0)

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%.

Reappoint Mukesh M. Patel (DIN: 00053892) as a Non-Executive Non-Independent Director retiring by rotation



Page 41 of 90

11 August 2017 AGM

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CADILA HEALTHCARE LTD.

Appoint Dr. Sharvil P. Patel (DIN: 00131995) as Managing Director for a period of five years with effect from 1 April 2017 and fix his remuneration

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.

Ratify remuneration of Rs.1.0 mn payable to Dalwadi & Associates as cost auditors for FY18

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.

Issue secured redeemable non-convertible debentures up to Rs.35.0 bn on a private-placement basis

The issuance of non-convertible debentures on private placement basis will be within the company’s overall borrowing limit.

Appoint Ganesh N. Nayak (DIN: 00017481) as a Director liable to retire by rotation

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.

Appoint Ganesh N. Nayak as Executive Director and COO for a period of three years with effect from 12 July 2017 and fix his remuneration

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.

Appoint Dr. Sharvil P. Patel (DIN: 00131995) as Managing Director for a period of five years beginning 1 April 2017

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.

Approve inter-corporate transactions upto Rs.12.0 bn

The company’s inter-corporate transactions were Rs. 9. 2 bn as on 31 March 2017. The additional headroom of Rs. 2. 8 bn 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.

THYROCARE TECHNOLOGIES LTD.

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

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

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

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

Confirm interim dividend of Rs. 5.0 per share and declare final dividend of Rs.5.0 per share (Face Value: Rs.10)

The company proposes to pay final dividend of Rs. 5 per share of FV Rs. 10. 0 for FY17. This is in addition to the interim dividend of Rs. 5. 0 per share paid during the year. The aggregate dividend per share is Rs. 10. 0. The dividend amount including the dividend tax is Rs. 0. 6 bn. The dividend payout ratio for FY17 is 86. 4%.

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12 August 2017 AGM

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THYROCARE TECHNOLOGIES LTD.

Appoint Dr. Indumati Gopinathan (DIN 06779331) as an Non-Independent, Non-Executive Director in place of Sohil Chand, who has decided not to seek reappointment

Sohil Chand is a Nominee of Norwest Venture Partners Fund VII A. He attended 50% of the meetings in FY17 and 42% of the meetings in FY16. We expect directors to take their responsibilities seriously and attend all board meetings. We have a threshold of 75% attendance of board meetings, over a three-year period, while voting on re-appointment of directors.

Ratify BSR & Co. LLP as statutory auditors for FY18

BSR & Co. LLP were reappointed as statutory auditors of the company at the FY16 AGM. The ratification of BSR & Co. LLP is in line with the requirements of the Companies Act 2013.

Reappoint Dr. A. Velumani as MD & CEO for a term of three years from 1 April 2017 and fix his remuneration

Dr. A. Velumani is the promoter MD & CEO. His FY17 remuneration of Rs. 16. 0 mn was 72. 73x the median employee remuneration. He has opted to take a token remuneration of Re. 1. 0 per month. He will be eligible to receive perquisites in addition to salary. This will also be the minimum remuneration. The proposed remuneration is commensurate with the size and complexities of his responsibilities.

Reappoint A. Sundararaju as ED & CFO for a term of three years from 1 April 2017 and fix his remuneration

A. Sundararaju is the promoter ED & CFO. His FY17 remuneration of Rs. 8. 0 mn was 36. 36x the median employee remuneration. His proposed remuneration of Rs. 9. 8 mn is commensurate with the size and complexities of his responsibilities.

Ratify remuneration of Rs. 100,000 (plus service tax and out of pocket expenses) for S Thangavelu, as cost auditors for FY17


Approve ESOS 2017 under which 50,529 options will be granted at face value

The company proposes to grant 50,529 stock options at an exercise price of Rs. 10. 0 (Face Value). The cost of 50,529 stock options at the current market price of Rs. Will be Rs. 36. 1 mn. The annual cost to the company over the vesting period of three years will be 1. 7% of FY17 net profit. While we do not favour stock options issued at a discount to market price, the cost of the scheme is relatively low compared to profits.

SUVEN LIFE SCIENCES LTD.

Adopt the standalone and consolidated financial statements for the year ended 31 March 2017

As the accounts are audited and no qualifications have been raised by the Auditors.

Confirm interim dividend of Rs. 1.0 per share (face value Re.1.0 each)

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).

Reappoint Prof Seyed E Hasnain, (DIN: 02205199) as director liable to retire by rotation

Appoint Tukaram & Co. as statutory auditors for a period of five years

Suven Life Sciences proposed to appoint Tukaram & Co. As statutory auditors for a period of five years with 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 the provisions of section 139 of the Companies Act 2013.

AKZO NOBEL INDIA LTD.


Declare dividend of Rs.22.0 per share (Face Value: Rs.10)

The company proposes to pay final dividend of Rs. 22. 0 per share of FV Rs. 10. 0 for FY17. The dividend amount including the dividend tax is Rs. 1. 2 bn. The dividend payout ratio for FY17 is 50. 1%.

Reappoint Amit Jain as a Non-Executive Non-Independent Director

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14 August 2017 AGM


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AKZO NOBEL INDIA LTD.

Appoint Price Waterhouse Chartered Accountants LLP as statutory auditors for FY18 at remuneration of Rs. 7.3 mn

The company proposes to appoint Price Waterhouse Chartered Accountants LLP as statutory auditors for FY18. However, the proposed appointment for one year is not in line with Section 139(1) of Companies Act 2013, which states that auditors must be appointed for a period of five years. The company must issue a corrigendum to modify the auditor term and comply with the Act.

Not fill casual vacancy caused by the retirement of Nihal Kaviratne CBE

Nihal Kaviratne CBE is the Chairperson. He will retire at the upcoming AGM and the vacancy caused by his retirement will not be filled up.

Ratify remuneration of Rs. 0.75 mn (plus service tax and out of pocket expenses) for Chandra Wadhwa & Co., as cost auditors for FY18



Ratify interim dividend of Rs. 1.90 per share and special dividend of Rs. 27.50 per share (face value Rs. 2.0)


Reappoint Navin Agarwal as Non-Executive Non-Independent Director

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.

Ratify S R Batliboi & Co LLP as statutory auditors for one year and fix their remuneration

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 the requirements of Section 139 of the Companies Act 2013.

Ratify remuneration of Rs. 180,000 payable to KG Goyal & Company as cost auditors for FY18


Pay upto 1% of net profit as commission to Non-Executive directors for five years beginning 1 April 2017

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.

MOTHERSON SUMI SYSTEMS LTD.

Adoption of standalone & consolidated financial statements for the year ended 31 March 2017

To confirm interim dividend of Rs. 2.0 per equity share (face value Re.1.0) as final dividend

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%.

Reappoint Pankaj Mittal as Director liable to retire by rotation

Pankaj Mittal is the Chief Operating Officer of MSSL. He retires by rotation, and his reappointment is in line with the statutory requirements.

Appoint S.R. Batliboi & Co. LLP as statutory auditors for a period of five years

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 the provisions of Section 139 of the Companies Act 2013.

Page 44 of 90

21 August 2017 AGM

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MOTHERSON SUMI SYSTEMS LTD.

To reappoint Pankaj Mital as Chief Operating Officer from 1 April 2017 till 30 September 2021

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.

Approve remuneration of Rs.1.25 mn for M. R. Vyas and Associates as cost auditors for FY18


SOLAR INDUSTRIES INDIA LTD.


Results are audited by statutory auditors and no qualifications gave been raised by them.

Confirm interim dividend of Rs.2.0 per equity share and declare final dividend of Rs.3.0 per equity share (face value of Rs.2.0)

The total dividend for FY17 is Rs. 5. 0/- per equity share and the total dividend outflow (including dividend tax for FY17) is Rs. 0. 5 bn. The dividend payout ratio at 41. 1% for FY17 is lower than 44. 1% in FY16.

Reappoint Kailashchandra Nuwal (DIN: 00374378) as Director

Kailashchandra Nuwal is Executive Vice-Chairperson. He retires by rotation and his reappointment is in line with all the statutory requirements.

Appoint SRBC & Co. LLP and Akshay Rathi & Associates as statutory auditors for five years and fix their remuneration

Their appointment is in line 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. Further, there is no clarity on the experience or background of Akshay Rathi & Associates. 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.

Reappoint Roomie Dara Vakil (DIN: 00180806) as Whole-time Director for a period of one year beginning 1 April 2017

Roomie Dara Vakil’s reappointment is in line with all the statutory requirements. His FY18 proposed remuneration estimated at Rs. 4. 7 mn is in line with peers and commensurate with the company’s size and scale of operations. The remuneration structure does not have any variable pay component. We believe, as a board member, his pay must be aligned with the performance of the company.

Ratify remuneration of Rs. 110,000 payable to Khanuja Patra & Associates as cost auditors for FY18

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

INDIAN HOTELS CO. LTD.

Adoption of standalone financial statements for the year ended 31 March 2017Adoption of consolidated financial statements for the year ended 31 March 2017

Declare final dividend of Re. 0.35 per equity share (face value Re. 1.0)


Mehernosh Kapadia, 64, is Executive Director - Corporate Affairs. He retires by rotation and his reappointment is in line with statutory requirements.

Appoint BSR & Co LLP as statutory auditors for five years and fix their remuneration

Their appointment is in line with the requirements of Section 139 of the Companies Act 2013.

Page 45 of 90

21 August 2017 AGM

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22 August 2017 NCM Management For For

22 August 2017 AGM Management For For As results are audited by Statutory auditors.

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INDIAN HOTELS CO. LTD.

Appoint N Chandrasekaran as Non-Executive Non-Independent Director

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.

Issue Non-Convertible Debentures upto Rs.5 bn on private placement basis

Approve payment of minimum remuneration to Rakesh Sarna as Managing Director and CEO from 1 April 2017 to 30 November 2017

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.


Approve amalgamation of Spectrum Infotech Private Limited (SIPL), a wholly owned subsidiary, with L&T

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.



Approve final dividend of Rs.21 per share (pre-bonus) of face value Rs.2.0 each


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.

Reappoint Subodh Bhargava as an Independent Director for five years w.e.f 30 March 2017

Subodh Bhargava (DIN: 00035672) is the former CEO, Eicher Group. He has been on the board since July 2007. We believe that the length of tenure is inversely proportionate to the independence of a director. Due to his tenure of over 10 years, we consider him as nonindependent. If the company believes he contributes to board deliberations, it must consider appointing him as a non-independent director.

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22 August 2017 AGM

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22 August 2017 TATA MOTORS LTD. AGM Management For For As accounts are audited by independent statutory auditors.


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Reappoint S. N. Subrahmanyan as CEO & MD for a period of five years w.e.f 1 July 2017 and fix his remuneration

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.

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.

Appoint Jayant Damodar Patil as Whole Time Director for a period of five years w.e.f 1 July 2017 and fix his remuneration

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.

Approve issuance of equity linked securities up to Rs.40 bn or $600 mn, whichever is higher

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.

Approve issuance of non-convertible debentures (NCDs) of up to Rs.60 bn

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).

Ratify appointment of Deloitte Haskins & Sells as statutory auditors for FY18

Deloitte Haskins & Sells LLP was appointed as auditors in FY16. The ratification of their appointment is in line with the statutory requirements.

Approve remuneration of Rs. 1.2 mn for R. Nanabhoy & Co. as cost auditors for FY18




Reappoint Dr. Ralph Speth (DIN: 03318908) as a Non-Executive Non-Independent Director

Dr. Ralf Speth, 62, has been the CEO of Jaguar Land Rover for the past seven years. His reappointment meets all statutory requirements.



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22 August 2017 TATA MOTORS LTD. AGM

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23 August 2017 CITY UNION BANK LTD. AGM Management For For

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Appoint Natarajan Chandrasekaran (DIN: 00121863) as a Non-Executive Non-Independent Director

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.

Appoint Om Prakash Bhatt (DIN: 00548091) as an Independent Director for five years, w.e.f. 9 May 2017

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.

Reappoint Satish Borwankar (DIN: 00004695) as an Executive Director and COO for two years, w.e.f. 16 July 2017

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.

Approve remuneration of Rs. 0.5 mn for Mani & Co. as cost auditors for FY18


Issuance of Non-Convertible Debentures (NCDs) on a private placement basis upto Rs. 30.0 bn

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.

Alteration to objects clause of the Memorandum of Association

The alterations are being made to enable the company to enter the insurance industry, and to align the existing MoA with Companies Act 2013. The modification is not detrimental to the interest of minority shareholders.

Alteration to liability clause of the Memorandum of Association

As per the Companies Act 2013, the liability clause should read as: “The liability of the member(s) is limited and this liability is limited to the amount unpaid, if any, on the shares held by them. ” Hence, it is proposed to modify the liability clause. The modification is not detrimental to the interest of minority shareholders.

Adoption of new set of Articles of Association of the Company

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.

Sub-division of one equity share of face value Rs.10 each into five equity shares of Rs.2 each

With the objective of improving liquidity and to make the share more affordable to small shareholders, the company proposes to sub-divide the equity shares of Rs. 10 each to Rs. 2 each.

Alteration to capital clause of the Memorandum of Association

The sub-division of equity shares would require amendment to Clause V of the Memorandum of Association.



Declare equity dividend of Rs. 0.3 per share (Face Value: Rs. 1)

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.

Reappoint Justice (Retd.) S.R. Singharavelu (DIN 03022233) as director liable to retire by rotation

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.

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23 August 2017 CITY UNION BANK LTD. AGM

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To appoint Sundaram & Srinivasan as statutory auditors for one year

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.

To appoint branch auditors and fix their remuneration

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.

To appoint N. Kamakodi (DIN 02039618) as the Managing Director & CEO for a period of three years from 1 May 2017 and to fix his remuneration

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. 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.

Appoint Subramaniam Narayanan (DIN00166621) as Independent Director for a period of five years from 23 August 2017

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.

Appoint R. Mohan (DIN 06902614) as Independent Director from 23 August 2017 till 27 June 2022

R Mohan is former Chief General Manager – CUB. After retirement, he was appointed as non-independent, non-executive director on the board on 28 June 2014. Now that a period of three years since his employment is over, CUB proposes to appoint him as independent director for the remainder of his eight-year tenure. However, since he continued on the board of CUB as non-independent director during this three-year period, we believe that the cooling off period has not truly been observed. The proximity between R Mohan and the CUB management has continued in this three-year period and he cannot be considered independent.

Approve payment of commission to non-executive directors (other than the chairman) for FY17

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.

Approval for raising capital through QIP for an amount not exceeding Rs 5 bn

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.

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23 August 2017 CITY UNION BANK LTD. AGM

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23 August 2017 AGM Management For For As results are audited by statutory auditors.

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Approval for Employee Stock Option scheme ‘CUBESOS-2017’

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.

K P I T TECHNOLOGIES LTD.






The total dividend outflow including dividend tax for FY17 is Rs. 0. 5 mn. The dividend payout ratio is 30. 5%.

Reappoint SB (Ravi) Pandit (DIN: 00075861) as an Executive Director

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.

Ratify B S R & Co LLP’s appointment as statutory auditors and fix remuneration

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 and follows the spirit of Section 139 of the Companies Act, 2013.

Reappoint Ms. Lila Poonawalla (DIN: 00074392) as an Independent Director for five years from 1 April 2017

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.

Reappoint Dr. RA Mashelkar (DIN: 00074119) as an Independent Director for five years from 1 April 2017

Reappoint Adi Engineer (DIN: 00016320) as an Independent Director for five years from 1 April 2017

Adi Engineer was Managing Director of Tata Power Limited. His reappointment is in line with the statutory requirements.

Reappoint Prof. Alberto Vincentelli (DIN: 05260121) as an Independent Director for five years from 1 April 2017

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.



Approve dividend of Rs.17 per share of face value Rs.10.0 each


Peter Mueller (DIN: 03582162) is the Finance Head of Bayer AG (holding company). He has attended four out of five board meetings (80%) in FY17. We expect directors to take their responsibilities seriously and attend all meetings.


Deloitte Haskins & Sells LLP are replacing Price Waterhouse as the statutory auditors. The appointment is in line with the statutory requirements.

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23 August 2017 AGM

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Appoint Ms. Miriam Colling-Hendelkens as a Director

Ms. Miriam Colling-Hendelkens (DIN: 07839649) is the Patents Head of Bayer Group. Her appointment is in line with the statutory requirements.

Approve remuneration of Rs. 0.55 mn for D. C. Dave & Co as cost auditors for FY18


Approve related party transactions with Bayer AG aggregating up to Rs.18 bn each year

In the 2015 AGM, the company had taken shareholder approval to enter into related party transactions (pertaining primarily to purchase and sale of goods) with Bayer Cropscience AG (BCS AG) aggregating up to Rs. 18 bn each financial year. BCS AG and Bayer AG are both part of the promoter group. Pursuant to an internal restructuring, Bayer AG will now control all operations for BCS AG. Consequently, all transactions which were earlier being conducted with BCS AG will now be conducted with Bayer AG. The company is therefore seeking fresh approval to transfer the existing RPT approvals with BCS AG to Bayer AG. Given that the limits and nature of transactions remain unchanged, there will be no material impact on minority shareholders.

Approve related party transactions with Bayer Vapi Private Ltd (BVPL) aggregating up to Rs.6 bn each year

BVPL is part of the promoter group. It is engaged in the manufacture of active ingredients and its intermediaries for use in a wide array of agriculture and environment protection products. Currently, Bayer Cropscience India is purchasing certain active ingredients (API) from BVPL. Considering the technical knowledge possessed by BVPL, the company also intends to procure formulations from BVPL. In the last three years, the transactions with BVPL have been negligible. The company expects this to ramp up and proposes a cap of Rs. 6 bn each year on the RPTs with BVPL. All transactions will be in the ordinary course of business and at arms-length.

ADITYA BIRLA FASHION AND RETAIL

LTD


Sushil Agarwal (DIN: 00060017) is the Group CFO. His reappointment is in line with the statutory requirements.

Ratify appointment of SRBC & Co LLP as statutory auditors for FY18

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.

Appoint Sanjeeb Chaudhuri as an Independent Director for five years w.e.f 9 January 2017

Sanjeeb Chaudhuri (DIN: 03594427) is the former Chief Marketing Officer, Standard Chartered Bank. His appointment is in line with the statutory requirements.

Approve issuance of non-convertible debentures (NCDs) of up to Rs.12.5 bn

Approve Aditya Birla Fashion and Retail Limited Employee Stock Option Scheme (ESOP 2017)

Under the scheme 11. 57 mn (1. 5% of paid up capital) options and restricted stock units (RSUs) are being proposed to be granted. The board/committee will decide the exercise price of the options and the RSUs will be granted at face value. Assuming a 60:40 split between stock options and RSUs (as observed in the past), the annual cost due of the scheme aggregates to Rs. 125 mn (aggregate cost of Rs. 750 mn). This represents 23% of FY17 PAT, which is high.

Approve grant of options to employees/directors of holding company and subsidiaries, under ESOP 2017

The company requires shareholder approval in a separate resolution to extend the ESOS 2017 Plan to the employees of subsidiaries. As stated in resolution #6, the estimated annual cost of the scheme is too high.

L&T TECHNOLOGY SERVICES LTD


As the books of accounts are audited by the statutory auditors and no qualifications are raised by them.

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23 August 2017 AGM

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23 August 2017 TVS Srichakra Limited AGM Management For For

L&T TECHNOLOGY SERVICES LTD

To confirm interim dividend of Rs.3.0 per equity share and to declare final dividend of Rs.4.0 per share of face value Rs.2.0

The aggregate dividend is Rs. 7. 0 per share. The total dividend outflow including dividend tax for FY17 is Rs. 1. 0 bn. The dividend payout ratio for FY17 is 19. 2%.

Reappoint A M Naik (DIN: 00001514) as Non-Executive Non-Independent Director

A M Naik is the Chairperson. He is liable to retire by rotation and his reappointment is in line with all statutory requirements.

Reappoint Amit Chadha (DIN: 07076149) as an Executive Director

Amit Chadha is President, Sales and Business Development. He is liable to retire by rotation and his reappointment is in line with all statutory requirements.

Reappoint Sharp & Tannan as statutory auditors for a period of one year and fix their remuneration

Sharp & Tannan have been associated with the group for over 31 years. Under section 139 of the Companies Act 2013, an audit firm’s tenure may extend to a maximum of two consecutive terms of five years each (maximum 10 years). We extend the above rationale on the reappointment of auditors in companies that are spin-offs of a larger company. For such companies, we construe tenure to include the period for which the company was audited as a division of a larger company. The ratification is neither in line with nor in the spirit of Section 139 of the Companies Act 2013.

Revise the remuneration of Dr. Keshab Panda, CEO and MD, from 1 April 2016 for the remainder of the term

The company has proposed to pay remuneration of Rs. 72. 9 mn (USD 1. 12 mn) per annum from 1 April 2016 and remuneration of Rs. 66. 5 mn (USD 1. 02 mn) per annum from 1 April 2017. He will be paid retention pay of Rs. 13 mn per annum from 1 April 2016 which will cease from 1 April 2017, being the first vesting year of the ESOPs granted to him under the Employee Stock Option Scheme – 2016. He is based out of USA. The proposed remuneration is commensurate with the size and complexity of the business and in line with the peers. In FY17, the ratio of remuneration to median remuneration was 93x (excluding stock options). The company has not given a cap in absolute terms to the profit sharing incentive.

Revise the remuneration of Amit Chadha, President - Sales and Business Development and Whole-Time Director, from 1 July 2016 for the remainder of the term

The company has proposed to pay remuneration of Rs. 46. 5 mn (USD 0. 71 mn) per annum from 1 July 2016 and remuneration of Rs. 45. 8 mn (USD 0. 70 mn) per annum from 1 July 2017. He will be paid retention pay of Rs. 3. 9 mn from 1 July 2016 which will cease from 1 April 2017, being the first vesting year of the ESOPs granted to him under the Employee Stock Option Scheme – 2016. He is based out of USA. The proposed remuneration is commensurate with the size and complexity of the business and in line with the peers. In FY17, the ratio of remuneration to median remuneration was 55x (excluding stock options).

Fix commission for non-executive directors at an amount not exceeding 1% of net profits for five years from 1 April 2018

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.

To receive, consider and adopta. The audited standalone financial statements of the Company for the financial year ended 31st March, 2017, theReports of the Board of Directors and Auditors thereon; andb. The audited consolidated financial statements of the Company for the financial year ended 31st March, 2017 and Report of the Auditors thereon.

Since the financials are audited by the statutory auditors and no qualifications are raised by them.

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23 August 2017 TVS Srichakra Limited AGM

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Management Reappoint J V Ranga Raju as a Director For Against

Management Reappoint N R Alluri as a Director For Against

To appoint a Director in place of Mr. P Vijayaraghavan (holding DIN: 00633205), who retires by rotation and, being eligible,offers himself for re-appointment.

He has attended ~83% of the Board meetings during FY 2016-17. His appointment is in line with statutory requirement.

To appoint M/s. PKF Sridhar & Santhanam, (ICAI Registration No. 003990S / S200018) Chartered Accountants, Chennai, to hold office as Statutory Auditors of the Company and to authorize the Board of Directors of the Company to fix their remuneration.

The Firm has a good reputation and is in business for last 10 years. The appointment is in line with and follows the spirit of Section 139 of the Companies Act, 2013.

Ratification of remuneration payable to Dr. I Ashok, Cost Auditor for the financial year 2017-18.

The remuneration to be paid to the cost auditor is reasonable as compared to the size and scale of the company’s operations

Appointment of Mr R Naresh (DIN 00273609) as Managing Director designated as Executive Vice Chairman.

The remuneration payable is high as compared to the profits of the company

SUNDRAM FASTENERS LTD.


Declare final dividend of Rs. 2.8/- per equity share (face value Re. 1.0) for FY17

Sundram Fasteners paid an interim dividend of Rs. 1. 7/- during the year and has proposed a final dividend of Rs. 2. 8/- per equity share. The total dividend for FY17 is Rs. 4. 5/- per share, while it was Rs. 2. 2/- in FY16. The total dividend outflow (including dividend tax for FY17) is Rs. 1. 1 bn, and the dividend payout ratio is 36. 1%.

Reappoint Ms. Arundhati Krishna (DIN: 00270935) as an Executive Director

Ms. Arundathi Krishna, 44, represents the promoter family on the board. She has been on the board for the past nine years. Her reappointment meets all statutory requirements.



Approve remuneration of Rs. 0.4 mn for P Raju Iyer as cost auditors for FY18



Results audited by statutory auditors and no qualifications have been raised by them.

Approve dividend of Rs.0.4 per share of face value Rs.2.0 each


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 the director has attended at least 50% 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 reappointments only if the director has attended at least 50% of the board meetings held over the previous three-year period.

Page 53 of 90

24 August 2017 N C C LTD. AGM

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24 August 2017 BAJAJ FINANCE LTD. Postal Ballot Management For For

27 August 2017 SANOFI INDIA LTD. Postal Ballot Management For Against


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Appoint S R Batliboi & Associates LLP as statutory auditors for a period of five years and fix their remuneration

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.

Reappoint A A V Ranga Raju as MD for a period of five years w.e.f 1 April 2017 and fix his remuneration

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 the pay in absolute terms.

Reappoint A G K Raju as Executive Director for a period of five years w.e.f 1 April 2017 and fix his remuneration

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 absolute terms.

Reappoint J V Ranga Raju as Executive Director for a period of five years w.e.f 1 April 2017 and fix his remuneration

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.

Ratify remuneration of Rs. 0.2 mn paid to Vajralingam & Co as cost auditors for FY17


To issue securities to Qualified Institutional Buyers (QIB) through Qualified Institutional Placement (QIP) for an amount not exceeding Rs 45.0 bn

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.

Increase loans to Shantha Biotechnics Private Limited, a fellow subsidiary, to Rs.4.45 bn from Rs. 3.30 bn

In the in April 2016 AGM, Sanofi India’s shareholders approved a resolution to extend loans upto Rs3. 3bn to Shantha Biotechnics Private Limited, a wholly-owned subsidiary of Sanofi SA, France. On 31 December 2016, Sanofi India had extended loans aggregating Rs. 3. 1bn under this limit (current exposure unavailable). Shantha Biotechnics’ recent performance metrics are not available, and there is no outstanding credit rating: therefore, Shantha Biotechnics’ credit quality is unascertainable. The board has extended the existing loan’s maturity period by two years to 15 April 2019. The rationale for increasing the loan limit is unclear. Further, we believe the excess cash is better reinvested in the business or returned to shareholders in the form of dividends or buybacks.

JUBILANT FOODWORKS LTD.

a & b. Adoption of standalone and consolidated financial statements for the year ended 31 March 2017


The company has proposed a final dividend of Rs. 2. 5 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. 2 bn. The dividend payout ratio is 29. 5%.

Reappoint Shyam S Bhartia as a Non-Executive, Non-Independent Director

Shyam S. Bhartia is the promoter Chairperson. He retires by rotation and his reappointment is in line with statutory requirements.


The company proposes to appoint Deloitte Haskins & Sells as statutory auditors in place of the retiring auditors, SR Batliboi & Co. Deloitte Haskins & Sells’s appointment as statutory auditors is in line with the requirements of Section 139 of the Companies Act 2013.

Page 54 of 90

28 August 2017 AGM

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28 August 2017 K P R MILL LTD. AGM Management For For As Financials are audited by statutory auditors.

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JUBILANT FOODWORKS LTD.

Appoint Mr. Berjis Minoo Desai (DIN 00153675) as an Independent Director for a period of five years from 29 May 2017

Berjis Minoo Desai (DIN 00153675) was appointed as an Additional Director from 29 May 2017. He is the Former Senior Partner of J. Sagar Associates, a law firm. His appointment is in line in line with statutory requirements.

Appoint Shamit Bhartia (DIN 00020623) as a Non-Executive, Non-Independent Director

Shamit Bhartia is the MD of Hindustan Media Ventures Ltd. He is part of the promoter group. His appointment is in line with statutory requirements.

Appoint Ms. Aashti Bhartia (DIN 02840983) as a Non-Executive, Non-Independent Director

Ms. Aashti Bhartia is an Executive Director of Ogaan India Pvt. Ltd. She was appointed as an Additional Director from 29 May 2017. She is part of the promoter group. Her appointment is in line with statutory requirements.

Appoint Pratik Rashmikant Pota (DIN 00751178) as an Executive Director

Pratik Rashmikant Pota was appointed as CEO and Wholetime Director of the Company with effect from 1 April 2017. He is the former COO, Foods & Beverages (Company Owned), PepsiCo. India His appointment is in line with statutory requirements.

Appoint Pratik Rashmikant Pota as Whole-Time Director and CEO for five years from 1 April 2017 and fix his remuneration

Pratik Rashmikant Pota was appointed as CEO and Wholetime Director of the Company with effect from 1 April 2017. He is a professional with over twenty-four years of diverse experience in the FMCG and telecom industries. The fixed component of his remuneration is capped at Rs. 18. 8 mn. However, there is no clarity on the quantum of variable pay – including stock options. Based on past practices and available information, we estimate his remuneration at Rs. 37. 5 mn, which is commensurate with the size and complexities of his responsibilities.


Approve final dividend of Rs.0.75 per equity share of face value of Rs.5 each

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.

Reappoint CR Anandakrishnan as Director, liable to retire by rotation

Member has attended more than 50% board meetings in past three years. His appointment is in line with statutory requirements.

Appoint BSR & Co as statutory auditors for a year and fix their remuneration

BSR & Co will replace Deloitte Haskins & Sells as statutory auditors. However, the proposed appointment for a year is not in line with Section 139(1) of Companies Act 2013, which states that auditors must be appointed for a period of five years. The company must issue a corrigendum to modify the auditor term and comply with the Act.

Approve remuneration of Rs.50,000 payable to B Venkateswar, cost auditors for FY18


L & T FINANCE HOLDINGS LTD.

Adoption of standalone & consolidated financial statements for the year ended 31 March 2017


The dividend is Rs. 0. 8 per share (face value Rs. 10. 0) unchanged from previous year despite a 34% fall in standalone profitability and pay-out ratio is 58. 5%.

Reappoint R. Shankar Raman as (DIN: 00019798), Director as director liable to retire by rotation

R. Shankara Raman is the CFO and a member of the board of parent company Larsen & Toubro. He is a promoter nominee on the board. Shankar Raman as attended 86% of the board meetings held in FY17: we expect directors to take their responsibilities seriously and attend all board meetings.

Page 55 of 90

28 August 2017 AGM

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L & T FINANCE HOLDINGS LTD.

Ratify appointment of B. K. Khare & Co. and Deloitte Haskins & Sells LLP as joint statutory auditors

L&T Finance Holdings (LTFHL) appointed B. K. Khare & Co. And Deloitte Haskins & Sells LLP as joint auditors for five years from FY17 till FY21 in the AGM of 2016. The ratification of the joint auditor appointment is in line with the provisions of Section 139 of Companies Act 2013.

Appoint Nishi Vasudeva (DIN: 03016991) as Independent Director for five years upto 14 June 2022

Nishi Vasudeva was the CMD of Hindustan Petroleum Corporation from March 2014 till March 2016. She is BA (Economic Honours) from Delhi University and an MBA from IIM Calcutta with over 38 years of experience in the petroleum industry. Her appointment is in line with all statutory requirements.

Appoint Vaishali Kasture (DIN: 01837395), as Independent Director for five years upto 14 June 2022

Vaishali Kasture has 25 years of banking and capital markets experience. She was VP at Citibank, Corporate Bank, MD – India Operations, Goldman Sachs and Partner – Deloitte (Robotics process automation practice). She is the MD and India Country Head – Experian since August 2017. Her appointment is in line with all statutory requirements.

Appoint Pavninder Singh (DIN: 03048302) of Bain Capital as Nominee Director, not liable to retire by rotation

Pavninder Singh is the Managing Director of Bain Capital. He represents Bain Capital’s 31. 8% investment in LTFHL and will replace the outgoing nominee director, Amit Chandra. He will be a non-retiring director as per amendment to the Articles approved by postal ballot of 21 October 2015. His appointment is in line with all statutory requirements.

Approve private placement of non-convertible debenture (NCD) of upto Rs. 20 bn

Approve issue of Non-Convertible Redeemable Preference Shares of upto Rs. 15 bn by way of public offer or on a private placement basis

The preference shares will be redeemable at a maximum period of 7 years. Because the preference shares are non-convertible, there will not be any equity dilution. Given that LTFHL is a core investment company (CIC), the preference shares are raised for onward lending to the finance group / companies. Even if the redeemable preference capital is treated in the nature of long term debt, the change in credit metrics of the company is marginal.


Reappoint Kishore Biyani (DIN: 00005740) as an Executive Director

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.

Ratify NGS & Co. LLP’s appointment as statutory auditors and fix remuneration

NGS & Co. LLP have been the statutory auditors for Future Retail Limited’s erstwhile parent company for 12 years. We believe the audit firm’s long and close proximity to the group may limit their ability to provide a balanced and independent opinion on the company’s accounts.

Appoint Ms. Sridevi Badiga (DIN: 02362997) as an Independent Director for five years from 20 April 2017 FOR

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.

Page 56 of 90

29 August 2017 FUTURE RETAIL LTD AGM

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Revise the remuneration of Kishore Biyani, Managing Director, from 1 April 2017 to 31 March 2018

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.

Revise the remuneration of Rakesh Biyani, Joint Managing Director, from 1 April 2017 to 31 March 2018

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.

To increase the investment limit for Registered Foreign Portfolio Investors (RFPIs) and Foreign Institutional Investors (FIIs) upto 49% of the paid-up capital

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.

Approve related party transactions of up to Rs.54.5 bn with Future Enterprises Limited

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.

INDIAN OIL CORPN. LTD.


Confirm interim dividend of Rs.18 per equity share and declare final dividend of Re.1 per equity share of Rs.10 each

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.

Reappoint Verghese Cherian as Director, liable to retire by rotation

Verghese Cherian (DIN: 07001243) is Wholetime Director (Human Resources). His reappointment is in line with all statutory requirements.

Reappoint Anish Aggarwal as Director, liable to retire by rotation

Anish Aggarwal (DIN: 06993471) is Wholetime Director (Pipelines). His reappointment is in line with all statutory requirements.

Appoint Dr. SSV Ramakumar as Director (Research & Development) beginning 1 February 2017 and fix his remuneration

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.

Page 57 of 90

29 August 2017 AGM

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Management Reappoint N K Parekh as a Director For For

INDIAN OIL CORPN. LTD.

Approve remuneration of Rs.1.85 mn payable to cost auditors for FY18

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.

Private placement of debentures upto Rs.200 bn

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.

MINDA INDUSTRIES LTD.


As Results are audited by statutory auditors and no qualifications have been raised by them.

Declare dividend on 3.5 mn, 3% cumulative preference shares (face value Rs. 10.0) for FY17

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.

To confirm interim dividend of Rs, 1.2/- and declare final dividend of Re. 1.0/- per equity share (face value Rs. 2.0) for FY17

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.

Reappoint Nirmal Minda (DIN: 00014942) as an Executive Director

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.

Ratify reappointment of BSR & Co. LLP as statutory auditors for FY18 and fix their remuneration

The ratification of BSR & Co. LLP’s reappointment is in line with the requirements of Section 139 of the Companies Act 2013.

Approve remuneration of Rs. 0.3 mn for Jitender Navneet & Co. as cost auditors for FY18


To increase the intercorporate transactions limit to Rs. 15.0 bn

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.


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.

PIDILITE INDUSTRIES LTD.


Financials are audited by statutory auditors and no qualifications are raised by them.

Approve final dividend of Rs.4.75 per share of face value Re.1.0 each


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.

Page 58 of 90

31 August 2017 AGM

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PIDILITE INDUSTRIES LTD.

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.

Ratify remuneration of Rs. 0.17 mn to be paid to V J Talati & Co as cost auditors for FY18

The remuneration to be paid to the cost auditor is reasonable compared to the size and scale ofthe company’s operations.





Declare final dividend of Rs.0.26 per equity share and confirm interim dividend of Rs. 0.11 per share (face value of Rs.10.0 per share)

The company proposes to pay a final dividend of Rs. 0. 26 per equity share carrying a face value of Rs. 10. 0 each. This is in addition to the interim dividend of Rs. 0. 11 per share paid during the year. The aggregate dividend per share is Rs. 0. 37. The total dividend (including dividend tax) amounts to Rs. 282. 6 mn. For FY17 the dividend payout ratio is 59%.

Reappoint MV Subba Rao as an Executive Director

MV Subba Rao is Chairperson and MD. He retires by rotation and his reappointment is in line with all statutory requirements.

Reappoint N Vidyananda as an Executive Director

N Vidyananda is Director – Production & Projects. He retires by rotation and his reappointment is in line with all statutory requirements.

Fix remuneration of auditors to be appointed by the Comptroller and Auditor General of India for FY18

Anand & Ponnappan were paid Rs. 0. 66 mn as statutory auditors in FY17. The company has not provided the name of the auditors that are proposed to be appointed. 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. 0. 66 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.

Appoint S.K. Gorai (DIN: 07223221) as Director Finance for a period of five years from 11 November 2016 and fix his remuneration

S. K. Gorai was appointed as an Additional Director from 11 November 2016. He is the Former Group General Manager (F & A) of Telecommunications Consultants India Limited. His terms of appointment are not disclosed: notwithstanding, he is liable to retire by rotation. He was paid Rs. 0. 8 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.

Appoint Saraswati Prasad (DIN: 07729788) as Non-Executive, Non-Independent Director

Saraswati Prasad was appointed as an Additional Director from 8 February 2017. He is the Additional Secretary and Financial Adviser, Ministry of Steel. He is a Nominee Director of Government of India. His appointment is in line with all statutory requirements. His terms of appointment are not disclosed: notwithstanding, he is liable to retire by rotation.

Page 59 of 90

31 August 2017 KIOCL LIMITED AGM

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Appoint Dr. Deepika Sharma (DIN: 07734495) as an Independent Director for a period of three years from 10 February 2017

Dr. Deepika Sharma was appointed as an Additional Director from 10 February 2017. She is a doctor and her appointment is in line with all statutory requirements.

Ratify remuneration of Rs. 50,000 (plus service tax and out of pocket expenses) for CMA Shivannarayana G, Partner, PKR & Associates LLP as cost auditors for FY18


CENTURY PLYBOARDS (INDIA) LTD.



Declare dividend of Re.1 per equity share of face value of Re.1 each

The total outflow on account of dividend is Rs. 267. 4 mn, same as previous year. The dividend payout is 14. 4% v/s 15. 7% in the previous year.

Reappoint Hari Prasad Agarwal as Director, liable to retire by rotation

Hari Prasad Agarwal (DIN: 00266005) belongs to the promoter family and is the Vice Chairperson. His reappointment is in line with all statutory requirements.

Reappoint Prem Kumar Bhajanka as Director, liable to retire by rotation

Prem Kumar Bhajanka (DIN:00591512) is designated Managing Directors: the company has four Managing Directors on the board. His reappointment is in line with all statutory requirements.

Ratify Singhi & Co as statutory auditors and fix their remuneration for FY18

Singhi & Co were appointed as statutory auditors for five years at the 2014 AGM. The ratification is in line with all statutory requirements.

Appoint Vijay Chhibber as Independent Director for three years beginning 1 February 2017

Vijay Chhibber (DIN: 00396838) is a former IAS officer. His appointment is in line with all statutory requirements.

Appoint Debanjan Mandal as Independent Director for three years beginning 1 August 2017

Debanjan Mandal (DIN: 00469622) is partner at Fox and Mandal, law firm. His appointment is in line with all statutory requirements.

Appoint Sunil Mitra as Independent Director for three years beginning 3 August 2017

Sunil Mitra (DIN: 00113473) is a former IAS officer. His appointment is in line with all statutory requirements.

Appoint Ms. Nikita Bansal as Director, liable to retire by rotation

Ms. Nikita Bansal (DIN: 03109710) is 27 years old and lacks the requisite experience to be a board member.

Appoint Ms. Nikita Bansal as Wholetime Director for five years beginning 1 February 2017 and fix her remuneration

Ms. Nikita Bansal’s proposed remuneration is estimated at Rs. 3. 6 mn. She is 27 years old and lacks the requisite experience to be a board member.

Reappoint Hari Prasad Agarwal as Vice Chairperson for five years beginning 1 June 2017 and fix his remuneration

Hari Prasad Agarwal’s proposed remuneration is estimated at Rs. 7. 2 mn. This is in line with peers and commensurate with the performance of the company.


Approve increase in authorized share capital to Rs. 150.0 bn and consequently alter the capital clause of the Memorandum of Association (MOA)

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.

Issue one equity share of Rs.10 each as bonus for each equity share held in the company

The bonus issue will increase the liquidity of the equity shares with higher floating stock and make the equity shares more affordable.

Page 60 of 90

01 September 2017 Postal Ballot

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Approve Reliance Industries Limited Employees Stock Scheme 2017 (ESOS 2017) under which 63.3 mn stock options will be issued

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.

Approve grant of stock options to the employees of subsidiaries of the company under Reliance Industries Limited Employees Stock Scheme 2017 (ESOS 2017)

Through a separate resolution, the company is seeking approval to grant options to the employees of its subsidiaries.


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

Reappoint Girish Agarwal as a Non-Executive, Non-Independent Director

Girish Agarwal is part of the promoter group. He heads the marketing and related operations of the Group. He retires by rotation and his reappointment is in line with statutory requirements.

Appoint Price Waterhouse Chartered Accountants LLP and Gupta Mittal & Co as Joint statutory auditors for five years and fix their remuneration

The company proposes to appoint Price Waterhouse Chartered Accountants LLP and Gupta Mittal & Co as Joint statutory auditors in place of the retiring auditors, S. R. Batliboi & Associates LLP and Gupta Navin K. & Co. The company has not provided any details regarding Gupta Mittal & Co. As a best practice, the company must provide a brief profile of the statutory audit firm and its partners and their relevant experience at the time of appointment and reappointment.

Ratify remuneration of Rs. 25,000 (plus service tax and out of pocket expenses) for K. G. Goyal & Associates, as cost auditors for Radio Business paid/payable for FY17 and FY18

The board has approved the appointment of K. G. Goyal & Associates as cost auditors for FY17 and FY18 on a total remuneration of Rs. 25,000 plus applicable service tax and out of pocket expenses for the Radio Business. 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.

MARUTI SUZUKI INDIA LTD.


Declare final dividend of Rs. 75.0 per equity share (face value Rs. 5.0) for FY17

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.

Reappoint Toshihiro Suzuki (DIN: 06709846) as a Non-Executive Non-Independent Director

Toshihiro Suzuki, 59, represents the promoter group on the board. His reappointment meets all statutory requirements.

Reappoint Shigetoshi Torii (DIN: 06437336) as an Executive Director

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.

Ratify appointment of Deloitte Haskins & Sells LLP as statutory auditors for FY18 and fix their remuneration

The ratification of Deloitte Haskins & Sells LLP’s appointment is in line with the requirements of Section 139 of the Companies Act 2013.

Reappoint Shigetoshi Torii (DIN: 06437336) as Director (Production) for three years, w.e.f. 31 July 2017

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.

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05 September 2017 AGM

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MARUTI SUZUKI INDIA LTD.

Appoint Ms. Renu Sud Karnad (DIN: 00008064) as an Independent Director for five years, w.e.f. 27 July 2017

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.

Approve remuneration of Rs. 0.22 mn for RJ Goel & Co. as cost auditors for FY18


Adopt new set of Articles of Association (AoA) and Memorandum of Association (MoA) in conformity with Companies Act 2013

The revised AoA and MoA are being adopted to comply with the provisions of Companies Act, 2013.

Adopt the standalone and consolidated financial statements for the year ended 31 March 2017

Confirm interim dividend of Rs. 1.5 per share and declare a final dividend of Rs 2.5 per share (face value of Re.1.0 each)

The total dividend is Rs 4. 0 per share for FY 17 and including dividend tax amounts to Rs. 0. 7 bn. The dividend payout ratio is 14. 5% in FY17 (16. 3% in FY16). The payout ratio is low.

Reappoint Rajnish Sarna (DIN 06429468) as a director liable to retire by rotation

Rajnish Sarna, 48 is Whole-time Director of the company. He retires by rotation and his reappointment is in line with all statutory requirements.

Appoint Price Waterhouse, LLP as statutory auditors for five years

PI Industries proposes to appoint Price Waterhouse, LLP as its statutory for five years with a ratification each year. Prior to the appointment, S. S. Kothari Mehta & Co. Were the company’s auditors for the past 22 years. The appointment is in line with provisions of Section 139 of the Companies Act 2013.

Fix remuneration to cost auditors, K. G. Goyal & Co., at Rs.275,000 for FY18

Remuneration of Rs. 275,000 to be paid to the cost auditors in FY18 is reasonable compared to the size and scale of operations.

Appoint Arvind Singhal (DIN: 00092425) as director liable to retire by rotation

Arvind Singhal is brother of promoter Salil Singhal. He is currently the MD of Wolkem India Ltd. He was the Joint MD of PI Industries from December 1979 till December 2001 and a non-executive director till December 2006. His appointment is in line with all statutory requirements.

Appoint T.S. Balganesh (DIN: 00648534), as Independent Director for three years effective the date of the AGM

T. S. Balganesh is a PhD. In Medical Microbiology from University of Calcutta. He has more than 30 years’ experience in antibacterial drug discovery, including as Head of Research at AstraZeneca’s antibacterial drug discovery unit in Bangalore. He was also the MD of AstraZeneca India Pvt. Ltd. Currently, he is President and Director on the board of GangaGen Biotechnologies Pvt. Ltd, Bangalore. His appointment is in line with all statutory requirements.

Reappoint Mayank Singhal (DIN: 00006651) as Managing Director & CEO for five years from 1 October 2017 and to fix his remuneration

Mayank Singhal was paid a remuneration of Rs 87. 9 mn in FY17, up 30% from his remuneration in FY16. As per our estimates his proposed remuneration for FY18 will be around 113. 1 mn. We have raised a transparency flag as there is no cap on commission and the final amount is left to the discretion of the board. As a good practice, companies must provide reasonable information for shareholders for them to make informed decisions, and provide a cap (in absolute amounts) on the variable (long-term and shortterm) components of the remuneration structure. However, the current remuneration is in line with the performance of the company and commensurate with that paid to peers in the industry. We expect the company to be judicious in its payouts as it has been in the past.

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06 September 2017 P I INDUSTRIES LTD. AGM

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Reappoint Rajnish Sarna (DIN: 06429468) as Wholetime Director for five years from 7 November 2017 and to fix his remuneration

Rajnish Sarna was paid a remuneration of Rs 54. 3 mn in FY17, up 33% from his remuneration in FY16. As per our estimates his proposed remuneration for FY18 will be around 69. 2 mn. While the company has not disclosed the number of ESOPs granted every year it includes the perquisite vale of ESOPs exercised in his total remuneration. We raise a transparency flag as there is no cap on commission or any details on ESOPs for Rajnish Sarna and the final amount is left to the discretion of the board. As a good practice, companies must provide a cap (in absolute amounts) on the variable (long-term and short-term) components of the remuneration structure. However, the current remuneration is in line with the performance of the company and commensurate with that paid to peers in the industry. We expect the company to be judicious in its payouts as it has been in the past.

Reappoint Narayan K. Seshadri (DIN 00053563) as Independent Director for five years from date of the AGM

Narayan Seshadri has been associated with the company for an extended tenure of 12 years. We believe the length of the tenure is inversely proportionate to the independence of a director. If PI Industries believes it will benefit from Narayan Seshadri serving on its board, it should appoint him as non-independent director.

Reappoint Pravin K. Laheri (DIN 00499080) as Independent Director for five years from date of the AGM

Pravin Laheri has been associated with PI Industries for 8 years: reappointment for another 5 years will result in a cumulative tenure of over 10 years. We note that the reappointment is currently in line with the requirements of Companies Act 2013 and SEBI’s (LODR) Regulations 2015. Notwithstanding, we believe that the tenure of directors is inversely proportionate to their independence. Therefore, we will consider him as nonindependent once his tenure crosses 10 years: this will impact our view on the company’s board composition and on coming board appointments and reappointments.

Reappoint Ms. Ramni Nirula (DIN: 00015330) as Independent Director for five years from date of the AGM

Ramni Nirula has been associated with PI Industries for 7 years: reappointment for another 5 years will result in a cumulative tenure of over 10 years. We note that the reappointment is currently in line with the requirements of Companies Act 2013 and SEBI’s (LODR) Regulations 2015. Notwithstanding, we believe that the tenure of directors is inversely proportionate to their independence. Therefore, we will consider her as nonindependent once her tenure crosses 10 years: this will impact our view on the company’s board composition and on coming board appointments and reappointments.



AVENUE SUPERMARTS LTD


Reappoint Elvin Machado as Director, liable to retire by rotation

Elvin Machado (DIN: 07206710) is the Wholetime Director. His reappointment is in line with all statutory requirements.

Appoint SRBC & Co as statutory auditors for five years and fix their remuneration

SRBC & Co will replace Dalal & Shah as statutory auditors. Their appointment is in line with all statutory requirements.

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AVENUE SUPERMARTS LTD

Pay upto 1% of net profit as commission to Non-Executive Directors for five years beginning FY18

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.

Issue Non-Convertible Debentures upto Rs.10 bn on private placement basis

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.

J K LAKSHMI CEMENT LTD.



Declare final dividend of Re. 0.75 per equity share (face value Rs. 5.0)


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.

Appoint SS Kothari Mehta & Co as statutory auditors for three years and fix their remuneration

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.

Approve remuneration of Rs. 125,000 for R J Goel & Co as cost auditors for FY18


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.

To increase shareholding limit for registered Foreign Institutional Investors (FII) and Foreign Portfolio Investors (FPI) to an aggregate limit of 50% from 24% of paid-up share capital

In May 2017, Warburg Pincus sold 25% stake to Domestic and Foreign Institutional Investors. As a result, present shareholding of these FIIs/FPIs/QFIs has crossed 24% limit and is currently 25. 7%. The proposed increase in limit to 50% of paid-up share capital will allow foreign investors to acquire further stake.

Reappoint Dr. (Mrs) Brinda Jagirdar (DIN: 06979864) as an Independent Director for five years, w.e.f. 24 September 2017

Dr. (Mrs) Brinda Jagirdar, 64, has over 36 years of experience in banking industry. She is the former Chief Economist of State Bank of India. She was appointed as an Independent Director on 24 September 2014 for three years. Capital First proposes to reappoint her for another term of five years. Her reappointment meets all statutory requirements.

Sub-division of one equity share of FV Rs 10.0 each into five equity shares of Rs 2.0 each

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.

Alteration of Capital Clause of Memorandum of Association following the sub-division of equity shares

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.

SIYARAM SILK MILLS LTD.


As accounts are audited by independent statutory auditor and no qualifications have been raised by them.

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Approve dividend of Rs.15 per equity share of face value of Rs.10 each

The outflow on account of dividend (including dividend tax) is Rs. 169. 2 mn. The dividend payout is 18. 6% v/s 14. 8% in FY16.

Reappoint Ms. Ashadevi R. Poddar as Director, liable to retire by rotation

Ms. Ashadevi R. Poddar (DIN 00169841) belongs to the promoter family and is the Wholetime Director of the company. Her reappointment is in line with all statutory requirements.

Appoint Songira & Associates as statutory auditors for five years and fix their remuneration

Songira & Associates will replace Jayantilal Thakkar & Co. As statutory auditors. Their appointment is in line with all statutory requirements. As a best practice, the company must provide a brief profile of the statutory audit firm, its partner and their experience, at the time of appointment and reappointment.

Approve remuneration of Rs. 450,000 payable to Bhuta & Associates, cost auditors for FY18


Reappoint Ashok M. Jalan as Senior President and Wholetime Director for five years beginning 30 January 2017 and fix his remuneration

Ashok M. Jalan is a professional. His proposed remuneration is estimated at Rs. 8. 7 mn, including salary, perquisites and commission, which is in line with peers and commensurate with the size and performance of the company. We expect companies to cap the absolute amount of commission payable to executive directors.

Reappoint Gaurav P Poddar as President and Wholetime Director for five years beginning 1 August 2017 and fix his remuneration

Gaurav P Poddar’s proposed remuneration is estimated at Rs. 34. 4 mn, including salary, perquisites and commission. This is higher than peers in industry. We further note that his FY17 remuneration is 341 times the median employee remuneration and the aggregate remuneration of promoter family is Rs. 139. 1 mn, or, 15. 3% of PAT – which is significantly high and not commensurate with the size of the business. We expect companies to cap the absolute amount of commission payable to executive directors.

Appoint Ramesh D. Poddar as Chairperson and Managing Director for five years beginning 1 November 2017

Ramesh D. Poddar’s proposed remuneration is estimated at Rs. 41. 34 mn, including salary, perquisites and commission. This is higher than peers in industry. We further note that his FY17 remuneration is 439 times the median employee remuneration and the aggregate remuneration of promoter family is Rs. 139. 1 mn, or, 15. 3% of PAT – which is significantly high and not commensurate with the size of the business. We expect companies to cap the absolute amount of commission payable to executive directors.

Reappoint Shrikishan D. Poddar as Wholetime Director for five years beginning 1 November 2017 and fix his remuneration

Shrikishan D. Poddar’s proposed remuneration is estimated at Rs. 36. 5 mn, including salary, perquisites and commission. This is higher than peers in industry. We further note that his FY17 remuneration is 387 times the median employee remuneration and the aggregate remuneration of promoter family is Rs. 139. 1 mn, or, 15. 3% of PAT – which is significantly high and not commensurate with the size of the business. We expect companies to cap the absolute amount of commission payable to executive directors.

Pay upto 1% of net profit as commission to Non-Executive directors for five years beginning 1 April 2018

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.

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12 September 2017 AGM Management For For As there is no qualification from Auditors.

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Charge fees from shareholders for the dispatch of documents in the mode requested by them


Sub-divide face value of equity shares from 1 equity shares of Rs.10 each to five equity shares of Rs.2 each

Sub-division in the face value of equity shares will improve the liquidity of shares in the market and make it affordable to small investors.

Sub-division in face value will require alteration to clause V of Memorandum of Association.

Sub-division in face value will require alteration to article 4 of Articles of Association.



Confirm interim dividend of Rs.31.50 per equity share and declare final dividend of Re.1 per equity share of Rs.10 each

The total outflow on account of dividend is Rs. 55. 9 bn. The dividend payout is 69. 5% v/s 37. 3% in the previous year.

Reappoint Ramesh Srinivasan as Director, liable to retire by rotation

Ramesh Srinivasan (DIN: 07164250) is Wholetime Director (Marketing). His reappointment is in line with all statutory requirements.

Fix remuneration of joint statutory auditors to be appointed by the Comptroller and Auditor General of India for FY18

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.

Appoint Rajkumar Duraiswamy as Chairperson and Managing Director beginning 1 October 2016 and fix his remuneration

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.

Appoint Vishal V Sharma as Independent Director for three years beginning 9 February 2017

Vishal V Sharma (DIN: 01213441) is partner at Vishabh Business Services. His appointment is in line with all statutory requirements.

Appoint Paul Antony as nominee director of Government of India with effect from 19 April 2017, liable to retire by rotation

Paul Antony (DIN: 02239492) is Additional Chief Secretary, Government of Kerala. His appointment is in line with all statutory requirements.

Appoint Sivakumar Krishnamurthy as Wholetime Director (Finance) beginning 1 May 2017 and fix his remuneration

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.

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Private placement of non-convertible debentures and/or other debt securities

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.

Ratify related party transaction with Bharat Oman Refineries Limited for FY17 and approve transactions for FY18

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.

Ratify payment of Rs.320,000 as remuneration to cost auditors, ABK & Associates and Bandyopadhyaya Bhaumik & Co, for FY18

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.

TECHNO ELECTRIC & ENGG. CO. LTD.


As financials are audited by statutory auditors and no qualifications are raised by them.

Reappoint Ankit Saraiya as Director, liable to retire by rotation

Ankit Saraiya (DIN: 02771647) belongs to the promoter family. His reappointment is in line with all statutory requirements.

Appoint Singhi & Co as statutory auditors for five years and fix their remuneration

Singhi & Co will replace SS Kothari & Co as statutory auditors. Their appointment is in line with all statutory requirements.

Appoint Dr. Rajendra Prasad Singh as Independent Director for five years beginning 5 August 2016

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.

Adoption of standalone and consolidated financial statements for the period ended 31 March 2017

As accounts are audited by independent statutory auditor and no qualifications have been raised by them.

Declare dividend of Rs. 10.0 per equity share as final dividend (face value Rs. 10.0)

The company has proposed a final dividend of Rs. 10. 0 per equity share (unchanged from that paid in FY16) of face value Rs. 10. 0 for the year ended 31 March 2017. The total dividend outflow including dividend tax for FY17 is Rs. 158. 6 mn. The dividend payout ratio is low at 8. 8%.

Reappoint Prashant Inamdar (DIN 07071502) as director liable to retire by rotation

Prashant Inamdar is Executive Director (Operations) of Force Motors. He is in charge of operations of all plants of the company. He has been on the board since January 2015. He has attended 83% or 5/6 board meetings in FY17.

Appoint Kirtane & Pandit LLP as statutory auditors for five years with a ratification each year at a remuneration of Rs 2.0 mn p.a.

Force Motors proposes to appoint Kirtane & Pandit as its statutory auditors for five years with an annual ratification. The appointment is in line with the provisions of Section 139 of the Companies Act 2013.

Appoint Yeshwant Deosthalee (DIN 00001698) as Independent Director for five years from 13 September 2017

Yeshwant Deosthalee is former chairperson of L&T Finance Holdings and was with the Larsen & Toubro Group for over 40 years. He is a Chartered Accountant and has a degree in law. His appointment meets all statutory requirements.

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13 September 2017 FORCE MOTORS LTD. AGM



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Reappoint Pratap Pawar (DIN 00018985) as Independent Director for five years from 13 September 2017

Pratap Pawar is the Chairman of Sakal Papers Pvt. Ltd. (a newspaper publishing company) He has been associated with Force Motors for an extended tenure of ~11 years. We believe the length of the tenure is inversely proportionate to the independence of a director and classify him as non-independent. If Force Motors believes it will benefit from Pratap Pawar serving on its board, it should appoint him as non-independent director.

Reappoint S. Padmanabhan (DIN 00001207) as Independent Director for five years from 13 September 2017

S. Padmanabhan is a retired IAS officer. He has been associated with Force Motors for an extended tenure of ~11 years. We believe the length of the tenure is inversely proportionate to the independence of a director and classify him as non-independent. If Force Motors believes it will benefit from S. Padmanabhan serving on its board, it should appoint him as non-independent director.

Reappoint Nitin Desai (DIN 00140239) as Independent Director for five years from 13 September 2017

Nitin Desai is the CMD of Desai Brother Ltd (a corporate involved in manufacturing tobacco, food products, finance, investments, hospitality and renewable energy). He has attended 4/6 or 67% of the board meetings in FY17 and 13/17 or 76% of the board meetings since his appointment in September 2015. We expect directors to take their responsibilities seriously and attend all meetings, and vote for their re-appointment if they have attended at least 75% of the board meetings over a 3-year period.

Reappoint Dr. Indira Parikh (DIN 00143801) as Independent Director for five years from 13 September 2017

Dr. Indira Parikh was faculty at IIM Ahmedabad for over 30 years and Dean from 2002 till 2005. She has also taught at INSEAD, Fontainebleu and Texas A&M University. She has attended 83% or 5/6 board meetings in FY17.

Reappoint Arun Sheth (DIN 00086891) as Independent Director for five years from 13 September 2017

Arun Seth has been associated with Force Motors for 6 years: reappointment for another 5 years will result in a cumulative tenure of over 10 years. We note that the reappointment is currently in line with the requirements of Companies Act 2013 and SEBI’s (LODR) Regulations 2015. Notwithstanding, we believe that the tenure of directors is inversely proportionate to their independence. We will consider him as non-independent once his tenure crosses 10 years. Further he has attended 4/6 or 67% of the board meetings in FY17 and 15/22 or 69% of the board meetings since his appointment in September 2015. We expect directors to take their responsibilities seriously and attend all meetings: the re-appointment threshold is attending at least 75% of the board meetings over a 3-year period.

Approve proposal to contribute sum up to Rs. 250 mn to bonafide charitable and other funds

The average net profits of the company of the last three financial years is Rs. 1454. 7 mn and the company is required to spend only Rs. 29. 1 mn for CSR activities. The proposed contributions of up to Rs. 250 mn to charitable and other funds works out as 17. 2% of average net profits of the company of the last three financial years, which is high. We believe, the companies should make charitable contributions within the 5% limit prescribed under section 181.

Approve remuneration of Rs. 0. 23 mn for cost auditor Joshi Apte & Associates in FY18

The board has approved the appointment of Joshi Apte & Associates as cost auditors for FY18 for a total remuneration of Rs. 0. 23 mn (excluding reimbursement of travelling and out-of-pocket expenses). The remuneration is reasonable.

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15 September 2017 PETRONET L N G LTD. AGM Management For For As there is no qualification from Auditors.

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Accepts deposits from the members of the company and public

The board seeks shareholder’s approval to accept deposits from public such that the deposits outstanding do not exceed 25% of paid-up capital, free reserves and securities premium of which, deposits from members to an extent that the deposits outstanding do not exceed 10% of paid-up capital, free reserves and securities premium. The deposits will be unsecured and will be accepted for a term between 6 to 36 months. Based, on our calculation the company can accept fresh deposits upto Rs. 3128. 7 mn, which is high, but we feel that the company will remain judicious in accepting deposits as it has remained in the past. The company’s fixed deposit programme (upto Rs. 500 mn) is rated FAA+/Stable by CRISIL, which denotes high degree of safety regarding timely payment of interest and principal.

Approve amalgamation of Asian Paints (International) Limited (APIL), a wholly owned subsidiary, with Asian Paints Limited

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.


Declare final dividend of Rs.5 per equity share of Rs.10 each

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.

Reappoint KD Tripathi as Non-Executive Non-Independent Director

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.

Reappoint Subir Purkayastha as Non-Executive Non-Independent Director

Subir Purkayastha (DIN 06850526) is the Wholetime Director (Finance) of GAIL and its nominee director. His reappointment is in line with all statutory requirements.

Reappoint DK Sarraf as Non-Executive Non-Independent Director

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.

Reappoint TR Chadha & Co LLP as statutory auditor for five years and fix their remuneration for FY18

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.

Appoint GK Satish as Non-Executive Non-Independent Director

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.

Appoint Dr. T Natarajan as Non-Executive Non-Independent Director

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.

Page 69 of 90

15 September 2017 PETRONET L N G LTD. AGM

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Appoint D Rajkumar as Non-Executive Non-Independent Director

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.

Approve remuneration of Rs.99,990 payable to KL Jaisingh & Co, cost accountants for FY18

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.

Appoint Subhash Kumar as Wholetime Director (Finance) for five years beginning 5 August 2017 and fix his remuneration

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.

Reappoint Rajender Singh as Wholetime Director (Technical) from 14 November 2017 until 19 July 2019 and fix his remuneration

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.

Increase FII investment limit from 30% to 40% of the paid-up equity share capital

This is an enabling provision, which will enable FIIs to further invest in the company.

HINDUSTAN PETROLEUM CORPN.

LTD.


Confirm interim dividend of Rs.28.90 per equity share and declare final dividend of Rs.1.10 per equity share of Rs.10 each

The total outflow on account of dividend is Rs. 36. 7 bn. The dividend payout is 59. 1% v/s 37. 8% in the previous year.

Reappoint Sandeep Poundrik as Non-Executive Non-Independent Director

Sandeep Poundrik (DIN: 01865958) is Joint Secretary (Refineries) of the Ministry of Petroleum & Natural Gas. His reappointment is in line with all statutory requirements.

Reappoint J Ramaswamy as Director, liable to retire by rotation

J Ramaswamy (DIN: 06627920) is the Wholetime Director (Finance). His reappointment is in line with all statutory requirements.

Appoint S Jeyakrishnan as Wholetime Director (Marketing) for five years beginning 1 November 2016 and fix his remuneration

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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HINDUSTAN PETROLEUM CORPN.

LTD.

Appoint Vinod S Shenoy as Wholetime Director (Refineries) for five years beginning 1 November 2016 and fix his remuneration

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.

Appoint Ms. Asifa Khan as Independent Director for three years beginning 13 February 2017

Ms. Asifa Khan has experience in print and electronic media journalism, representation and analysis. Her appointment is in line with all statutory requirements.

Appoint GV Krishna as Independent Director for three years beginning 13 February 2017

GV Krishna is a Chartered Accountant. His appointment is in line with all statutory requirements.

Appoint Dr. Trilok Nath Singh as Independent Director for three years beginning 20 March 2017

Dr. Trilok Nath Singh is Chair Professor at IIT, Mumbai. His appointment is in line with all statutory requirements.

Approve payment of Rs.295,000 as remuneration to cost auditors, ABK & Associates and Dhananjay V Joshi & Associates, for FY18

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.

Approve related party transactions with HPCL Mittal Energy Limited aggregating to Rs.454.5 bn in FY18 and Rs.487.8 bn in FY19

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.

Private placement of non-convertible debentures/bonds aggregating to Rs.60 bn

The proposed issuance will be carved out of the company’s borrowing limit of Rs. 300 bn approved by shareholders in August 2014.

GULF OIL LUBRICANTS INDIA LTD.



Declare dividend of Rs.5 per equity share of face value of Rs.2 each

The company paid interim dividend of Rs. 3. 5 per equity share and proposes a final dividend of Rs. 5 per equity share of face value Rs. 2 each. The total outflow on account of dividend is Rs. 507. 8 mn, an increase from Rs. 417. 6 mn in FY16. The dividend payout is 41. 9% v/s 41. 6% in the previous year.

Reappoint Sanjay G Hinduja as Non-Executive Non-Independent Director, liable to retire by rotation

Sanjay G. Hinduja (DIN:00291692) belongs to the promoter family and is the Chairperson of the board. His reappointment is in line with all statutory requirements.

Ratify Price Waterhouse as statutory auditors and fix their remuneration for FY18

Price Waterhouse was appointed as statutory auditors for five years in 2014 AGM. Their ratification is in line with all statutory requirements.

Reappoint Ravi Chawla as the Managing Director for three years beginning 6 June 2017 and fix his remuneration

Ravi Chawla is a professional. His proposed remuneration is estimated at Rs. 31 mn. This is commensurate with performance of the company and comparable to peers.

Approve remuneration of Rs.275,000 payable to Dhananjay V Joshi & Associates, cost auditors for FY18


TEXMACO RAIL & ENGG. LTD.


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19 September 2017 BHARTI AIRTEL LTD. NCM Management For For


TEXMACO RAIL & ENGG. LTD.

Approve final dividend of Rs.0.25 per share of face value Re.1.0 each


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.

Appoint L. B. Jha & Co as statutory auditors for a period of five years and fix their remuneration

L. B. Jha & Co are replacing K. N. Gutgutia & Co as the statutory auditors. Their appointment is in line with the statutory requirements.

Appoint S. S. Kothari & Co as branch auditors for the Rail EPC business unit

Approve remuneration of Rs. 0.13 mn for DGM & Associates as cost auditors for FY18


Reappoint Ms. Mridula Jhunjhunwala as Independent Director for three years w.e.f 20 Mar 2018

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.

Reappoint Ashok Kumar Vijay as Executive Director for a period of five years w.e.f 1 January 2018 and fix his remuneration

The estimated pay of Rs. 6. 6 mn is in line with peers and commensurate with the size and scale of operations.

Approve excess remuneration paid to the Executive Chairperson, Saroj Poddar, over and above the prescribed limits

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 seeks shareholder 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.

WHIRLPOOL OF INDIA LTD.




Reappoint Anil Berera (DIN: 00306485) as an Executive Director

Anil Berera is Chief Financial Officer. He is liable to retire by rotation and his reappointment is in line with all statutory requirements.

Appoint MZSK & Associates as statutory auditors for a period of five years and fix their remuneration

MZSK & Associates’ appointment is in line with the requirements of Section 139 of the Companies Act 2013.

Approve remuneration of Rs.0.35 mn for R J Goel & Co as cost auditors for the financial year ending 31 March 2018


Approve merger of Telenor (India) Communications Private Limited with Bharti Airtel Limited

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.

POWER GRID CORPN. OF INDIA LTD.


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Confirm interim dividend of Re.1 per equity share and declare final dividend of Rs.3.35 per equity share of Rs.10 each

The total outflow on account of dividend is Rs. 27. 4 bn. The dividend payout ratio is 36. 4% v/s 24. 1% in the previous year.

Reappoint Ravi P Singh as Director, liable to retire by rotation

Ravi P Singh (DIN:05240974) is the Wholetime Director (Personnel). His reappointment is in line with all statutory requirements.

Fix remuneration of statutory auditors to be appointed by the Comptroller and Auditor General of India for FY18

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.

Appoint K Sreekant as Wholetime Director (Finance) for five years beginning 16 August 2016 and fix his remuneration

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.

Appoint Prabhakar Singh as Wholetime Director (Projects) for five years beginning 8 February 2017 and fix his remuneration

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.

Appoint Tse Ten Dorji as Independent Director for three years beginning 16 February 2017

Tse Dorji (DIN:03469466) a retired civil servant and has been an former IAS officer. His reappointment is in line with all statutory requirements.

Appoint Ms. Jyotika Kalra as Independent Director beginning 16 February 2017 to 6 April 2017

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.

Approve payment of Rs.250,000 as remuneration payable to Chandra Wadhwa & Co, cost auditors for FY18


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19 September 2017 ENGINEERS INDIA LTD. AGM Management For For

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Increase borrowing limit from Rs.1,500 bn to Rs.1,800 bn and provide charge on assets

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.

Private placement of non-convertible debentures/bonds/other securities aggregating to Rs.200 bn

The proposed issuance will be carved out of the company’s borrowing limit.

Alteration to objects clause of the Memorandum of Association in order to bring it in line with the Companies Act 2013

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.

Alteration to Articles of Association in order to bring it in line with the Companies Act 2013

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.



Confirm interim dividend of Rs.2.50 per equity share and declare final dividend of Re.0.50 per equity share of Rs.10 each

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.

Reappoint Ajay Narayan Deshpande as Director, liable to retire by rotation

Ajay Narayan Deshpande (DIN: 03435179) is Wholetime Director (Technical). His reappointment is in line with all statutory requirements.

Fix remuneration of statutory auditors to be appointed by the Comptroller and Auditor General of India for FY18

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.

Appoint Vipin Chander Bhandari as Wholetime Director (Human Resources) for five years beginning 26 August 2016 and fix his remuneration

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.

Appoint Rakesh Kumar Sabharwal as Wholetime Director (Commercial) for five years beginning 27 September 2016 and fix his remuneration

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.

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19 September 2017 ENGINEERS INDIA LTD. AGM


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20 September 2017 DALMIA BHARAT LTD. AGM Management For For

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Appoint Ms. Shazia Ilmi Malik as Independent Director beginning 27 March 2017 until 30 January 2020

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. We believe her affiliation may unnecessarily politicize decisions that the company will make, and therefore distract the management from its core focus.

Appoint Jagdish Chander Nakra as Wholetime Director (Projects) for five years beginning 12 April 2017 and fix his remuneration

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.


As financials are audited by statutory auditors and no qualifications have been raised by them.

Declare final dividend of Rs.2.2 per equity share (face value of Rs.2.0)

The total dividend for FY17 is Rs. 2. 2/- per share and the total dividend outflow (including dividend tax for FY17) is Rs. 0. 2 bn, while the dividend payout ratio is 37. 2%.

Reappoint Jayesh Nagindas Doshi (DIN: 00017963) as a Director retiring by rotation

Jayesh Nagindas Doshi is Chief Financial Officer. His reappointment is in line with all statutory requirements.

Ratify the appointment of S. S. Kothari Mehta & Co. as statutory auditors for one year and fix their remuneration

S. S. Kothari Mehta & Co. Were appointed in 2011. Their reappointment is in line with the requirements of Section 139 of the Companies Act 2013.

Approve payment of additional performance bonus of Rs. 23.0 mn to Jayesh Nagindas Doshi for 2016-17 and include perquisites arising out of exercise of stock options in his remuneration structure until his term of appointment

On account of a strong performance in FY17, the company proposes to pay a one-time bonus aggregating Rs. 23 mn to its CFO, Jayesh Doshi. Including this bonus, and the Rs. 10 mn perquisite value of the stock options he has exercised during the year, his FY17 remuneration aggregates Rs. 59. 4, which is comparable to peers.

Revise terms of remuneration for Jai Hari Dalmia (DIN: 00009717) as Managing Director with effect from 1 April 2017

Jai Dalmia is promoter director. His proposed remuneration is estimated at Rs. 53. 3 mn, assuming he continues to not receive any variable pay or commission. While this is significantly higher than the Rs. 19. 5mn paid to him in FY17 (14. 3x the median employee remuneration), it remains comparable to peers (given the size of the company). The company must consider using variable pay to reward for company performance rather than focus solely on increasing fixed pay. In addition, he is the Vice Chairperson and Managing Director in Dalmia Bharat Sugar & Industries Limited (group company; listed). We do not encourage directors to hold an executive position in more than one company. Although holding two executive directorships is allowed under the Companies Act 2013, we expect him to step down as an Executive Director from one of the two companies. He received a remuneration of Rs. 85 mn from Dalmia Bharat Sugar in FY17.

Revise terms of remuneration for Yadu Hari Dalmia (DIN: 00009800) as Managing Director with effect from 1 April 2017

Yadu Dalmia is promoter director. His proposed remuneration is estimated at Rs. 80. 2 mn. While this is significantly higher than the Rs. 23. 1 mn paid to him in FY17 (17x the median employee remuneration and 4% decrease over last year’s remuneration), it remains comparable to peers (given the size of the company). While his previous terms included a commission of up to 3% on net profits, he was not paid any in FY17. Further, his proposed terms include a commission which will be decided by the board. We expect the company will remain prudent while finalizing his remuneration and that it will remain commensurate with size and performance in future.

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ORACLE FINANCIAL SERVICES SOFTWARE

LTD.


As the books of account are audited and no qualifications are raised by the auditors.

Reappoint Maria Smith (DIN 07182337) as director liable to retire by rotation

Maria Smith is Vice President, Assistant Corporate Controller and Vice President, Mergers and Acquisitions Integration for Oracle Corporation. She is responsible for leading the Global Controller & Accounting Operations for EMEA, Americas and Japan. Her reappointment is in line with all the statutory requirements. Maria Smith has attended 86% of the board meetings held in FY17: we expect directors to take their responsibilities seriously and attend all board meetings.

Confirm payment of interim dividend of Rs 170 per share (FV Rs 5) as final dividend for FY17

Oracle Financial Services Software Ltd. (OFSS / Oracle) proposes to confirm interim dividend of Rs 170 per share of face value Rs 5 paid for FY17 as final dividend for the year. In FY16, the company paid a dividend of Rs 100. 0 per share. Total cash outflow on account of dividend and tax thereon for FY17 is Rs 17. 4 bn and pay-out ratio is 135. 2%.

Appoint Mukund M. Chitale & Co. as statutory auditors for five years

OFSS proposes to appoint Mukund M. Chitale & Co. As statutory auditors for five years, with a ratification annually. The appointment is in line with the provisions of Section 139 of the Companies Act 2013.

Appoint Kimberly Woolley (DIN 07741017) as director liable to retire by rotation

Kimberly Woolley is the Assistant General Counsel and Assistant Secretary for Oracle Corporation. Her appointment is in line with all the statutory requirements.

Authorize the board to appoint branch auditors in consultation with statutory auditors and to fix their remuneration

OFSS has branches within and outside India and may also acquire / open branches in the future. The company seeks approval to appoint branch auditors in consultation with the statutory auditors and to fix their remuneration.

BHARAT ELECTRONICS LTD.



Confirm interim dividend of Rs.3 per share of face value Rs.10 and Re.0.9 per share of face value Re.1 and declare final dividend of Rs.1.05 per equity share of Re.1 each


Reappoint Nataraj Krishnappa (DIN: 07506012) as an Executive Director

Nataraj Krishnappa is Director (Other units). He is liable to retire by rotation and his reappointment is in line with all statutory requirements.

Appoint Ms. Anandi Ramalingam (DIN 07616518) as an Executive Director

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.

Appoint M V Gowtama (DIN 07628039) as an Executive Director

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.

Appoint R N Bagdalkar (DIN 07715648) as an Executive Director

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.

Approve remuneration of Rs.0.35 mn for GNV & Associates as cost auditors for the financial year ending 31 March 2018


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BHARAT ELECTRONICS LTD.

Approval for the issue of bonus shares in the ratio of 1:10

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.

CONTAINER CORPN. OF INDIA LTD.


Confirm interim dividend of Rs.9.6 per equity share and declare final dividend of Rs.7.5 per equity share of Rs.10 each


Reappoint Dr. P Alli Rani (DIN 02305257) as an Executive Director

Dr. P Alli Rani is Director (Finance). She is liable to retire by rotation and her reappointment is in line with all statutory requirements.

Reappoint S. K. Sharma (DIN 07522844) as Non-Executive Non-Independent Director

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.

Fix remuneration of Arun K Agarwal & Associates as statutory auditors to be appointed by the Comptroller and Auditor General of India for FY17

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.

Appoint V. Kalyana Rama (DIN: 07201556) as CMD for five years beginning 1 October 2016 and fix his remuneration

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.




Dividend for FY17 is Rs. 1. 5, while it paid a dividend of Rs. 1. 2 in the previous year. The total dividend outflow (including dividend tax for FY17) is Rs. 221. 3 mn, while the dividend payout ratio is 13. 8%.

Reappoint Ms. Nitasha Nanda (DIN: 00032660) as an Executive Director

Ms. Nitasha Nanda, 48, represents promoter family on the board. Her reappointment meets all statutory requirements.

Reappoint GB Mathur (DIN: 00043352) as a Non-Executive Non-Independent Director

GB Mathur, 67, was the Company Secretary of Escorts till January 2015. He is currently engaged in strategic decisions and CSR activities of the company. His reappointment meets all statutory requirements.

Appoint Walker Chandiok & Co. LLP as statutory auditors for a period of five years and fix their remuneration

The appointment of Walker Chandiok & Co LLP is in line with the requirements of Section 139 of the Companies Act 2013.

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21 September 2017 ESCORTS LTD. AGM

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Approve remuneration of Rs. 0.8 mn for Ramanath Iyer & Co. as cost auditors for FY18


Approve payment of professional fees upto Rs.10.0 mn to GB Mathur for services to be rendered in the area of CSR and Special Assignments in FY18

Given that the aggregate CSR spend in FY17 was Rs. 34 mn, GB Mathur’s proposed remuneration is high. Additionally, there is no clarity on what special assignments he has assisted with in the past, or is likely to assist with during the current year. The company must clarify his role and the rationale for his proposed remuneration.

Reappoint Nikhil Nanda as the Managing Director for five years, w.e.f. 19 September 2017

Nikhil Nanda, 43, belongs to the promoter group of the company. He has been on the board for the past 12 years. His proposed remuneration for FY18 is estimated at Rs. 102. 7 mn, which is higher than peers and not commensurate with the size and performance of the company. His proposed remuneration is open-ended with no cap on his commission or his overall remuneration. We also highlight that there are three representatives from promoter directors on the board in an Executive role. The family remuneration in FY17 aggregated Rs. 198. 2 mn, which is high.

Reappoint PH Ravikumar (DIN: 00280010) as an Independent Director for five years

PH Ravikumar, 66, is the Founder and former MD and CEO of National Commodity and Derivatives Exchange Limited (NCDEX). His reappointment meets all statutory requirements.

Reappoint Mrs. Vibha Paul Rishi (DIN: 05180796) as an Independent Director for five years

Mrs. Vibha Paul Rishi, 57, is a former Executive Director- Brand and Human Capital of Max India Ltd. She has also worked in organizations such as Pepsico, Titan and Tata Administrative Services in the past. Her reappointment meets all statutory requirements.

SUN T V NETWORK LTD.


Confirm two interim dividends of Rs.5.0 per share each per equity share (FV Rs.5) as final dividend

Sun TV paid two interim dividends of Rs. 5. 0 per share each (FV Rs. 5). This aggregates to a total dividend of Rs. 10. 0 per share. Total dividend including the dividend distribution tax for the year is Rs. 4. 7 bn. Payout ratio for FY17 is 48. 4%.

Reappoint S. Selvam as a Non-Executive, Non-Independent Director

S. Selvam is a Movie Producer. He retires by rotation and his reappointment is in line with statutory requirements.


The company proposes to appoint Deloitte Haskins & Sells LLP. Their appointment is in line with the requirements of Section 139 of the Companies Act 2013.

Ratify remuneration of Rs. 220,000 (plus service tax and out of pocket expenses) for S. Sundar & Associates, as cost auditors for FY17 and FY18

The total remuneration payable/proposed to be paid to the cost auditors in FY17 and FY18 is reasonable compared to the size and scale of the company’s operations.

GRASIM INDUSTRIES LTD.



Declare final dividend of Rs. 5.5 per equity share (face value Rs. 2.0) for FY17

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.

Reappoint Kumar Mangalam Birla (DIN: 00012813) as a Non-Executive Non-Independent Director

Kumar Mangalam Birla, 50, is the Chairperson of Aditya Birla Group. His reappointment meets all statutory requirements.

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23 September 2017 ORIENT CEMENT LTD. AGM Management For For

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GRASIM INDUSTRIES LTD.

Ratify appointment of BSR & Co. LLP as joint statutory auditors for FY18 and fix their remuneration

The ratification of BSR & Co. LLP’s appointment is in line with the requirements of Section 139 of the Companies Act 2013.

Appoint SRBC & Co. LLP as joint statutory auditors for a period of five years and fix their remuneration

SRBC & Co. LLP’s appointment is in line with the requirements of Section 139 of the Companies Act 2013.

Issuance of Non-Convertible Debentures (NCDs) on a private placement basis upto Rs. 30.0 bn

Approve remuneration of Rs. 1.0 mn for DC Dave & Co. as cost auditors for FY18


Alter the Articles of Association (AoA) by inserting new clauses 63A to 63D

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.

MOLD-TEK PACKAGING LTD.



Confirm interim dividend of Rs.2.0 per equity share and declare final dividend of Rs.1.6 per equity share (face value Rs.5.0)

The total dividend for FY17 is Rs. 3. 6/- per share. The total dividend outflow (including dividend tax for FY17) is Rs. 120 mn, while the dividend payout ratio is 44. 5%.

Reappoint A. Subramanyam (DIN: 00654046) as Director liable to retire by rotation

A. Subramanyam, 63 is Deputy Managing Director and belongs to the promoter group. He retires by rotation, and his reappointment is in line with the statutory requirements.

Appoint M/s. M. Anandam & Co. as statutory auditors for a period of five years and fix their remuneration

M/s. M. Anandam & Co. 's appointment is in line with and also complies with Section 139 of the Companies Act 2013.



Declare final dividend of Re. 0.5 per equity share (face value Re. 1.0)

The company has proposed a final dividend of Re. 0. 5 per equity share of face value Re. 1. 0 each for the year ended 31 March 2017. The company has decreased its dividend per share from Re. 1 paid out in FY16 on account of losses in FY17. The total dividend outflow including dividend tax for FY17 is Rs. 0. 1 bn.

C K Birla, 62, is part of the promoter family and Chairperson, Orient Cement Limited. He retires by rotation and his reappointment is in line with statutory requirements.

Ratify SR Batliboi & Co LLP as statutory auditors for one year and fix their remuneration

The company proposes to ratify SR Batliboi & Co LLP as statutory auditors for one year – they were appointed as statutory auditors for five years in the FY14 AGM. Their ratification is in line with the requirements of Section 139 of the Companies Act 2013.

Appoint I Y R Krishna Rao as Independent Director for five years

I Y R Krishna Rao (DIN: 00481367), 61, is a retired IAS officer and Former Chief Secretary, Andhra Pradesh. His appointment is in line with statutory requirements.

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23 September 2017 ORIENT CEMENT LTD. AGM



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23 September 2017 BHARAT FORGE LTD. Postal Ballot Management For For

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Waive recovery of excess remuneration of Rs. 44.5 mn paid to Desh Deepak Khetrapal as Managing Director and CEO for FY17

The waiver sought of Rs. 44. 5 mn for FY17 is high – we believe the company must pay only the minimum remuneration payable till the company reaches a stable level of profitability.

Fix remuneration for Desh Deepak Khetrapal as Managing Director and CEO from 1 April 2017 to 31 March 2018

The company’s profitability has exhibited a secular decline from FY15 to FY17 with the company experiencing a net loss of Rs. 0. 3 bn in FY17. However, even after excluding ESOPs, the company proposes to increase Desh Deepak Khetrapal’s remuneration by ~23%. The estimated FY18 remuneration of Rs. 171. 5 mn is not in line with performance and not commensurate with the size and complexity of the business. Further, his remuneration is higher than peers in the industry.

Provide rights to lenders to convert debt into equity

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.

Fix commission to Non-Executive Directors not exceeding 1% of net profits with effect from 1 April 2017

The commission proposed to be paid is comparable to peers. We recommend that companies cap the absolute amount of commission payable to Non-Executive directors.

Increase borrowing limit to Rs. 50.0 bn from Rs. 30.0 bn

Orient Cement Limited had existing borrowings of Rs. 13. 4 bn on 31 March 2017. Therefore, under the current borrowing limit of Rs. 30 bn, it has sufficient head-room available for further borrowing. Notwithstanding, the company proposes to increase the borrowing limit to Rs. 50 bn which is ~3. 7x the existing loans outstanding on 31 March 2017. Further, the company’s operating performance has deteriorated over the FY15 to FY17 period, and taking up additional debt upto the borrowing limit of Rs. 50 bn may deteriorate credit protection measures significantly from current levels.


Approve remuneration of Rs. 80,000 for Somnath Mukherjee as cost auditor for FY18

The proposed remuneration of Rs. 80,000 to be paid to Somnath Mukherjee for FY18 is reasonable, compared to the size and scale of the company’s operations.

At current market price of Rs. 152. 0 per share, in order to raise Rs. 50. 0 bn, 32. 9 mn fresh shares need to be allotted. Assuming the entire amount is raised, this will result in equity dilution of 13. 8% on the post–issuance share capital of the company. The company is likely to use the proceeds for its geographical expansion plans.

Approve increase in authorized share capital to Rs. 2.4 bn and consequently alter the capital clause of the Memorandum of Association (MOA)

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 2 mn 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.

Issue one equity share of Rs.2 each as bonus for each equity share held in the company

The bonus issue will increase the liquidity of the equity shares with higher floating stockand make the equity shares more affordable.

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25 September 2017 MAHANAGAR GAS LTD AGM Management For For As there is no qualification from Auditors.

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Confirm interim dividend of Rs.8 per equity share and approve final dividend of Rs.11 per equity share of face value of Rs.10 each

The total dividend (including dividend tax) is Rs. 2. 3 bn. The dividend payout ratio is 57. 4% v/s 60. 5% in the previous year.

Reappoint Akhil Mehrotra as Non-Executive Non-Independent Director

Akhil Mehrotra (DIN: 07197901) is the Chairperson of the company. He is nominated by BG Asia Pacific Holdings Pte. Limited – promoter of the company. His reappointment is in line with all statutory requirements.

Appoint SRBC & Co LLP as statutory auditors for five years and fix their remuneration

SRBC & Co will replace Deloitte Haskins & Sells as statutory auditors. Their appointment is in line with all statutory requirements.

Approve remuneration of Rs.315,000 payable to Dhananjay V Joshi & Associates, cost auditors for FY18


Appoint Ms. Radhika Haribhakti as Independent Director for three years beginning 5 March 2017

Ms. Radhika Haribhakti (DIN:02409519) heads RH Financial (Advisory firm). Her appointment is in line with all statutory requirements.

Reappoint Jainendar Kumar Jain as Independent Director for one year beginning 5 March 2017

Jainendar Kumar Jain (DIN:00066452) is the former Wholetime Director (Finance) of GAIL 1996 - 2005). His reappointment is in line with all statutory requirements.

Reappoint Ms. Susmita Sengupta as Wholetime Director (Technical) for one year beginning 11 February 2017 and fix her remuneration

Ms. Susmita Sengupta is nominee of BG Asia Pacific Holdings Pte. Ltd (promoter with 32. 5% ownership in the company). Her proposed remuneration is estimated at Rs. 36. 6 mn which is in line with peers and commensurate with the size and performance of the company. It is unclear whether Ms. Susmita Sengupta is being remunerated from the parent company as well: we discourage the practice of remuneration from multiple sources.

Appoint Virendra Nath Datt as Non-Executive Non-Independent Director beginning 28 May 2017

Virendra Nath Datt (DIN:07823778) is Wholetime Director (Corporate Strategy, Planning & Advocacy) of GAIL. His appointment is in line with all statutory requirements.

Appoint Sunil Porwal as Non-Executive Non-Independent Director beginning 26 May 2017

Sunil Porwal (DIN:03500367) is Additional Chief Secretary (Industries) of Government of Maharashtra. His appointment is in line with all statutory requirements.

Enter into related party transactions aggregating Rs.14 bn in FY18 and Rs.18.5 bn in FY19

In FY17 the company purchased and transported gas aggregating Rs. 10. 8 bn in FY17 from related parties and fellow subsidiaries. Similar transactions are likely in FY18 and FY19 aggregating to Rs. 14 bn and Rs. 18. 5 bn respectively. The proposed transactions are in ordinary course and at arm’s length.

AMBUJA CEMENTS LTD.

Approve payment of additional performance bonus of Rs. 5.4 mn to Ajay Kapur for calendar year 2016

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.

Revise terms of remuneration for Ajay Kapur as Managing Director and CEO from 1 January 2017 till 24 April 2019

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.

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Issuance of equity shares or convertible securities up to Rs. 30.0 bn

At current market price of Rs. 2756. 5 per share, the expected equity dilution is 11% on the post–issuance share capital of the company, which is reasonable. All shareholders will be diluted equally.

Issuance of non–convertible debentures up to Rs.10.0 bn on private placement basis

The company has stated that it will issue NCDs to meet its funds requirements for business and general corporate purposes. The proposed issuance will be up to the company’s overall borrowing limit of Rs. 10. 0 bn.

Approve demerger of home retail businesses of Future Retail (FRL) and Bluerock eServices Private Limited (BSPL) into Praxis Home Retail Limited (PHRL)

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 inadministrative costs, diversification of sales channels, and greater visibility of the home retail division will help unlock value for the business in the long term.

MAX FINANCIAL SERVICES LTD





Reappoint Ashwani Windlass (DIN:00042686) as director liable to retire by rotation

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.

Appoint Sanjay Nayar as a Non-Executive Non-Independent Director

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 meets all requirements.

Revision in remuneration of Mohit Talwar as the Managing Director till from 1 April 2017 till 14 January 2019 at a maximum of Rs.150 mn

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.

SUN PHARMACEUTICAL

INDS. LTD.


As the accounts are audited by the Auditors and no qualifications are raised by them.

Declare final dividend of Rs.3.5 per equity share (face value of Re.1.0)

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.

Reappoint Sailesh T. Desai (DIN: 00005443) as a Director retiring by rotation

Sailesh T. Desai, 62, is an entrepreneur with over 30 years of experience. His reappointment is in line with all statutory requirements.

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SUN PHARMACEUTICAL

INDS. LTD.

Reappoint Israel Makov (DIN: 05299764) as a Director retiring by rotation

Israel Makov ,78, is Chairperson. His reappointment is in line with all statutory requirements.

Appoint S R B C & Co. as statutory auditors for a term of five years and fix their remuneration

S R B C & Co.’s appointment is in line with the requirements of Section 139 of the Companies Act 2013.

Ratify remuneration of Rs.1.9 mn payable to Kailash Sankhlecha & Associates, as cost auditors for FY18


Appoint Kalyanasundaram Subramanian (DIN: 00179072) as a Director liable to retire by rotation

Kalyanasundaram Subramanian, 63, has been with the company since 2010. His appointment is in line with all statutory requirements.

Appoint Kalyanasundaram Subramanian (DIN: 00179072) as Whole-time Director for a period of two years beginning 14 February 2017 without any remuneration

The company proposes to appoint Kalyanasundaram Subramanian as Whole-time Director for a period of two years. He has also been appointed as CEO and Whole-time Director of Sun Pharma Laboratories Limited (SPLL), a wholly owned subsidiary for a period of two years and will be paid remuneration from SPLL - the quantum of which has not been specified. For greater clarity, the company should have provided more granular information on the pay structure. We believe that shareholders must get an opportunity to vote on an Executive Director’s remuneration. While compliant with law, we believe that this structure of paying remuneration via a 100% subsidiary is not a good governance practice.

Reappoint Dilip S. Shanghvi (DIN: 00005588) as Managing Director for a period of five years beginning 1 April 2018 and fix his remuneration from 1 April 2018 until 31 March 2021

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.

Approve related party transactions with Aditya Medisales Limited (AML) for a period of five years

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.

SADBHAV ENGINEERING LTD.


To declare final dividend of Re.0.75 per share of face value Re.1.0

The total dividend outflow including dividend tax for FY17 is Rs. 0. 1 bn. The dividend payout ratio at 7. 7% is low.

Reappoint Nitin R. Patel (DIN: 00466330) as an Executive Director

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.

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Reappoint Vipul H. Patel (DIN: 06634262) as an Executive Director

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.

Appoint Dhirubhai Shah & Doshi as statutory auditors for a period of one year and fix their remuneration

Dhirubhai Shah & Doshi are replacing Surana Maloo & Co as the statutory auditors. However, the proposed appointment for one year is not in line with Section 139(1) of Companies Act 2013, which states that auditors must be appointed for a period of five years. The company must issue a corrigendum to modify the auditor term and comply with the Act.

To approve related party transactions aggregating upto Rs.17.06 bn with step-down subsidiaries

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.

Reappoint Arun S. Patel (DIN: 00466330) as an Independent Director or five years from 26 September 2017

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.

Reappoint Shashin V. Patel (DIN: 00048328) as CMD for three years from 1 July 2017 and fix his remuneration

Shashin V. Patel, 36, belongs to the promoter group. He was Joint Managing Director. The company has proposed to reappoint him as CMD for three years from 1 July 2017 and fix his remuneration. The proposed remuneration of Rs. 36. 0 mn (twice that paid in FY17) is not in line with the performance. The company’s performance has deteriorated in the past five years. The company posted a loss of Rs. 1. 7 bn on a consolidated basis in FY17 versus a profit of Rs. 1. 2 bn in FY12. While we support his reappointment as CMD, we do not favour the proposed remuneration.

Reappoint Nitin R. Patel (DIN: 00466330) as Executive Director for three years from 1 July 2017 and fix his remuneration

Nitin R. Patel, 49, is the CFO. The proposed remuneration of Rs. 18. 0 mn (2. 2 times the amount he was paid in FY17) is not in line with the performance. The company’s performance has deteriorated in the past five years. The company posted a loss of Rs. 1. 7 bn on a consolidated basis in FY17 versus a profit of Rs. 1. 2 bn in FY12. The remuneration structure does not have a variable component to link pay and performance.

Reappoint Vasistha C. Patel (DIN: 00048324) as Executive Director for three years from 1 October 2017 and fix his remuneration

Vasistha C Patel, 44, belongs to the promoter group and is the MD of Sadbhav Infrastructure Project Limited, a subsidiary company. We do not support executive directors being appointed on the board of more than one listed company. The proposed remuneration of Rs. 18. 0 mn (6 times the amount he was paid in FY17) is not in line with the performance. The company’s performance has deteriorated in the past five years. The company posted a loss of Rs. 1. 7 bn on a consolidated basis in FY17 versus a profit of Rs. 1. 2 bn in FY12.

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Reappoint Vikram R. Patel (DIN: 00048318) as Executive Director for three years from 1 October 2017 and fix his remuneration

Vikram R. Patel, 49, belongs to the promoter group. The proposed remuneration of Rs. 18. 0 mn (6 times the amount he was paid in FY17) is not in line with the performance. The company’s performance has deteriorated in the past five years. The company posted a loss of Rs. 1. 7 bn on a consolidated basis in FY17 versus a profit of Rs. 1. 2 bn in FY12. He attended 71% of the board meetings held in FY17 and 72% of the meetings held over three-year period. We expect directors to take their responsibilities seriously and attend all meetings.


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.

Amendment in Clause No. 84 (ii) of the Articles of Association (AOA) towards terms of issue of Debentures

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.

Approve remuneration of Rs.0.15 mn for Rajendra Patel & Associates as cost auditors for the financial year ending 31 March 2018


K N R CONSTRUCTIONS LTD.


As the financials are audited by statutory auditors and no qualifications have been raised by them.

Approve final dividend of Rs.0.5 per share of face value Rs.2.0 each

The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs. 84. 6 mn. The dividend payout ratio for FY17 was 5. 4%.

K Jalandhar Reddy (DIN: 00434911) is a promoter executive director and the CFO. He has attended 43% of the board meetings held in FY17 and 64% over a three-year period. We expect directors to take their responsibilities seriously and attend all meetings.

Appoint K.P. Rao & Co. as statutory auditors for a period of five years and fix their remuneration

K. P. Rao & Co. Are replacing Sukumar Babu & Co. As the statutory auditors. Their appointment is in line with the statutory requirements.

Approve remuneration for K.K Rao & Associates as cost auditors for FY18

As per Rule 14 of the Companies (Audit and Auditor) Rules, 2014, the remuneration of Cost Auditors will be recommended by the Audit committee, approved by the Board and ratified by shareholders. However, the company has not disclosed the remuneration to be paid to cost auditors. KNR must issue an addendum and disclose the remuneration proposed to be paid tothe cost auditors.

INDRAPRASTHA GAS LTD.


Confirm interim dividend of Rs.3.5 per share and declare final dividend of Rs.5.0 per equity share of Rs.10 each

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%.

Fix remuneration of Walker Chandiok & Co LLP as statutory auditors to be appointed by the Comptroller and Auditor General of India for FY18

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.

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INDRAPRASTHA GAS LTD.

Appoint Ramesh Srinivasan (DIN: 07164250) as Non-Executive Non-Independent Director

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.

Appoint Manoj Jain (DIN: 07556033) as Non-Executive Non-Independent Director

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.

Appoint Ms. Varsha Joshi (DIN: 07056514) as Non-Executive Non-Independent Director

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.

Approve remuneration of Rs. 225,000 for Chandra Wadhwa & Co as cost auditors for the financial year ending 31 March 2018


Ratify related party transactions of Rs.7.97 bn with GAIL (India) Limited in FY17

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.

Ratify related party transactions of Rs.4.99 bn with GAIL (India) Limited in FY17

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.

To approve sub-division of equity share of Rs.10 each into 5 equity shares of Rs.2 each

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.

Amendment in capital clause V of the Memorandum of Association to reflect the sub-division of equity share capital

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.

Amendment in Article 3 of the Articles of Association 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.

JAGRAN PRAKASHAN LTD.




Reappoint Devendra Mohan Gupta as Non-Executive Non-Independent Director

Devendra Mohan Gupta, 67, is part of the promoter family and MD, Jagmini Micro Knit Private Limited. He retires by rotation and his reappointment is in line with statutory requirements.

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Management Reappoint Bikramjit Ahluwalia as a Director For For


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29 September 2017 P N C INFRATECH LTD. AGM Management For For As there is no qualification from Auditors.

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JAGRAN PRAKASHAN LTD.

Reappoint Amit Dixit as Non-Executive Non-Independent Director

Amit Dixit, 44, is Senior MD and Head, Indian Private Equity, Blackstone Group. He retires by rotation and his reappointment is in line with statutory requirements. He attended 71% of board meetings held in FY17 and 79% held over the last three years. We expect directors to take their responsibilities seriously and attend all board meetings.


The company proposes to appoint Deloitte Haskins & Sells as statutory auditors for five years – they will replace Price Waterhouse Chartered Accountants LLP. Their appointment as statutory auditors is in line with the requirements of Section 139 of the Companies Act 2013.

AHLUWALIA CONTRACTS (INDIA)

LTD.


As results are audited by statutory auditors and no qualifications are raised by them.

Bikramjit Ahluwalia (DIN: 00304947) is the promoter CMD. He retires by rotation and his reappointment is in line with the statutory requirements.

Appoint Amod Agrawal & Associates as statutory auditors for a period of three years and fix their remuneration

Amod Agrawal & Associates are replacing Arun K. Gupta & Associates as the statutory auditors. However, the proposed appointment for three years is not in line with Section 139(1) of Companies Act 2013, which states that auditors must be appointed for a period of five years. The company must issue a corrigendum to modify the auditor term and comply with the Act. In addition, as a best practice, the company must provide a brief profile of the audit firm, its partners and their relevant experience at the time of appointment.

Approve increase in remuneration of Bikramjit Ahluwalia, CMD, w.e.f 1 October 2016 till the remainder of his term (31 March 2018)

Bikramjit Ahluwalia is the promoter CMD. His revised remuneration aggregating Rs. 12. 6 mn is comparable to industry peers and is commensurate with the size and performance of the company.

Approve increase in remuneration of Vinay Pal, Whole Time Director, w.e.f 1 October 2016 till the remainder of his term (13 August 2018)

Vinay Pal has about 30 years of experience in the construction industry. He is designated Senior Executive (Projects) and is also leading the HR function of the company. His revised remuneration aggregating Rs. 5. 9 mn is comparable to industry peers and is commensurate with the size and performance of the company. For a professional who is a director, the remuneration structure must include a variable component which will help align pay with performance.

Approve remuneration for Jitender, Navneet & Co as cost auditors for FY18

As per Rule 14 of the Companies (Audit and Auditor) Rules, 2014, the remuneration of Cost Auditors will be recommended by the Audit committee, approved by the Board and ratified by shareholders. However, Ahluwalia Contracts has not disclosed the remuneration to be paid to cost auditors. The company must issue an addendum and disclose the remuneration proposed to be paid to the cost auditors.


Approve final dividend of Rs.0.5 per share of face value Rs.2.0 each

The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs. 161. 0 mn. The dividend payout ratio for FY17 was 7. 7%.

Naveen Kumar Jain (DIN: 00086841) is a promoter executive director. He retires by rotation and his reappointment is in line with the statutory requirements.

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29 September 2017 P N C INFRATECH LTD. AGM

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29 September 2017 RAJESH EXPORTS LTD. AGM Management For For

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Anil Kumar Rao (DIN: 01224525) is an executive director. He retires by rotation and his reappointment is in line with the statutory requirements.

Reappoint S.S. Kothari Mehta & Co as statutory auditors for four years and fix their remuneration

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 the provisions of the Companies Act, 2013.

Approve remuneration of Rs. 0.04 mn for R K G & Associates as cost auditors for FY18


Reappoint Naveen Kumar Jain as Whole Time Director for a period of five years w.e.f 1 October 2017 and fix his remuneration

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.

Approve increase in remuneration of Anil Kumar Rao, Whole Time Director, w.e.f 1 January 2017 till the remainder of his term (30 September 2021)

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.

Ratify special incentive of Rs.12.4 mn for Anil Kumar Rao, Whole Time Director for FY17

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.

Approve increase in borrowing limit to Rs.50 bn from Rs.40 bn

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).

Create charges/mortgages on the company’s assets



As the financials are audited by statutory auditors and no qualifications have been raised by them.

Declare divided of Rs. 1.10 per equity share of face value Re.1 each

The cash outgo on account of dividend is Rs. 390. 9 mn (up 10% from Re 1. 0 per share paid in FY16). The dividend payout ratio is 8. 5% (7. 5% in FY16), which is very low.

Reappoint Prashant Mehta (DIN: 00336417), as Director, liable to retire by rotation

Prashant Mehta is the promoter and Managing Director. His reappointment is in line with all statutory requirements.

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29 September 2017 RAJESH EXPORTS LTD. AGM

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Ratify V Sivasankar & Co as statutory auditors for FY18

V Sivasankar & Co have been auditors of the company since FY12 (six years). They were reappointed for three years in the company’s 2015 AGM. The aggregate tenure of the statutory auditors is less than 10 years. Under the Companies Act 2013, auditor (re) appointment must be ratified annually. The ratification is in line with all statutory requirements.

ASHOKA BUILDCON LTD.


Declare final dividend of Rs.0.80 per share and approve interim dividend of Rs. 0.80 per share (Face Value: Rs.5)

The company proposes to pay final dividend of Rs. 0. 8 per share of FV Rs. 5. 0 for FY17. This is in addition to interim dividend of Rs. 0. 8 per share paid during the year. The dividend amount including the dividend tax is Rs. 0. 4 bn. The dividend payout ratio for FY17 at 19. 6% is low.

Reappoint Milapraj Bhansali (DIN: 00181897) as an Executive Director

Milapraj Bhansali is a Whole-Time Director. He retires by rotation and his re-appointment is in line with statutory requirements.

Appoint SRBC & Co. LLP as statutory auditors for a period of five years and to fix their remuneration

SRBC & Co. LLP’ appointment as statutory auditors is in line with the requirements of Section 139 of the Companies Act 2013.

Ratify remuneration of Rs. 515,000 (plus service tax and out of pocket expenses) for CY & Associates, as cost auditors for FY18


Revise remuneration of Ashok Katariya (DIN:00112240) as Chairperson for one year from 1 April 2017

Ashok Katariya is a promoter and the Chairperson of the company. The company wants to revise his remuneration cap to Rs. 42. 1 mn for the next financial year. In absolute terms, the overall pay is in line with industry peers. The revised remuneration is applicable only for a period of one year and shareholders will get a chance to revisit the terms if the performance does not improve going forward.

Revise remuneration of Satish Parakh (DIN:00112324) as MD for one year from 1 April 2017

Satish Parakh is a promoter and the MD of the company. The company wants to revise his remuneration cap from Rs. 42. 1 mn for the next financial year. In absolute terms, the overall pay is in line with industry peers. The revised remuneration is applicable only for a period of one year and shareholders will get a chance to revisit the terms if the performance does not improve going forward.

Revise remuneration of Sanjay Londhe (DIN:00112604) as Executive Director for one year from 1 April 2017

Sanjay Londhe is a promoter and the ED of the company. The company wants to revise his remuneration cap to Rs. 26. 4 mn for the next financial year. In absolute terms, the overall pay is in line with industry peers. The revised remuneration is applicable only for a period of one year and shareholders will get a chance to revisit the terms if the performance does not improve going forward.

Reappoint Milapraj Bhansali (DIN: 00181897) as an Executive Director for a period of five years from 1 April 2017 and fix his remuneration

Milapraj Bhansali was paid Rs. 11. 6 mn, in FY17, His proposed remuneration of Rs. 12. 7 mn per annum represents an increase of 8% over his FY17 remuneration. His proposed remuneration is in line with remuneration paid to industry peers and commensurate to the size of the company and commensurate with the size and complexities of his responsibilities.

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Management For For We support his continuation on board as an executive director.

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Management Issue securities up to Rs. 5.0 bn For For

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Summary of Votes cast during the F.Y. 2017-18

ASHOKA BUILDCON LTD.

Reclassify Sanjay Londhe and his relatives holding 0.25% of the paid-up capital from ‘Promoter’ to ‘Public’

Sanjay Londhe and his relatives own 0. 46 mn equity shares of the company. This represents 0. 25% of the paid-up capital of the company. He is a Whole-Time Director. The company proposes to continue his employment in a professional capacity after the reclassification. We believe that there should be a cooling-off period of a year for promoters holding executive positions, before they are classified as public shareholders.

Approve continuation of employment of Sanjay Londhe as a Whole-Time Director after reclassification of his shareholding to Public Category

Reclassify Narendra Shakadwipi and his relatives holding 0.89% of the paid-up capital from ‘Promoter’ to ‘Public

Narendra Shakadwipi is a former Executive Director of the company. Narendra Shakadwipi and his relatives own 1. 66 mn equity shares of the company. This represents 0. 89% of the paid up capital of the company. The change in promoters will accurately reflect the controlling shareholders of the company.

In order to raise Rs. 5. 0 bn at current market price of Rs. 198. 25 per share, the company will need to issue 25. 2 mn fresh shares. This will result in equity dilution of 11. 9% on the post–issuance share capital of the company. The capital infusion will help fund acquisitions, expand and modernise existing facilities, repay existing debt, working capital requirements and general corporate purpose.

Alteration of clauses related to the common seal in the Articles of Association (AoA)

The company proposes to alter the clauses related to the common seal in the AoA to facilitate administrative convenience for execution of documents towards its business matters. The alterations are administrative in nature. The new clauses have been provided in the notice. The articles allow the board to have custody of the common seal and the power to destroy/substitute it. The Seal will be affixed to a deed in the presence of an authorised person and such person will sign the same.



Enter into EPC contract with Ashoka Ranastalam Anandapuram Road Ltd.(ARARL), a step-down subsidiary, for a consideration of Rs. 11.7 bn

ARARL is a 100% subsidiary of ACL (- a 66% subsidiary of the company). ARARL proposes to enter into an EPC execution contract with the company for a consideration of Rs. 11. 7 bn. The transactions are integral to the operations of the company and will be conducted on an arm’s length basis.

Approve conversion of outstanding debt into equity to implement Strategic Debt Restructuring (SDR)

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 fulfil its restructuring obligations. The company is currently not defaulting on its loans and this is an enabling resolution which allows 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.

Summary of proxy votes cast by Mutual Funds/AMCs across all the investee companies

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F.Y. Quarter Break-up of Vote decisionFor Against Abstained

2017-18 1026 945 77 4

Total no. of resolutions

July to September

2017

Documents

[XLS] · Web viewIt 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