Kotak Mahindra Mutual Fund Annexure A: Details of votes cast during the Financial year Proposal's description
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3 Kotak Mahindra Mutual Fund Annexure A: Details of votes cast during the Financial year Q BSE Postal Ballot Q BSE Postal Ballot Appoint Roland Schwinn (DIN ) as Director (Non- Executive Non-Independent) Appoint Kuldip Singh Dhingra (DIN ) as Director (Non- Executive Non-Independent) Q Grasim Industries Ltd Postal Ballot & CM Approve a Composite Scheme of Arrangement between Aditya Birla Nuvo and Grasim Industries and Aditya Birla Financial Services and their respective shareholders and creditors The merger will give Grasim the opportunity to invest in the high growth financial services business. Further proposed Idea Vodafone merger, risk of cash flows getting invested in the telecom business further reduces. The company has recently stated its dividend policy of paying out 25 to 45% of standalone PAT which further reduces risk of capital allocation to unprofitable businesses. Q Tata Consultancy Services Postal Ballot Buyback of Equity Shares Q Sun TV Network Postal Ballot Q Sun TV Network Postal Ballot Q Sun TV Network Postal Ballot Re-appointment of Mr. K Vijaykumar as MD and CEO and Fixing Re-appointment of Mr. Kalanithi Maran as Executive Chairman and Fixing Re-appointment of Mrs.Kaveri Kalanithi as Wholetime Director and Fixing Q Linde India AGM i) Adoption of Standalone Accounts ii) Adoption of Consolidated Accounts No major adverse comments by auditors. Share buyback is tax efficient way of returning to shareholders. Also signal the market that intrinsic value of the stock is higher than the current market price in managements view. Q Linde India AGM Declaration of Dividend In line with the dividend distribution policy of the company. Q Linde India AGM Re-appointment of Director: Mr. Sanjiv Lamba Continuity in the management of company. Q Linde India AGM Appointment of Auditors Within regulatory guidelines. Q Linde India AGM Re-appointment of Mr Moloy Banerjee as MD Continuity in the management of company. Q Linde India AGM Ratification of Remuneration to Cost Auditor Within regulatory guidelines. Q Fag Bearings India AGM Adoption of Accounts No major adverse comments by auditors. Q Fag Bearings India AGM Declaration of Dividends In line with the dividend distribution policy of the company. Q Fag Bearings India AGM Re-appointment of director: Mr Klaus Rosenfeld Continuity in the management of company. Q Fag Bearings India AGM Re-appointment of director: Mr R Sampath Kumar Continuity in the management of company. Q Fag Bearings India AGM Appointment of Auditors Within regulatory guidelines. Q Fag Bearings India AGM Approval of Related Party Transactions These transactions are part of normal operations of the company. Company depends on parent for many products and technocal support. Q Fag Bearings India AGM Ratification of Remuneration to Cost Auditor Within regulatory guidelines. Q Fag Bearings India AGM Appointment of Director: Mr Dharmesh Arora Continuity in the management of company. Q Fag Bearings India AGM Appointment as Managing Director: Mr Dharmesh Arora Continuity in the management of company. Q KSB Pumps AGM Adoption of Accounts No major adverse comments by auditors Q KSB Pumps AGM Declaration of Dividend In line with the dividend distribution policy of the company Q KSB Pumps AGM Re-appointment of Director: Mr. Werner Stegmuller (Non-executive Q KSB Pumps AGM Appointment of Auditors Within regulatory guidelines. Q KSB Pumps AGM To not fill the vacancy subsequent to the retirement Mr. NN Kampani as a Director The company has sufficient management bandwidth. Q KSB Pumps AGM Appointment of Mr. Rajeev Jain as Director and MD & Fix his remuneration Q KSB Pumps AGM Payment of one-time compensation to Mr. Werner Spiegel as retiring MD Can not opine on individual Q KSB Pumps AGM Payment of remuneration to Cost Auditors Within regulatory guidelines. Q V-Guard Industries Postal Ballot Amend object clause of MoA Amendments to Memorandum of Association needed to align the same with Companies Act,2013. Q V-Guard Industries Postal Ballot Alter the Liability clause of MoA Required pursuant to section 4,13 and other applicable provisions of the companies Act, Q V-Guard Industries Postal Ballot Mortgage of create charge on assets Secured loans generally have easier repayment terms, less restrictive covenants, and lower interest rates. Q V-Guard Industries Postal Ballot Issue ESOPs under ESOS 2013 program Will help in long term retention of employees. Q Ramakrishna gings Postal Ballot Reappoint Mr. Mahabir Jalan as Chairman and fix remuneration Q Ramakrishna gings Postal Ballot Reappoint Mr. Naresh Jalan as Managing Director and fix remuneration
4 Q Zee Entertainment Enterprises Postal Ballot & CCM Composite Scheme of Arrangement Zee Entertainment announced acquisition is positive for the company and largely consisting of 2 channels viz. Big Magic and Big Ganga. Big Ganga is the leading Bhojpuri entertainment channel and Big Magic is a Hindi general entertainment channel. Zee s payment will be largely recouped by tax assets from Rs6.5bn of accumulated losses. Currently it is loss-making currently but Zee is confident of driving it to breakeven on the back of synergies with its network. Overall, we expect the addition of a leading regional entertainment channel and another Hindi entertainment channel to add to the network strength of Zee. Q Nestle India AGM Adoption of Accounts No major adverse comments by auditors. Q Nestle India AGM Declaration of Dividend In line with the dividend distribution policy of the company. Q Nestle India AGM Re-appointment of director: Mr. Shobinder Duggal (Wholetime Continuity in the management of company. Q Nestle India AGM Appointment of Auditors Within regulatory guidelines. Q Nestle India AGM Payment of remuneration to Cost Auditors Within regulatory guidelines. Q Nestle India AGM Appointment of Mr. Martin Roemkens as a Director Continuity in the management of company. Q Nestle India AGM Appointment of Mr. Martin Roemkens as a Wholetime Director Continuity in the management of company. Q Nestle India AGM Appointment of Ms. Rama Bijapurkar as an Independent Director Q HCL Technologies Postal Ballot Buyback of Equity Shares Share buyback is tax efficient way of returning to shareholders. Also signal the market that intrinsic value of the stock is higher than the current market price in managements view. Q Motherson Sumi Systems Postal Ballot Creating charges/ Pledging/ Mortgaging of shares of MSSL (GB) Ltd Secured loans generally have easier repayment terms, less restrictive covenants, and lower interest rates. Q Alkem Laboratories Postal Ballot Alteration in Articles of Association - Amending the s Agreement One of the promoter group family is transferring its portion of holding to a family trust. by Defining new Group I and Group II It does not impact the overall shareholding of the promoter. Q Castrol India AGM Adoption of Accounts No major adverse comments by auditors. Q Castrol India AGM Declaration of Dividend In line with the dividend distribution policy of the company. Q Castrol India AGM Re-appointment of Director: Mr. Omer Dormen (Executive Continuity in the management of company. Q Castrol India AGM Re-appointment of Director: Ms. Rashmi Joshi (Executive Continuity in the management of company. Q Castrol India AGM Appointment of Auditors Within regulatory guidelines. Q Castrol India AGM Payment of Remuneration to Cost Auditors Within regulatory guidelines. Q Wipro Postal Ballot Increase in the Authorised Share Capital The increase in authorized share capital is being proposed to facilitate the bonus share issue. Q Wipro Postal Ballot Issue of Bonus Shares Improved liquidity due to increase in number of shares. Q Raymond AGM Adoption of Accounts No major adverse comments by auditors. Q Raymond AGM Declaration of Dividend In line with the dividend distribution policy of the company. Q Raymond AGM Re-appointment of Director: Mr. Gautam Hari Singhania (Managing Continuity in the management of company. Q Raymond AGM Appointment of Auditors Within regulatory guidelines. Q Raymond AGM Appointment of Mr. Akshaykumar Chudasama as Independent Director Q Raymond AGM Payment of remuneration to Cost Auditors Within applicable guidelines. Q Raymond AGM Issue of Debt Securities to raise up to Rs. 750 Crore Normal course of funding for future growth. Q Raymond AGM Payment of remuneration to Non-Executive Directors Within applicable guidelines and minimum impact on earnings. Q Raymond AGM Re-appointment of Mr. H. Sunder as Whole-time Director Continuity in the management of company. Q Raymond AGM Approval or Rejection of a Related Party Transaction involving Sale of Apartments Against Transaction is against the interest of minority shareholders of Raymond Ltd. as sale of real estate to promoters is at significantly lower price than current market price. Any such sale of real estate to the promoters deprives the company of realizing fair value of asset. At the proposed transaction rate of Rs 9200/ sqft as against market price of over Rs /sqft, the loss to the company is over rs 600 Crs Q Yes Bank AGM Adoption of Accounts No major adverse comments by auditors. Q Yes Bank AGM Declaration of Dividend In line with the dividend distribution policy of the company. Q Yes Bank AGM Re-appointment of Director: Mr. Ajai Kumar (Non-Executive Q Yes Bank AGM Appointment of Auditors Within regulatory guidelines. Q Yes Bank AGM Appointment of Mr. Ashok Chawla as Non-Executive Part-Time Chairman Q Yes Bank AGM Approval of Borrowing Powers of Rs Crore Normal course of funding for future growth. Q Yes Bank AGM Issue of Debt Securities to raise upto Rs Crore Normal course of funding for future growth. Q Yes Bank AGM Appointment of Ms. Debjani Ghosh as an Independent Director Q Federal Bank Postal Ballot Issue of Securities to raise up to Rs Crore The capital raised would be utilized to improve the Capital Adequacy and support growth plans of the bank. Q Federal Bank Postal Ballot Increase in FII Holdings Limit to 74% Will help diversity in investor base. Q Arvind Postal Ballot & CCM Scheme of Arrangement with Arvind Brands and Retail and Arvind Garments Park Private and Dholka Textile Park Private Arvind Garments Park Pvt. Ltd. and Dholka Textile Park Private Ltd. have a similar line of business to acquire land for garment parks and create infrastructure and is a support to Arvind Brands & Retail Ltd s line of business of retailing. Since, all the three companies are wholly owned by Arvind Ltd. there is no objection to the amalgamation. Q ICICI Bank Postal Ballot Increase in Authorised Share Capital The increase in authorized share capital is being proposed to facilitate the bonus share issue.
5 Q ICICI Bank Postal Ballot Alteration of Articles of Association To accommodate bonus share issuance, it needs to modify Article 5(a) of the AoA. Q ICICI Bank Postal Ballot Issue of Bonus Shares Improved liquidity due to increase in number of shares. Q ICICI Bank Postal Ballot Amendment of the Employee Stock Option Scheme 2000 The amendment would enable grants to be made with appropriate Exercise Period(s) for each grant after vesting to better align (1) Employee efforts to the articulated strategy (2) the compensation payout schedules for senior management to the time horizon of risks Q Indraprastha Gas Postal Ballot Increase in FII Holdings Limit to 30% Will help diversity in investor base. Q Mahindra and Mahindra CCM & Postal Ballot Scheme of Arrangement with Mahindra Two Wheelers M&M is wanting to bring a sharper focus to the two wheeler business and reorganising its share capital to write off the accumulated losses. We think that the company is already in the automobile business and hence can operate it efficiently in its present form itself. Q Piramal Enterprises Postal Ballot Issuance of securities to raise up to Rs Crore Normal course of funding for business. Q State Bank of India EGM Election of 4 Directors from s Q Mahindra & Mahindra Financial Services Li Postal Ballot Increase in Borrowing limits to Rs Crore Normal course of funding for business. Q Mahindra & Mahindra Financial Services Li Postal Ballot Issue of Non-Convertible Debenture to raise up to Rs Crore The proposed NCD issue will be within the overall borrowing limit. Q Mahindra & Mahindra Financial Services Li Postal Ballot Keeping of Registers and Index of Members at other place operational convenience. Q Tata Consultancy Services AGM Adoption of Accounts No major adverse comments by auditors. Q Tata Consultancy Services AGM Declaration of Dividend In line with the dividend distribution policy of the company. Q Tata Consultancy Services AGM Re-appointment of Director: Ms. Aarthi Subramanian (Executive Continuity in the management of company. Q Tata Consultancy Services AGM Appointment of Auditors Within regulatory guidelines. Q Tata Consultancy Services AGM Appointment of Mr. N. Chandrasekaran as a Director Mr Chandrasekaran demonstrated exemplary leadership as CEO & MD of TCS. He is nominated as Chairman of Tata Sons Ltd. Q Tata Consultancy Services AGM Appointment of Mr. Rajesh Gopinathan as a Director Continuity in the management of company. Q Tata Consultancy Services AGM Appointment of Mr. Rajesh Gopinathan as CEO and MD Continuity in the management of company. Q Tata Consultancy Services AGM Appointment of Mr. N. Ganapathy Subramaniam as a Director Continuity in the management of company. Q Tata Consultancy Services AGM Appointment of Mr. N. Ganapathy Subramaniam as Chief Operating Officer and Executive Director Continuity in the management of company. Q Tata Consultancy Services AGM Appointment of Branch Auditors Within regulatory guidelines. Q Godrej Consumer Products Postal Ballot Increase in Authorised Share Capital and Alteration of Memorandum of The increase in authorized share capital is being proposed to facilitate the bonus share Association issue. Q Godrej Consumer Products Postal Ballot Alteration of Articles of Association To accommodate this bonus share issuance. Q Godrej Consumer Products Postal Ballot Issue of Bonus Shares Improved liquidity due to increase in number of shares. Q FAG Bearings India Postal Ballot Change of name of the Company to Schaeffler India All the companies within Schaeffler group worlwide have names beginning with the word " Schaeffler" together with the name of the company. This will also serve the purpose of better demonstrating Schaeffler Group's presence in India. Q FAG Bearings India Postal Ballot Adoption of new set of Articles of Association The new Articles of Association will be in conformity with the Companies Act, Q Sun Pharmaceutical Industries Postal Ballot Q Sun Pharmaceutical Industries CCM Scheme of Arrangement with Sun Pharma Medisales Pvt Ltd, Ranbaxy Drugs Ltd, Gufic Pharma Ltd and Vidyut Investments Ltd Scheme of Arrangement with Sun Pharma Medisales Pvt Ltd, Ranbaxy Drugs Ltd, Gufic Pharma Ltd and Vidyut Investments Ltd The proposal is to amalgamate companies which are already directly or indirectly wholly-owned subsidiaries of Sun Pharma into the company. This will simplify the holding structure of the company. The proposal is to amalgamate companies which are already directly or indirectly wholly-owned subsidiaries of Sun Pharma into the company. This will simplify the holding structure of the company. Q Infosys AGM Adoption of Accounts No major adverse comments by auditors. Q Infosys AGM Declaration of Dividend In line with the dividend distribution policy of the company Q Infosys AGM Re-appointment of Director: Mr. U. B. Pravin Rao (Executive Continuity in the management of company. Q Infosys AGM Appointment of Auditors Within regulatory guidelines. Q Infosys AGM Appointment of Branch Auditors The appointment of Branch Auditors is in line with all the statutory requirements. Q Motherson Sumi Systems Postal Ballot Issue of Bonus Shares Improved liquidity due to increase in number of shares. Q State Bank of India AGM Adoption of Accounts No major adverse comments by auditors. Q Asian Paints AGM Adoption of Accounts No major adverse comments by auditors. Q Asian Paints AGM Declaration of dividend In line with the dividend distribution policy of the company. Q Asian Paints AGM Re-appointment of Director: Mr. Abhay Vakil (Non-executive Q Asian Paints AGM Re-appointment of Director: Ms. Amrita Vakil (Non-executive Q Asian Paints AGM Appointment of Auditors Within regulatory guidelines. Q Asian Paints AGM Appointment of Mr. R. Seshasayee as an Independent Director Q Asian Paints AGM Re-appointment of Mr. K.B.S. Anand as MD and CEO and fixing of his Remune Q Asian Paints AGM Payment of Remuneration to Cost Auditors Within regulatory guidelines. Q Tata Communications AGM Adoption of Accounts No major adverse comments by auditors. Q Tata Communications AGM Declaration of dividend In line with the dividend distribution policy of the company Q Tata Communications AGM Re-appointment of Director: Mr. Bharat Vasani (Non-executive Q Tata Communications AGM Re-appointment of Director: Mr. N Srinath (Non-executive Q Tata Communications AGM Appointment of Auditors Within regulatory guidelines.
6 Q Tata Communications AGM Appointment of Mr. G. Narendra Nath as a Director (Non-executive Q Tata Communications AGM Payment of Remuneration to Cost Auditors Within regulatory guidelines. Q Shriram Transport Finance Company Limite AGM Adoption of Accounts No major adverse comments by auditors. Q Shriram Transport Finance Company Limite AGM Declaration of Dividend In line with the dividend distribution policy of the company. Q Shriram Transport Finance Company Limite AGM Re-appointment of Director: Mr. Gerrit Lodewyk Van Heerde (Non-executive Q Shriram Transport Finance Company Limite AGM Appointment of Joint Auditors Within regulatory guidelines. Q Shriram Transport Finance Company Limite AGM Appointment of Mr. Umesh Revankar as a Director Continuity in the management of company. Q Shriram Transport Finance Company Limite AGM Appointment of Mr. Umesh Revankar as MD and CEO and fixing of his Remuneration Q Shriram Transport Finance Company Limite AGM Increasing Borrowing Limit to Rs Crore Normal course of funding for future growth. Q Shriram Transport Finance Company Limite AGM Creation of Charges/ Mortgages Secured loans generally have easier repayment terms, less restrictive covenants, and lower interest rates. Q Shriram Transport Finance Company Limite AGM Issue of Debt securities to raise up to Rs Crore Normal course of funding for future growth. Q Shriram Transport Finance Company Limite AGM Payment of Commission to Independent Directors Within applicable guidelines and minimum impact on earnings. Q JSW Steel AGM Adoption of Accounts No major adverse comments by auditors. Q JSW Steel AGM Declaration of Dividend on Preference Shares In line with the dividend distribution policy of the company Q JSW Steel AGM Declaration of Dividend on Equity shares In line with the dividend distribution policy of the company Q JSW Steel AGM Appointment of Director: Mr. Vinod Nowal (Executive Continuity in the management of company. Q JSW Steel AGM Appointment of Auditors Within regulatory guidelines. Q JSW Steel AGM Payment of remuneration to Cost Auditors Within applicable guidelines. Q JSW Steel AGM Appointment of Mr. Seturaman Mahalingam as an Independent Director Q JSW Steel AGM Re-appointment of Director: Mr. Sajjan Jindal as Managing Director and fixing of his Remuneration Q JSW Steel AGM Re-appointment of Mr. Seshagiri Rao M.V.S as a Whole-time Director and fixing of his Remuneration Q JSW Steel AGM Re-appointment of Mr. Vinod Nowal as a Whole-time Director and fixing of his Remuneration Q JSW Steel AGM Ratification of grant of options under ESOP 2012 and 2016 Will help in long term retention of employees. Q JSW Steel AGM Issue of NCDs to raise up to Rs Crore This is an enabling resolution and since the securities to be issued are non- convertible in nature, these will cause no dilution to the holding of existing shareholders. Q JSW Steel AGM Issue of Securities to raise up to Rs Crore Normal course of funding for business. Q JSW Steel AGM Issue of Securities to raise up to USD 1 Billion Normal course of funding for business. Q Ramkrishna gings Postal Ballot Issue of Shares to raise up to Rs. 200 Crore Normal course of funding for business. Q Ramkrishna gings Postal Ballot Increase in Authorised Share Capital the purpose of capital raising, Company has proposed to increase the authourised share capital. Q Ramkrishna gings Postal Ballot Amendment of Memorandum of Association The alteration of the Authorised Share Capital clause of Memorandum of Association of the Company is purely consequential to this increase of the Authorised Share Capital of the Company. Q Ramkrishna gings Postal Ballot Increase in FII Holdings Limits to 49% Will likely diversify investor base. Q Shriram City Union Finance AGM Adoption of Accounts No major adverse comments by auditors. Q Shriram City Union Finance AGM Declaration of dividend In line with the dividend distribution policy of the company. Q Shriram City Union Finance AGM Re-appointment of Director: Mr. GL Van Heerde (Non-executive Q Shriram City Union Finance AGM Appointment of Auditors Within applicable guidelines. Q Shriram City Union Finance AGM Re-appointment of Mr. D. Ramachadra as MD and CEO and fixing of his Continuty in the management of company, however can not opine on individual Remuneration Q Shriram City Union Finance AGM Approval of Borrowing Powers of Rs Crore Normal course of funding for business. Q Shriram City Union Finance AGM Issue of NCDs to raise up to Rs Crore Normal course of funding for business. Q Bank of Baroda AGM Adoption of Accounts No major adverse comments by auditors. Q Bank of Baroda AGM Declaration of dividend In line with the dividend distribution policy of the company. Q Bank of Baroda AGM Issue of Shares to raise up to Rs Crore The capital raised would be utilized to improve the Capital Adequacy and support growth plans of the bank. Q ICICI Bank AGM Adoption of Accounts No major adverse comments by auditors. Q ICICI Bank AGM Declaration of dividend on preference shares In line with the dividend distribution policy of the company. Q ICICI Bank AGM Declaration of dividend on equity shares In line with the dividend distribution policy of the company. Q ICICI Bank AGM Re-appointment of Director: Ms. Vishakha Mulye (Executive Continuity in the management of company. Q ICICI Bank AGM Appointment of Auditors Within regulatory guidelines. Q ICICI Bank AGM Appointment of Branch Auditors Within regulatory guidelines. Q ICICI Bank AGM Appointment of Mr. Anup Bagchi as a Director Continuity in the management of company. Q ICICI Bank AGM Appointment of Mr. Anup Bagchi as a Wholetime Director and fixing of Remuneration Q ICICI Bank AGM Issue of Debt Securities to raise upto Rs Crore Normal course of funding for future growth. Q Hindustan Unilever AGM Adoption of Accounts No major adverse comments by auditors. Q Hindustan Unilever AGM Declaration of Dividend In line with the dividend distribution policy of the company Q Hindustan Unilever AGM Re-Appointment of Director: Mr. Harish Manwani (Non-executive
7 Q Hindustan Unilever AGM Re-Appointment of Director: Mr. Pradeep Banerjee (Executive Continuity in the management of company. Q Hindustan Unilever AGM Re-Appointment of Director: Mr. P. B. Balaji (Executive Continuity in the management of company. Q Hindustan Unilever AGM Appointment of Auditors Within regulatory guidelines. Q Hindustan Unilever AGM Payment of Remuneration to Executive Directors Can not opine on individual Q Hindustan Unilever AGM Appointment of Mr. Dev Bajpai as a Director (Executive Continuity in the management of company. Q Hindustan Unilever AGM Payment of remuneration to Cost auditor Within applicable guidelines. Q Equitas Holdings AGM Adoption of Accounts Within regulatory guidelines. Q Equitas Holdings AGM Appointment of Auditors Within regulatory guidelines. Q Equitas Holdings AGM Appointment of Mr Bhaskar S as a Director Continuity in the management of company. Q Equitas Holdings AGM Appointment of Mr Bhaskar S as a Whole-Time Director and CEO and fixing Continuty in the management of company, however can not opine on individual of his Remuneration Q Equitas Holdings AGM Payment of Commission to Non-executive Directors Within applicable guidelines and minimum impact on earnings. Q Equitas Holdings AGM Restricting FII Holdings Limit to 48% Will likely diversify investor base. Q Equitas Holdings AGM Increase in the Authorised Share Capital In order to meet the requirements under Employee Stock Option Scheme, 2015, it is proposed to increase the Authorised Share Capital of the Company Q Equitas Holdings AGM Amendment of the Memorandum of Association This is an enabling resolution to meet the requirements under Employee Stock Option Scheme, 2015 Q Equitas Holdings AGM Amendment of Articles of Association - Permitted contributions by the company The Company is seeking enabling resolution for expenditure towards its CSR activities and to alter the Articles of Association [AoA] of the Company with regards to the same. Q Equitas Holdings AGM Leasing of school infrastructure to Equitas Development Initiatives Trust The Company is seeking enabling resolution for expenditure towards its CSR activities. Q Hindustan Petroleum Corporation Postal Ballot Issue of Bonus Shares Improved liquidity due to increase in number of shares. Q Supreme Industries AGM Adoption of Accounts No major adverse comments by auditors. Q Supreme Industries AGM Declaration of dividend In line with the dividend distribution policy of the company. Q Supreme Industries AGM Re-appointment of Director: Mr. V.K. Taparia (Executive Continuity in the management of company. Q Supreme Industries AGM Appointment of Auditors Within regulatory guidelines. Q Supreme Industries AGM Adoption of a new set of Articles of Association The new Articles of Association will be in conformity with the Companies Act, Q Supreme Industries AGM Re-appointment of Mr. SJ Taparia as an Executive Director Continuity in the management of company. Q Supreme Industries AGM Payment of Remuneration to Cost Auditors Within applicable guidelines. Q Larsen and Tourbo Postal Ballot Issue of Bonus Shares Improved liquidity due to increase in number of shares. Q Bharat Petroleum Corporation Postal Ballot Issue of Bonus Shares in the ratio of 1:2 Improved liquidity due to increase in number of shares. Q UPL AGM Adoption of Accounts No major adverse comments by auditors. Q UPL AGM Declaration of dividend In line with the dividend distribution policy of the company. Q UPL AGM Re-appointment of Director: Mr. Jaidev Rajnikant Shroff (Non-executive Q UPL AGM Re-appointment of Director: Mrs. Sandra Rajnikant Shroff (Non-executive Q UPL AGM Appointment of Auditors Within regulatory guidelines. Q UPL AGM Payment of remuneration to Cost auditor Within applicable guidelines. Q UPL AGM Issue of Non-Convertible Debentures to raise upto Rs Crore Normal course of funding for business. Q UPL AGM Creation of Employee Stock Option Plan 2017 Will help in long term retention of employees. Q UPL AGM Extension of the ESOP Plan to Subsidiaries Will help in long term retention of employees. Q Laurus Labs AGM Adoption of Accounts No major adverse comments by auditors. Q Laurus Labs AGM Re-appointment of Director: Mr. Rajesh K. Dugar (Non-executive Q Laurus Labs AGM Re-appointment of Director: Mr. Narendra Ostawal (Non-executive Q Laurus Labs AGM Declaration of Dividend In line with the dividend distribution policy of the company. Q Laurus Labs AGM Appointment of Auditors Within regulatory guidelines. Q Laurus Labs AGM Payment of Remuneration to Cost Auditors Within applicable guidelines. Q Laurus Labs AGM Insert Article 49A of Article of association for right to nominate a Director by Bluewater Investment. Proposed addition in AoA is as per directive of SEBI. Q Laurus Labs AGM Amendment to Articles of Association The Company proposes to alter the existing Article 58 of the Articles of Association of the Company. The proposed article, as mentioned in the Notice, proposes to include Managing Director and Whole-time Director(s) in the category of retiring director for the purpose of reckoning directors liable to retire by rotation for the purpose of Section 152(6) of the Companies Act, Q Laurus Labs AGM Creation of Charges/ Mortgages Secured loans generally have easier repayment terms, less restrictive covenants, and lower interest rates. Q Laurus Labs AGM Approval of Borrowings Limit of Rs Crore Normal course of funding for business. Q Laurus Labs AGM Appointment of Mr. K. C. Chava (relative of as Asst. Vice President Can not opine on individual capabilities Q Laurus Labs AGM Revision in remuneration of Mr. C. Chereddi as Wholetime Director Can not opine on individual Q Laurus Labs AGM Payment of Bonus to Dr. S. Chava as CEO Can not opine on individual Q Laurus Labs AGM Payment of Bonus to Dr. S. R. Kalidindi as Wholetime Director Can not opine on individual
8 Q Laurus Labs AGM Payment of Bonus to Mr. V. V. Ravi Kumar as Wholetime Director Can not opine on individual Q Laurus Labs AGM Appointment of Dr. M. Venu Gopalla Rao as an Independent Director Q Laurus Labs AGM Appointment of Dr. R. Kancherla as an Independent Director Q Laurus Labs AGM Ratification of ESOP 2011 Scheme Will help in long term retention of employees. Q Laurus Labs AGM Ratification of ESOP 2016 Scheme Will help in long term retention of employees. Q Zee Entertainment Enterprises AGM Adoption of Accounts No major adverse comments by auditors. Q Zee Entertainment Enterprises AGM Declaration of dividend on Preference Shares In line with the dividend distribution policy of the company. Q Zee Entertainment Enterprises AGM Declaration of dividend on Equity Shares In line with the dividend distribution policy of the company. Q Zee Entertainment Enterprises AGM Re-appointment of Director: Mr Subodh Kumar (Non-executive Q Zee Entertainment Enterprises AGM Appointment of Auditors Within regulatory guidelines. Q Zee Entertainment Enterprises AGM Payment of remuneration to Cost auditor Within applicable guidelines. Q Zee Entertainment Enterprises AGM Re-appointment of Mr Manish Chokhani as an Independent Director Q Zee Entertainment Enterprises AGM Fixing the place of maintenance of Register of Members Approval is sought for maintaining Register & Index of Equity / Preference s, Share Transfer Register and related details including Annual Returns etc.at a new premises of RTA agent. Q Hero MotoCorp AGM Adoption of Accounts No major adverse comments by auditors. Q Hero MotoCorp AGM Declaration of Dividend In line with the dividend distribution policy of the company. Q Hero MotoCorp AGM Re-appointment of Director: Mr. Vikram Sitaram Kasbekar (Executive Continuity in the management of company. Q Hero MotoCorp AGM Appointment of Auditors Within regulatory guidelines. Q Hero MotoCorp AGM Payment of remuneration to Cost Auditors Within regulatory guidelines. Q Vedanta AGM Adoption of Accounts No major adverse comments by auditors. Q Vedanta AGM Declaration of dividend In line with the dividend distribution policy of the company. Q Vedanta AGM Re-appointment of Director: Mr. Thomas Albanese (Executive Continuity in the management of company. Q Vedanta AGM Appointment of Auditors Within regulatory guidelines. Q Vedanta AGM Appointment of Mr. G.R. Arun Kumar as Whole-time Director and CFO Within regulatory guidelines. Q Vedanta AGM Re-appointment of Mr. Thomas Albanese as Whole-time Director Within regulatory guidelines. Q Vedanta AGM Appointment of Mr. K. Venkataramanan as an Independent Director Q Vedanta AGM Appointment of Mr. Aman Mehta as an Independent Director Q Vedanta AGM Appointment of Ms. Priya Agarwal as Non-executive Director Q Vedanta AGM Payment of remuneration to Cost Auditor Within applicable guidelines. Q Vedanta AGM Issue of Non-convertible Debentures to raise upto Rs Crore Normal course of funding for business. Q Vedanta AGM Waiver of excess remuneration to Mr. Navin Agarwal as Whole-time Director The Company had already sought approval for the waiver during the previous AGM, however, it has stated that the MCA has advised it to seek fresh approval by disclosing additional information to the shareholders as required under the Section II of Part II of the Schedule V to the Companies Act, Q The Federal Bank AGM Adoption of Accounts No major adverse comments by auditors. Q The Federal Bank AGM Declaration of Dividend In line with the dividend distribution policy of the company Q The Federal Bank AGM Re-appointment of Director: Mr. Ashutosh Khajuria (Executive Continuity in the management of company. Q The Federal Bank AGM Appointment of Joint Auditors Within regulatory guidelines. Q The Federal Bank AGM Appointment of Branch Auditors Within regulatory guidelines. Q The Federal Bank AGM Reappointment of Mr. Shyam Srinivasan as Managing Director and CEO and fixing of his Remuneration Q The Federal Bank AGM Grant of 3 Lakh stock options to Mr. Ganesh Sankaran as Executive Director Can not opine on individual Q The Federal Bank AGM Payment of remuneration to Mr. K M Chandrasekhar as Chairman Can not opne on individual Q The Federal Bank AGM Payment of commission to Non-Executive Directors Within applicable guidelines and minimum impact on earnings. Q The Federal Bank AGM Reappointment of Mr. K M Chandrasekhar as an Independent Director Q The Federal Bank AGM Reappointment of Mr. Nilesh S Vikamsey as an Independent Director Q The Federal Bank AGM Reappointment of Mr. Dilip G Sadarangani as an Independent Director Q The Federal Bank AGM Reappointment of Mr. Harish H Engineer as an Independent Director Q The Federal Bank AGM Reappointment of Ms. Grace E Koshie as an Independent Director Q The Federal Bank AGM Reappointment of Ms. Shubhalakshmi Panse as an Independent Director Q The Federal Bank AGM Creation of Employee Stock Option Scheme 2017 Will help in long term retention of employees. Q The Federal Bank AGM Amendment of Article 80 of Articles of Association The Bank is proposing to amend its Article 80 of its Articles of Association relating to affixing of common seal. This is done in order to bring some flexibility regarding to affixing the same, as compared to the present situation where a common seal could be affixed in the presence of at least two directors and of the Company Secretary. Q The Federal Bank AGM Issue of debt-securities to raise up to Rs Crore Normal course of funding for future growth. Q The Federal Bank AGM Increase in borrowings limit to Rs Crore Normal course of funding for future growth. Q ICICI Prudential Life Insurance Company AGM Adoption of Accounts No major adverse comments by auditors.
9 Q ICICI Prudential Life Insurance Company AGM Declaration of dividend In line with the dividend distribution policy of the company Q ICICI Prudential Life Insurance Company AGM Re-appointment of Director: Mr. Adrian O Connor (Non-executive Q ICICI Prudential Life Insurance Company AGM Re-appointment of Director: Mr. N.S Kannan (Non-executive Q ICICI Prudential Life Insurance Company AGM Appointment of Auditors Within regulatory guidelines. Q ICICI Prudential Life Insurance Company AGM Appointment of Mr. M. S. Ramachandran as an Independent Director Q ICICI Prudential Life Insurance Company AGM Appointment of Mr. Dilip Karnik as an Independent Director Q ICICI Prudential Life Insurance Company a) Creation of Employee Stock Option Scheme b) Extension of Employee AGM Stock Option Scheme to Subsidiary Will help in long term retention of employees. Q ICICI Prudential Life Insurance Company AGM Payment of remuneration to Mr. Sandeep Bakhshi as Managing Director Can not opine on individual Q ICICI Prudential Life Insurance Company AGM Payment of remuneration to Mr. Puneet Nanda as Executive Director Can not opine on individual Q ICICI Prudential Life Insurance Company AGM Revision in the remuneration of Mr. Sandeep Batra as Executive Director Can not opine on individual Q ICICI Prudential Life Insurance Company AGM Payment of Commission to Non-executive Directors Within applicable guidelines and minimum impact on earnings. Q UltraTech Cement AGM Adoption of Accounts No major adverse comments by auditors. Q UltraTech Cement AGM Declaration of dividend In line with the dividend distribution policy of the company. Q UltraTech Cement AGM Re-appointment of Director: Mr. D.D. Rathi (Non-executive Q UltraTech Cement AGM Appointment of M/s. BSR & Co. LLPJoint Statutory Auditors Within regulatory guidelines. Q UltraTech Cement AGM Appointment of M/s Khimji Kunverji & Co Joint Statutory Auditors Within regulatory guidelines. Q UltraTech Cement AGM Payment of remuneration to Cost auditor Within regulatory guidelines. Q UltraTech Cement AGM Issue of Non-Convertible Debentures upto Rs Crore Normal course of funding for future growth. Q Bata India AGM Adoption of Accounts No major adverse comments by auditors. Q Bata India AGM Declaration of dividend In line with the dividend distribution policy of the company. Q Bata India AGM Re-appointment of Director: Mr. Shaibal Sinha (Non-executive Q Bata India AGM Appointment of Auditors Within regulatory guidelines. Q Bajaj Finserv AGM Adoption of Accounts No major adverse comments by auditors. Q Bajaj Finserv AGM Declaration of dividend In line with the dividend distribution policy of the company. Q Bajaj Finserv AGM Re-appointment of Director: Mr. Rahul Bajaj Continuity in the management of company. Q Bajaj Finserv AGM Appointment of Auditors Within regulatory guidelines. Q Bajaj Finserv AGM Payment of remuneration to Cost auditor Within applicable guidelines. Q Bajaj Finserv AGM Re-appointment of Mr. Sanjiv Bajaj as the Managing Director and fixing of his Remuneration Within applicable guidelines, however can not opine on individual Q Bajaj Finserv AGM Payment of commission to Non-Executive Directors Within applicable guidelines and minimum impact on earnings. Q Bayer CropScience Postal Ballot Buy-back of Equity Shares The buyback will enable the company to distribute its surplus cash to its shareholders and improve return ratios. Q Wipro AGM Adoption of Accounts No major adverse comments by auditors. Q Wipro AGM Declaration of dividend In line with the dividend distribution policy of the company. Q Wipro AGM Re-appointment of Director: Mr. Abidali Z Neemuchwala (Executive Continuity in the management of company. Q Wipro AGM Appointment of Auditors Within regulatory guidelines. Q Wipro AGM Re-appointment of Mr. Azim H Premji as Executive Chairman and Managing Director Continuity in the management of company. Q Wipro AGM Re-appointment of Mr. William Arthur Owens as an Independent Director Q Bajaj Finance AGM Adoption of Accounts No major adverse comments by auditors. Q Bajaj Finance AGM Declaration of dividend In line with the dividend distribution policy of the company. Q Bajaj Finance AGM Re-appointment of Director: Mr. Madhur Bajaj (Non-executive Q Bajaj Finance AGM Appointment of Auditors Within regulatory guidelines. Q Bajaj Finance AGM Issue of Non-Convertible Debentures Normal course of funding for business. Q Bajaj Finance AGM Payment of commission to Non-Executive Directors Within applicable guidelines and minimum impact on earnings. Q Sundaram Finance AGM Adoption of Accounts No major adverse comments by auditors. Q Sundaram Finance AGM Declaration of dividend In line with the dividend distribution policy of the company. Q Sundaram Finance AGM Re-appointment of Director: Mr. Harsha Viji (Executive Continuity in the management of company. Q Sundaram Finance AGM Re-appointment of Director: Mr. A. N. Raju (Executive Continuity in the management of company. Q Sundaram Finance AGM Appointment of Auditors Within regulatory guidelines. Q Sundaram Finance AGM Appointment of Mr. Rajiv C. Lochan as an Independent Director Q Sundaram Finance AGM Re-appointment of Mr.T. T. Srinivasaraghavan as Managing Director and fixing of his Remuneration
10 Q Sundaram Finance AGM Increase in borrowing limit to Rs crore Normal course of funding for future growth. Q Persistent Systems AGM Adoption of Accounts No major adverse comments by auditors. Q Persistent Systems AGM Declaration of dividend In line with the dividend distribution policy of the company. Q Persistent Systems AGM Re-appointment of Director: Mr. Anand Deshpande (Managing Continuity in the management of company. Q Persistent Systems AGM Appointment of Auditors Within regulatory guidelines. Q Persistent Systems AGM Re-designation of Mr. Thomas Kendra from Independent Director to Non- Executive Non-Independent Director Q Persistent Systems AGM Amendment to the Memorandum of Association better corporate governance practices, the Company has decided to induct an additional sub-clause 12A in the MOA of the Company after existing sub-clause 12. Q Persistent Systems AGM Creation of Employee Stock Option Scheme 2017 Will help in long term retention of employees. Q Persistent Systems AGM Extension of Employee Stock Option Scheme to Subsidiary Will help in long term retention of employees. Q Persistent Systems AGM Acquisition of shares from secondary market through Trust route Implementation of the stock option scheme through the trust route is in line with regulatory requirements. Q Persistent Systems AGM Provision of money by the Company for purchase of its own shares Within applicable guidelines. Q Kajaria Ceramics Postal Ballot Scheme of Arrangement between Kajaria Securities Private and Kajaria Ceramics Simplification of Promoter shareholding, no governance issue identified. Q Kajaria Ceramics CCM Scheme of Arrangement between Kajaria Securities Private and Kajaria Ceramics Simplification of Promoter shareholding, no governance issue identified. Q Reliance Industries AGM Adoption of Accounts No major adverse comments by auditors. Q Reliance Industries AGM Adoption of Consolidated Accounts No major adverse comments by auditors. Q Reliance Industries AGM Declaration of dividend In line with the dividend distribution policy of the company. Q Reliance Industries AGM Re-appointment of Director: Mrs. Nita M. Ambani Continuity in the management of company. Q Reliance Industries AGM Re-appointment of Director: Mr. Hital R. Meswani (Executive Continuity in the management of company. Q Reliance Industries AGM Appointment of Auditors Within regulatory guidelines. Q Reliance Industries AGM Re-appointment of Mr. Pawan Kumar Kapil as a Whole-time Director Continuity in the management of company. Q Reliance Industries AGM Re-appointment of Mr. Nikhil R. Meswani as a Whole-time Director Continuity in the management of company. Q Reliance Industries AGM Re-appointment of Mr.Yogendra P. Trivedi as an Independent Director Q Reliance Industries AGM Re-appointment of Mr. Ashok Misra as an Independent Director Q Reliance Industries AGM Re-appointment of Mr. Mansingh L. Bhakta as an Independent Director Q Reliance Industries AGM Re-appointment of Mr. Dipak C Jain as an Independent Director Q Reliance Industries AGM Re-appointment of Mr. Raghunath A. Mashelkar as an Independent Director Q Reliance Industries AGM Appointment of Mr. Shumeet Banerji as an Independent Director Q Reliance Industries AGM Alteration of Articles of Association As per statutory requirement Q Reliance Industries AGM Payment of remuneration to Cost auditor Within regulatory guidelines. Q Reliance Industries AGM Issue of Non-Convertible Debentures upto Rs Crore Normal course of funding for business. Q Ashok Leyland AGM a) Adoption of Accounts b) Adoption of Consolidated Accounts No major adverse comments by auditors. Q Ashok Leyland AGM Declaration of dividend In line with the dividend distribution policy of the company. Q Ashok Leyland AGM Re-appointment of Director: Mr. Dheeraj G Hinduja (Executive Continuity in the management of company. Q Ashok Leyland AGM Appointment of Auditors Within regulatory guidelines. Q Ashok Leyland AGM Appointment of Mr. Jose Maria Alapont as an Independent Director Q Ashok Leyland AGM Payment of remuneration to Cost auditor Within applicable guidelines. Q Ashok Leyland AGM Adoption of new set of Articles of Association The new Articles of Association will be in conformity with the Companies Act, Q Reliance Capital Postal Ballot Q Reliance Capital CCM Scheme of Arrangement between Reliance Capital and Reliance Home Finance Scheme of Arrangement between Reliance Capital and Reliance Home Finance The Company is seeking shareholders approval for Demerger of Real Estate Lending Undertaking from the Company into Reliance Home Finance, a wholly subsidiary of the Company.Scheme of arrangement is Compliant with Law. No Major governance issue observed. The Company is seeking shareholders approval for Demerger of Real Estate Lending Undertaking from the Company into Reliance Home Finance, a wholly subsidiary of the Company..Scheme of arrangement is Compliant with Law. No Major governance issue observed. Q Bharti Airtel AGM Adoption of Accounts No major adverse comments by auditors. Q Bharti Airtel AGM Declaration of dividend In line with the dividend distribution policy of the company. Q Bharti Airtel AGM Re-appointment of Director: Mr. Sheikh Faisal Thani Al-Thani (Non-executive Q Bharti Airtel AGM Appointment of Auditors Within regulatory guidelines. Q Bharti Airtel AGM Re-appointment of Mr. Manish Kejriwal as an Independent Director Q Bharti Airtel AGM Re-appointment of Mr. Gopal Vittal as the Managing Director and fixing of his Remuneration Q Bharti Airtel AGM Payment of remuneration to Cost auditor Within regulatory guidelines. Q Bharti Airtel AGM Amendment to ESOS 2005 Scheme Will help in long term retention of employees. Q Mahindra and Mahindra Financial Services AGM Adoption of Accounts No major adverse comments by auditors.
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