CANARA ROBECO ASSET MANAGEMENT COMPANY LIMITED POLICY ON VOTING RIGHTS

Transcription

1 CANARA ROBECO ASSET MANAGEMENT COMPANY LIMITED POLICY ON VOTING RIGHTS (1) Background Canara Robeco Asset Co. (CRAMC) is the asset management company for Canara Robeco Mutual Fund (CRMF). In terms of Circular dated 15 th March, 2010 issued by Securities Exchange Board of India (SEBI) and subsequent communication/s in this regard, CRAMC has drawn up the following policy on exercise of voting rights attached to the securities issued by the investee Companies. As the investment manager to CRMF, CRAMC is obliged to act in the best interests of the unit holders. CRAMC believes that the principles as laid down in this policy are essential to ensure long-term performance of the assets managed by CRAMC. CRAMC will exercise voting rights with the same level of care and skill as it manages the funds. CRAMC will endeavour to use its influence as a shareholder amongst others by exercising its voting rights in the best interests of the unit holders. (2) Philosophy The exercise of voting rights requires ongoing review of the corporate governance, industry performance, financial performance of the Company and changes in management of the investee Companies and also the consideration of the potential impact of a vote on the value of the securities of the investee Companies held by the Funds. For effective discharge of the obligations under this policy, CRAMC accesses and utilizes research on financial performance and corporate governance issues, drawn from its in house research team and also from the independent research firms on need basis. The fund managers of the respective scheme shall review all the routine as well as non-routine proposals for which voting rights to be exercised and shall determine its impact on the interest of the unitholders of the respective scheme. Generally, for all routine proposals of the investee Companies which have no impact on unitholders interest, the fund manager may attend the general meetings and/ or vote in favour of the proposals or may even abstain from attending the general meetings and/ or voting on such proposals. However, according to the views of the fund managers, if any proposal of the investee Company(ies) has any adverse impact on the unitholders interest, the fund managers shall attend and/ or vote against the such proposal. (3) VOTING GUIDELINES Though the list of the corporate proposals for which voting rights are to be exercised is very wide, some of them are critical, in view of their impact on the value of investments in long run. Accordingly, the indicative guidelines for voting in such proposals are as follows: (a) Vote in favour of the proposals: The fund managers of each scheme shall review on case to case basis the economic and strategic aspects and may decide to vote in favour of the following proposals if in the opinion of the fund manager, the said proposals are in the interest of the unitholders: - Change in registered office from one state to other state - Merger and acquisition - Change in capital structure for future expansion of business - Appointment of independent directors - Matters relating to social responsibilities (b) To vote against the proposals: The fund managers may vote against the following proposals: - Merger and acquisitions if based on the fund managers review of the economic and strategic aspects are having adverse impact on the interest of the unitholders. - Re-appointment of Statutory Auditor when there is convincing evidence of financial irregularities and negligence. - Change in capital structure resulting in excessive dilution of existing shareholders value. - Generous stock options resulting in dilution of existing shareholders value. - Excessive to whole time directors/ executive directors/ Managing Directors/ Manager. - Any other issue that may affect the interest of the unit holders. The above guidelines are only indicative in nature. The decision of the fund managers of the respective schemes on the matter of voting shall be final. (4) Disclosure CRAMC shall make a disclosure of votes cast on their website (in spreadsheet format) on a quarterly basis, within 10 working days from the end of the quarter as well as in the annual report the actual exercise of votes in equity holdings across all the schemes of the fund alongwith a certification obtained from a scrutinizer, appointed in terms of Rule 20 (3) (ix) of Companies ( and Administration) Rules, 2014*, on the voting reports exercised. In addition, CRAMC will also publish summary of the votes cast across all its investee company and its break-up in terms of total number of votes cast in favor, against or abstained from. The format for said disclosure is provided in Annexure 1. * As per Rule 20 (3) (ix) of Companies ( and Administration) Rules, 2014, a Scrutinizer means a person who may be Chartered Accountant in practice, Cost Accountant in practice, or Company Secretary in practice or an Advocate, or any other person who is not in employment of the company and is a person of repute who, in the opinion of the Board can scrutinize the voting and remote e-voting process in a fair and transparent manner. (5) Conflict of interest The following instances may result in conflict and therefore impact the decision on voting: a) Fund manager/s having personal investment in the investee Company. b) Company being the distributor to the products of CRMF. c) Investment in group companies of CRAMC. d) Investment by investee Companies in the scheme(s) of CRMF. In each of the above conflicting situations, the fund managers of the respective schemes shall ensure that the voting on the proposals of such investee Companies is always in the best interest of the unitholders. The fund manager may even decide to abstain from voting where the above conflicting situation exists or the same is in the best interest of the unitholders. (6) Review & Control Internal controls and checks shall be put in place encompassing the voting mechanism including periodical review of this policy, voting process, voting records, disclosure of voting rights etc. The Compliance officer in consultation with the shall review the effectiveness of the said checks and controls. The Board of Directors of CRAMC and Board of Trustees of CRMF shall review and ensure that of CRAMC have voted on important decisions that may affect the interest of investors and the rationale recorded for vote decision is prudent and adequate. (7) Process for voting Custodian shall send the / EGM/ ballot trackers to Compliance officer and fund managers. Fund manager shall review the proposal and will decide the manner of voting. Pursuant to the authority given by the Board of Trustees by its resolution under section 113 of the Companies Act, 2013 and based on the recommendations of the fund manager on the manner of voting Chief executive Officer/ Chief Operating Officer/ Compliance Officer/ Head-Equities/ Head-Fixed Income/ Head-Risk shall issue authorization in favour of any employee/ trainee/ employee of the agency hired for the purpose of voting including casting votes by e-voting. Compliance department shall maintain all the relevant records relating to voting. (8) Reporting of Voting details CRAMC shall annually place before the Board of Directors & Board of Trustees a detailed report on exercise of voting rights alongwith the Scrutinizer s certificate. The Board of Trustees shall confirm the same alongwith any adverse comment made by the auditors to SEBI in half yearly trustee report. (9) Review of the policy This policy will be subjected to annual review. The reviewed policy with necessary changes, if any, will be placed for the approval of the Board of the Directors of CRAMC and for noting by the Board of Trustees of CRMF. 1

2 05 April 06 April 15 April 15 April 17 April 21 April Grasim Industries Details Details of Votes of Votes cast cast during during the the Financial Year Year (contd...) Approve a Composite Scheme of Arrangement between Aditya Birla Nuvo Limited and Grasim Industries Limited and Aditya Birla Financial Services Limited and their respective shareholders and creditors Future Retail Ltd NCM Approve acquisition and merger of Heritage Foods Limited s (HFL) retail, agri and bakery businesses for an all-share consideration of Rs.2.7bn D C B Bank Tata Consultancy Services Sun T V Network F A G Bearings India To issue equity shares to Qualified Institutional Buyers for an amount not exceeding Rs. 4.0 bn To approve change in place of keeping and inspection of registers, returns etc., other than at the Registered Office of the Bank Buyback of upto 56.1 mn equity shares at Rs per share (face value Rs. 1) through a tender offer, aggregate consideration not to exceed Rs 160 bn Reappoint K. Vijaykumar (DIN: ) as Managing Director and Chief Executive Office for a term of five years from 20 April and fix his Reappoint Kalanithi Maran as Executive Chairperson for a term of five years from 20 April and fix his Reappoint Ms. Kavery Kalanithi as an Executive Director for a term of five years from 20 April and fix her Adoption of accounts for the year ended 31 December 2016 Declare final dividend of Rs per equity share (face value Rs. 10.0) Re-appoint Klaus Rosenfeld as a Non-Executive Non- Re-appoint R. Sampath Kumar as a Non-Executive Non- Ratify reappointment of BSR & Co LLP as statutory auditors for Approve related party transactions with Schaeffler Technologies AG & Co. KG Germany for three years (upto 2019) of upto Rs. 6.6 bn for with an annual increment of 15% over previous year Approve of Rs. 0.1 mn for cost auditor in Against/ For Against The addition of several new businesses will add to the complexity of Grasim s already diversified business profile. The merger also increases promoter s equity in Grasim and dilutes existing shareholders. For For FRL will issue mn shares of face value Rs. 2 each (amounting to Rs. 2.7 bn) to HFRL as consideration, which is reasonable given the size and performance of these businesses. The dilution for FRL s promoter shareholders is marginal at ~4%. Further, the proposed merger of HFL s retail business with FRL will help diversify FRL s product base, provide a complementary network of small retail stores as well as enhance the company s presence in Southern India. For For The proposed issuance is likely to result in an equity dilution of 7.9% of expanded capital base. However, the funds will support the bank s capital requirements for growth. For For DCB Bank's Registrar and Transfer Agent (RTA) has shifted its registered office to Vikhroli from Bhandup both locations are in Mumbai. The company registers will be maintained at the RTA s new location. For For The buyback will be open to all equity shareholders, including promoters. Promoter participation will be to the extent of their shareholding: Tata Consultancy Services promoters currently hold 1,444.5 mn equity shares (73.3% of total equity). The proposed buyback aggregates ~2.85% of issued and paid-up equity capital and will result in funds usage of an estimated Rs bn, which is within the statutory limit of being less than 25% of the aggregate of the paid-up share capital and free reserves as per the audited accounts of the Company as on 31 December 16. The buyback will return surplus funds to its shareholders. It will improve the balance-sheet and profitability ratios. For For K. Vijaykumar, 51 years, was appointed as the Managing Director & Chief Executive Officer with effect from 20th April 2012 for a period of five years. The company proposes to reappoint him as the Managing Director and CEO of the company from 20 April for a term of five years. His proposed maximum of Rs mn is commensurate with the size and complexity of responsibilities and is comparable to peers. For Against Kalanithi Maran s proposed estimated at Rs mn is higher than peers. Together Kalanithi Maran and Ms. Kavery Kalanithi, were paid an aggregate amount of Rs mn in FY16 (Rs mn in FY15) as, which is ~15.4% of consolidated FY16 net profits. The quantum of is excessive, and the aggregate amount paid to these two directors accounts for 52.6% of the total employee expenses in FY16. For Against Ms. Kavery Kalanithi s proposed estimated at Rs mn is higher than peers. For For As accounts are audited by Independent Statutory auditor and as they have not raised any qualifications. For For The total dividend outflow including dividend tax for 2016 is Rs. 0.2 bn. This represents an increase of ~17% from The dividend payout ratio for the year is ~14%. The company has cash reserves of Rs 6.4 bn. And should consider improving its dividend payouts. For For Klaus Rosenfeld, 51, is the CEO of the Schaeffler Group and has served on the board of the company for last 2 years. He has attended only 40% (two out of five attended) of board meetings during 2016 and 75% of board meetings in 2015 (three out of four attended). We expect the directors to take their responsibilities seriously and attend all meetings. For For R. Sampath Kumar, 58, is a lawyer by profession. He has been associated with the company since 1999, as Alternate Director to Frank Huber till April Then, he was appointed as a Non-Executive Non- on the board. His reappointment is in line with all the statutory For For BSR & Co LLP have been auditing the accounts of the company for past six years. The ratification of their reappointment as statutory auditors is in line with the requirements of Section 139 of the Companies Act For For FAG India has long standing transactions of sale, purchase or supply of goods, materials and services with its group company, Schaeffler Technologies AG & Co. KG, Germany. The cumulative value of these transactions in 2016 was Rs. 5.7 bn. The transactions are in the ordinary course of business and at arm s length. For For The board has approved the appointment of Y. S. Thakar & Co. As cost auditors for for a total of Rs. 0.1 mn (excluding service tax and reimbursement of out-of-pocket expenses). The is reasonable. 2

3 30 April 03 May 05 May 08 May V-Guard Industries P I Industries Details of Votes cast during the Financial Year (contd...) Against/ Appoint Dharmesh Arora as Executive Director For For Dharmesh Arora (DIN: ), 49, has over 27 years of experience in Automotive Industry. His appointment meets all statutory Appoint Dharmesh Arora as Managing Director for five years w.e.f. 6 March and fix his To amend the Object Clause of the Memorandum of Association (MOA) of the company To amend the Liability Clause of the Memorandum of Association (MOA) of the company Create charges/mortgages/encumbrances on assets of the company upto Rs. 7.5 bn To add 0.2mn stock options to Employee Stock Option Scheme, 2013 (ESOS 2013) Appoint Salil Singhal, Chairman Emeritus as Advisor for a period of 5 years and to fix his at Rs.14.4mn annually Sanofi India Adopt the financial statements for the year ended 31 December 2016 Confirm interim dividend of Rs.18.0 per equity share and declare final dividend of Rs.50 per equity share (face value Rs.10.0) Zee Entertainment Enterprises Reappoint Lionel Guerin as Director, liable to retire by rotation For For Dharmesh Arora is a Mechanical Engineer and holds a MBA degree from Trium Global Executive. He joined the company in 2012 as its India CEO, prior to which he was the Global Purchasing Director for Powertrains in GM (USA). His of Rs. 20.2mn for and upto Rs. 29.4mn till 2021 is in line with peers and commensurate with the scale of operations. For For To align the existing MOA of the company with the requirements of the Companies Act, 2013 and to increase their presence in the home and kitchen appliances category, the company proposes to insert, home and kitchen appliances of all kinds both electrical and non-electrical, in Clause III A of the Object Clause of the MOA of the company. For For To align the existing MOA of the company with the requirements of the Companies Act, 2013, the company proposes the alteration of the liability clause. For For Secured loans typically have easier repayment terms, less restrictive covenants, and marginally lower interest rates. For For The cost impact of incremental options will be Rs mn and will cause an equity dilution of 0.05%. Assuming a vesting period of five years, the company will expense Rs. 7.4mn per year incrementally, which is ~0.7% of the FY16 net profit of the company. We note that the company has exhausted 90% of the existing scheme size of ~13.5 mn stock options. It needs additional headroom to continue granting options under the scheme. The company should be more transparent in disclosing the basis on which it decides between issuing share options and RSU s to employees and also the reasons for choosing to add options to existing scheme rather than initiating a new scheme. For For Given Salil Singhal s business insights, and counter-party relationships, we believe his continuing support to PI Industries will be in the longterm interest of the company. For For Matter is of routing nature. As accounts are audited by the external statutory auditors and no qualifications are raised by them. For For The total dividend for 2016 aggregates is Rs. 68 per equity share. Total cash outflow on account of dividends (interim and final) and dividend distribution tax for 2016 is Rs. 1,885 mn and the payout ratio is 63.5% (56% in 2015). For For Lionel Guerin (DIN ) is the Chief Financial Officer. His reappointment is in line with all statutory Retirement of Francois Briens as Director For For Francois Briens (DIN ) is the Vice President, CFO, Intercontinental region of the Sanofi Group. He will retire in the forthcoming. Appoint Price Waterhouse & Co as statutory auditors for five years Appoint Cyril Grandchamp-Desraux as Non-Executive Non- Appoint Thomas Rouckout as Non-Executive Non- Increase the limit of related party transaction with Sanofi-Aventis Singapore Pte. Ltd from Rs.11 bn to Rs.20 bn annually Ratify to DC Dave & Co. as cost auditors for Approve acquisition of (a) the television business of Reliance Big Broadcasting Private Limited (RBBPL), (b) the business undertaking comprising of acquiring content from producers and third parties of BIG Magic Limited (BML) and (c) the television broadcasting division of Azalia Broadcast Private Limited (ABPL) on a going concern basis For For The company proposes to change its statutory auditors and appoint Price Waterhouse Chartered Accountants LLP: the previous auditors were SRBC & Co. Price Waterhouse & Co s appointment is in line with the requirements of Section 139 of the Companies Act For For Cyril Grandchamp-Desraux (DIN: ) is the Head of Asia Business of Sanofi group. His appointment is in line with statutory For For Thomas Rouckout (DIN: ) is the Head of Finance for Pharma Solids in Industrial Affairs of Sanofi group. His appointment is in line with statutory For For The nature of proposed transactions includes purchase, receipt and/ or transfer of products, active pharmaceutical ingredients, materials, services, other obligations from/to Sanofi-Aventis Singapore. The company can make transactions upto Rs. 11 bn with Sanofi-Aventis Singapore, approved in In 2016, the aggregate value of imports and exports from Sanofi-Aventis Singapore reached Rs bn. In order to increase the headroom to make transactions, the company proposes to increase the limit to Rs bn annually. The proposed related party transactions are in ordinary course of business and at arm s length. For For Payment to cost auditors for aggregating to Rs. 346,500 (excluding service tax and out-of-pocket expenses) is commensurate to the size of the company. For For The company proposes to acquire the TV Broadcasting businesses of three Reliance entities which comprises two operational general entertainment channels (BIG Magic and BIG Ganga) and four other TV licenses. As consideration for the transferred businesses Zee will issue an aggregate of 3.9 mn cumulative redeemable non-convertible preference shares of face value Rs each. These preference shares will have a tenure of three years. In addition, Zee will take over the debts of the demerged businesses of Rs bn. Thus, the total 3

4 09 May 09 May Kotak Mahindra Bank EGM Details of Votes cast during the Financial Year (contd...) To increase ceiling limit on total holdings of FII / FPIs to a maximum of 49% of the paid-up capital To issue securities upto 62.0 mn equity shares by way of public issue / private placement / rights issue or qualified institutions placement A B B India Adoption of financial statements for the year ended 31 December 2016 To declare final dividend of Rs.4.0 per equity share (face value Rs.2) Reappoint Tarak Mehta as Non-Executive Non- Appoint B S R & Co LLP as statutory auditors for a period of five years and fix their Fix commission for non-executive directors at an amount not exceeding 1% of net profits for five years from 1 January Approve of Rs. 3.3 mn for Ashwin Solanki & Associates as cost auditors for the financial year ending 31 December To amend the Object Clause of the Memorandum of Association (MOA) of the company Adoption of a new set of Articles of Association (AoA) of the company containing regulations in line with the Companies Act, May Nestle India Adoption of financial statements for the year ended 31 December 2016 Declaration of final dividend of Rs per share (FV Rs. 10 each) and confirmation of total interim dividend of Rs. 40 per share Against/ consideration amounts to Rs bn. The valuation is in line with peers. The scheme of arrangement is part of the company s strategic plan to expand its portfolio of general entertainment channels. The equity shareholding pattern of Zee will not change. For For Kotak Mahindra Bank (Kotak Bank) currently has shareholder approval for FPI / FII holding at 42% of the paid-up equity share capital of the Bank. The above is an enabling resolution to increase FII / FPI investment limits to 49% under the automatic route which requires shareholder approval. For For Kotak Bank has been asked by the RBI to reduce its promoter stake. The first milestone to be achieved by the Bank is to bring down promoter holding to 30% by June. The capital raised will be utilized by the Bank to augment its capital base, acquisition and resolution of stressed assets, organic growth and general corporate purposes. If Kotak Bank issues the entire 62.0 mn equity shares, at current market prices it can raise ~ Rs 55.2 bn. The dilution will be ~3.3% on the expanded capital base. Promoter holding will go down from the current 32.1% to 31.0%. For For As the accounts are audited by independent statutory auditors and they have not raised any qualifications with regards to the accounts. For For ABB India Limited (ABB) has paid final dividend of Rs. 4.0 per equity share of face value Rs. 2.0 for the year ended 31 December The total dividend outflow including dividend tax is Rs. 1.0 bn. The dividend payout ratio is 27.1%. For For Tarak Mehta is President, Electrification Products division of ABB Limited, Switzerland. His reappointment is in line with all statutory For For B S R & Co LLP s appointment is in line with the requirements of Section 139 of the Companies Act For For 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. Companies should set a cap in absolute terms on the commission that will be paid to the non-executive directors. For For The total proposed is reasonable compared to the size and scale of the company s operations. For For The existing MoA of the company was originally adopted at incorporation and amendments were carried out as and when required. To cover various business activates undertaken by the company under one Object Clause, it is proposed to alter the Objects Clause of the MoA. The proposed new sub-clause covers areas of businesses which the company may undertake in future. For For ABB 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, For For Matter is of routine nature. As accounts are audited by the external statutory auditors and no qualifications are raised by them. For For Nestlé India Limited (Nestlé) proposes to pay a final dividend of Rs per share of face value Rs. 10 for the year ended 31 December The company has also paid a total interim dividend of Rs per share during the year. This aggregates to a total dividend of Rs per share (Rs 48.5 per share for 2015). The dividend payout ratio for the year is 78.0% (100.5% in 2015). Reappoint Shobinder Duggal as Director For For Shobinder Duggal is the Executive Director Finance & Control and the CFO of the company. He retires by rotation. His reappointment is in line with statutory guidelines. Appoint BSR & Co. LLP as statutory auditors for five years and fix their Ratify of Rs. 192,000 (plus service tax and out of pocket expenses) for Ramanath Iyer & Co. as cost auditors for the records of the milk food products division for Appoint Martin Roemkens (DIN ) as Whole- Time director Appoint Martin Roemkens (DIN ) as Director- Technical for a term of five years from 1 April and fix his For For BSR & Co. LLP s appointment is in line with the requirements of Section 139 of the Companies Act For For The board has approved the appointment of Ramanath Iyer & Co. As cost auditors for the records of the milk food products division for the year ending 31 December on a total of Rs. 192,000 plus applicable service tax and out of pocket expenses. For For Martin Roemkens, 47, is the Former Technical Manager of Nestlé s North East Africa Region. He was appointed as an Additional director from 1 April. His appointment is in line with statutory guidelines. For For Martin Roemkens has over 20 years of experience in Technical and Production functions and has held senior management positions during his career. Prior to this, he was the Technical Manager in Nestlé s North East Africa Region. His proposed for will range between Rs mn and Rs mn, which is commensurate with the size and complexity of responsibilities. We recommend that companies disclose an absolute cap on the amount of variable that is proposed to be paid to directors. 4

5 11 May I I F L Holdings 11 May Dish T V India 12 May 16 May 19 May 01 June 05 June H C L Technologies Motherson Sumi Systems Credit Analysis & Research NCM Details of Votes cast during the Financial Year (contd...) Appoint Ms. Rama Bijapurkar (DIN ) as an for a term of five years from 1 May To approve Scheme of Arrangement between IIFL Holdings Limited and 5Paisa Capital Limited Approve amalgamation of Videocon D2H Limited with Dish TV India Limited Buyback of equity shares upto Rs.35 bn at a price of Rs per share through a tender offer Creation of charges/ mortgages over shares of MSSL (GB) Ltd held by the company upto Rs.22 bn to secure borrowings to be availed by the company To change the name of the company from Credit Analysis & Research Limited to CARE Ratings Limited D C B Bank Adoption of financial statements for the year ended 31 March To declare dividend of Rs. 0.5 per share on equity shares (face value Rs. 10) To reappoint Amin Manekia (DIN ) as director To ratify appointment of Deloitte Haskins & Sells as statutory auditors for a period of one year and fix their To approve raising of funds by issue of bonds/ debentures/ securities on Private Placement basis upto Rs 4.5 bn To increase borrowing powers upto Rs 22.0 bn or the aggregate of the paid-up capital and free reserves, whichever is higher To ratify the bonus paid to Murali Natrajan, the Managing Director & Chief Executive Officer, for FY16 Raymond Adoption of financial statements (standalone and consolidated) for the year ended 31 March Against/ For For Rama Bijapurkar serves as an Independent Consultant. She has over 30 years of experience in marketing strategy consulting and market research. Her appointment is in line with statutory guidelines. For For IIFL Holdings (IHL) plans to demerge its digital undertaking 5Paisa and transfer it to its 100% subsidiary 5Paisa Capital (5PCL). The exchange ratio will be 1 share of 5PCL (FV Rs 10) for every 25 shares held in IHL. Post the transfer, IHL plans to list 5PCL on the designated stock exchanges post approval from SEBI and other relevant authorities, with a mirror shareholding of IHL. For For Dish TV will issue 2.02 equity shares (face value Re.1.0) for every one equity share (face value Rs. 10.0) held in Videocon D2H. This implies that the shareholder of Dish TV will own 55.4% in the merged entity, while the shareholders of Videocon D2H will own 44.6% in the merged entity. The proposed merger of Dish TV and Videocon D2H will create one of the leading cable and satellite distribution business in India. The merged entity will have 27.6 mn subscribers (as on 30 September 2016) and will hold 16% market share of the 175 mn TV households in India. The implied valuation is in line with the respective contribution to the merged entity and comparable to peers. For For At the buyback price of Rs per share, the company will buyback 35 mn equity shares resulting in a 2.45% reduction in the equity share capital. The promoters will participate in the buyback. The buyback will enable the company to distribute its surplus cash to its shareholders, and may improve return ratios. For For Motherson Sumi Systems Limited (MSSL) acquired PKC Group Plc, Finland. To fund this acquisition, the company and its step-down subsidiary MSSL (GB), may borrow funds. To secure these borrowings, the company has proposed to create charge/ mortgage over shares of MSSL (GB) Ltd held by the company upto Rs. 22 bn (in INR or foreign currency) including hedging/ derivative facilities upto Rs. 5 bn. Creation charge/ mortgage on the assets of the company enables the company to raise secured debt. Secured loans have easier repayment terms, less restrictive covenants and marginally lower interest rates. For For The proposed name is an abbreviation of its current name and its brand name. The company is of the opinion that the proposed name will increase the visibility of the company while reflecting the brand name. For For Matter is of routine nature. As accounts are audited by the external statutory auditors and no qualification are raised by them. For For Given two years of adequate profitability, DCB Bank (DCB) proposes its first dividend in thirteen years. The bank proposes to pay equity dividend of Rs 0.5 per share of face value Rs. 10 for FY17. Overall dividend payment is ~ Rs 0.2 bn, and the payout ratio will be ~ 8.2%. For For Amin Manekia was appointed on the board as an on 12 January He has worked for more than 26 years in various capacities in different institutions of the Aga Khan Development Network. He had also served on the Board of DCB as a director from 30 September In October 2016, there has been a change in his status from to Non-. DCB proposes to continue his appointment on the Board as a nonindependent director liable to retire by rotation. For For Deloitte Haskins & Sells were appointed as statutory auditors in the of FY16. The ratification is in line with and complies with the requirements of section 139 of the Companies Act For For These long-term bonds / NCDs will be within the Bank s overall borrowing limits. The Bank s short term debt is rated CRISIL A1+ and ICRA A1+ and BASEL III Tier II Bonds program is rated ICRA A+ which signifies strong degree of safety with regarding to timely repayment of financial obligations. For For DCB Bank needs fresh long term funds for business growth. The bank s total capital adequacy ratio on 31 March was 13.8% with a Tier-1 capital adequacy ratio of 11.87%. Since DCB Bank is required to maintain its capital adequacy ratio at levels prescribed by the RBI, we believe that the Bank s debt levels will be maintained at regulated levels at all times. For For Murali Natrajan was paid Rs 65.0 mn including performance bonus of Rs 11.5 mn. There were no stock options granted in FY17. While his proposed has been approved by the shareholders and RBI, the Bank seeks shareholder ratification for the bonus paid to him. Though Murali Natrajan s is in line with the performance and growth of DCB Bank it is higher that paid to his peers given the size of the Bank. However, Murali Natrajan is a professional with over 30 years of experience in the banking industry. For For Results declaration is mandatory and within regulatory framework. 5

6 06 June Details of Votes cast during the Financial Year (contd...) Approve final dividend of Rs.1.25 per equity share (FV Rs. 10) Reappoint Gautam Singhania as Director, retiring by rotation Appoint Walker Chandiok & Co as statutory auditors for five years Appoint Akshaykumar Chudasama as Independent Director for five years with effect from 21 July 2016 Fix of cost auditors, R. Nanabhoy & Co. for FY18 Issuance of Non-Convertible Debentures (NCDs)/ bonds/other instruments upto Rs.7.5 bn Pay upto 1% of net profit as commission to Non- Executive Directors Ratify the reappointment of H Sunder as Wholetime Director from 29 July 2016 to 28 April and revise his Approve or reject the offer required to be made by the company under the tripartite agreements entered between the company, Pashmina Holdings Limited and Vijaypat Singhania, Gautam Singhania, Akshaypat Singhania and Ms. Veenadevi Singhania (along with Anant Singhania) Yes Bank a. Adoption of financial statements for the year ended 31 March ; b. Adoption of consolidated financial statements for the year ended 31 March To declare dividend of Rs 12 on equity shares of face value Rs 10 To reappoint Ajai Kumar (DIN: ) as nonexecutive non-independent director To ratify appointment of B.S.R. & Co. LLP.as statutory auditors To approve of Ashok Chawla as Non- Executive Part-Time Chairperson for a period of three years Against/ For For Raymond proposes a final dividend of Rs per equity share for FY17. Dividend payout ratio for the year is 22.7% v/s 29.5% in FY16. For Against We believe the company s weak performance, and the estimated opportunity loss of over Rs. 6.5 bn on the real estate transaction (Resolution #10) to which Gautam Singhania (DIN ) is a beneficiary, are sufficient reasons to raise concerns over his continued position as an executive director. The board must consider professionalizing the board and putting in place a strong succession plan. For For Walker Chandiok & Co is replacing Dalal & Shah as the statutory auditors. Their appointment is in line with the statutory For For Akshaykumar Chudasama (DIN ) is the Managing Partner of Shardul Amarchand Mangaldas & Co Advocates & Solicitors. His appointment is in line with all statutory He was an of the company between 21 April 2011 and 7 June He was subsequently appointed back on the board on 21 July He is listed as in interested party in resolution #10: management has stated that he represents the company in the transaction. For For Remuneration of Rs. 350,000 to cost auditors for FY18 is reasonable compared to the size and scale of operations. For For Raymond had outstanding borrowing (standalone) of Rs bn as on 31 March, which is 1.3x times networth and 5.6x EBIDTA. The company s debt-to-networth ratio has averaged around 1.3x in the last three years. The issuance of securities will be within the overall borrowing limit. For Against In deferring the decision on resolution #10 to shareholders, the audit committee has failed in the discharge of its fiduciary responsibilities. Further, several of the independent directors were on the board and were part of the audit committee that authorized the option of sale of the apartments in JK House at throw-away prices in We believe the independent directors have failed to separate the interests of the company from its shareholders. For For H Sunder was the Chief Financial Officer of the company at the time when the tripartite agreements (referred in resolution 10) were signed in He was subsequently appointed on the board in July 2011 as a Wholetime Director. During his tenure as a KMP and as a board member, the company had not made any disclosures to stakeholders regarding these contracts. By allowing material information to be withheld, H Sunder has failed in his fiduciary responsibility towards the company s stakeholders. However, we support this resolution as it pertains only to the ratification of his earlier reappointment as a Wholetime Director for the period between 29 July 2016 to 28 April. His revised of ~Rs mn for this period is comparable to peers and commensurate with the size of the company. For Against The tripartite agreement gives an option to each of the four promoter families to purchase a duplex apartment each with a carpet area of 5,185 square foot at the rate of Rs. 9,200 per square foot. The transaction is not at arm s length and not in ordinary course of business. The opportunity loss from this transaction is estimated at over Rs. 6.5bn and is large in the context of Raymond Limited s own size - it aggregates over Rs. 100 per share. Moreover, if the company were to sell the residential properties at market value, it would more than recover its cost of development: Raymond has spent Rs. 2.7bn not including the cost of land - in rebuilding JK House. For For Matter is of routine nature. As accounts are audited by the external statutory auditors and no qualification are raised by them. For For For the year ended 31-Mar-, YES Bank proposes to pay a final dividend of Rs per share, up 20% from Rs 10 paid in FY16. PAT has increased 31.5% from Rs 25.4 bn to Rs 31.5 bn in FY17. Dividend payout decreased to 18.9% in FY17 from 19.9% in FY16. For For Ajai Kumar has been senior Strategic Advisor of the Bank from July 2014 to January Prior to this he was CMD Corporation Bank. He was appointed as director liable to retire by rotation in the of FY16. His reappointment is in line with all statutory For For BSR and Co. (KPMG Group) were the auditors prior to FY12. YES Bank appointed BSR & Co LLP again as statutory auditors for four years in the of FY16. While the cooling off period for auditor reappointment is five years under Companies Act 2013, it is two years (for private sector banks) as per RBI guidelines. YES Bank comes under the purview of the RBI guidelines, the ratification of appointment of BSR & Co. Is in line with all banking statutory For For Ashok Chawla is Chairperson, National Stock Exchange (NSE) and former Chairperson of Competition Commission of India. He was appointed as in June 2016 and as Part time, Non- Executive Chairperson in October His proposed of Rs 3.0 mn + perquisites + sitting fees is in line with that paid to Chairpersons of other private sector banks. 6

7 09 June 12 June 13 June 13 June 13 June Details of Votes cast during the Financial Year (contd...) To increase borrowing limits from Rs 500 bn to Rs 700 bn To borrow / raise funds in Indian/foreign currency by issue of debt securities including but not limited to non-convertible debentures, bonds etc. upto Rs 200 bn on private placement basis To appoint Ms. Debjani Ghosh (DIN: ) as for a period of five years from date of the Arvind NCM Approve merger of Arvind Brands & Retail (ABRL), Arvind Garments Park Pvt. (AGPPL) and Dholka Textile Park Pvt. (DTPPL), wholly owned subsidiaries, with Arvind Limited (Arvind) I C I C I Bank Mahindra & Mahindra Engineers India Indraprastha Gas NCM Increase in authorised share capital and consequent alteration to the capital clause of the Memorandum of Association Against/ For For The Bank is well capitalized - its capital adequacy ratio of 17.0% is much higher than RBI s minimum requirement under BASEL III norms. Further, YES Banks s debt is rated ICRA AA+(Tier I)/ ICRA AA / Stable/ ICRA A1+ and Moody s Baa3 / Stable / Prime-3, which indicates a high degree of safety regarding timely servicing of financial obligations. Considering the growth in business and operations of the Bank, its present and future requirements, YES Bank needs fresh funds. Since YES Bank is required to maintain its capital adequacy ratio at levels prescribed by the RBI, we believe that the Bank s debt levels will be regulated at all times. For For YES Bank seeks approval to borrow/raise funds in Indian /foreign currency by issue of debt securities in one or more tranches upto Rs 200 bn. This limit will be within the overall borrowing limit of Rs 700 bn. YES Banks s debt is rated ICRA AA+(Tier II)/ Stable/ICRA A1+ and Moody s Baa3 / Stable / Prime-3. For For Ms. Debjani Ghosh is the former Vice President, Sales & Marketing Group (SMG), Intel, and Managing Director, Intel South Asia. Her appointment is in line with all statutory For For The businesses of ABRL, AGPPL and DTPPL form part of Arvind s textile business value chain. The proposed merger will simplify the existing organizational structure of Arvind and may improve operational efficiency. As per the scheme, there will be no issuance of shares and the entire equity share capital of the subsidiaries will be cancelled. Hence, there will be no change in the economic interest for the shareholders. For For ICICI Bank proposes to increase the equity shares component of its authorized equity capital from 6.3 bn shares to 10.0 bn shares to accommodate the 1:10 bonus issue as proposed in Resolution #3. The authorized share capital will aggregate Rs bn, after including the other and preference share capital of Rs 5.0 bn. As of 31 March, the issued and subscribed equity capital of ICICI Bank Stood at Rs 11.6 bn divided into 5.8 bn equity shares of face value Rs 2 each, with no issuances of preference or other shares. Alteration of Articles of Association For For The capital clause of the Articles of Association would require amendment to accommodate the bonus issue proposed in Resolution # 3. Issue of bonus shares, one share for every ten shares held To amend the exercise period of options granted under the Employee Stock Option Scheme to a period not exceeding 10 years from the date of vesting Demerge the two-wheeler business of Mahindra Two Wheelers (MTWL), a 92.25% step-down subsidiary, and merge with Mahindra & Mahindra Alter Articles of Association to enable buyback of equity shares Buyback of upto 41.9 mn equity shares at Rs.157 per share (face value Rs.5) through a tender offer To increase the shareholding limit for Registered Foreign Portfolio Investors (RFPIs) and Foreign Institutional Investors (FIIs) upto sectoral cap of 30% of the paid-up capital For For For the bonus shares ICICI Bank will be capitalizing ~Rs 1.2 bn from the securities premium account as on 31 March. Post-bonus paid up share capital is expected to be around Rs 12.8 bn consisting of ~ 6.4 bn equity shares of face value Rs 2 each. For For ICICI Bank proposes to revise the exercise period from 10 years of date to vesting to a period upto 10 years from vesting as decided by the Nomination and Remuneration Committee. The amendment is intended to cover only future grants and not grants already made. There is no incremental exercise period being granted or proposed. The present definition is fixed and does not allow flexibility to align the exercise period of future grants to reflect the time horizon of short and long term strategies of the Bank. The change in exercise period does not have material implications for shareholders since there is no change in the expected equity dilution. For For The outside shareholders of MTWL (they hold 7.75% in MTWL) will be issued 0.5mn equity shares, which will dilute existing M&M shareholders by a marginal 0.08%. The swap ratio values the business at Rs. 9.0 bn which is relatively small compared to M&M overall business. Further, the transaction does not change the consolidated financial profile of the company, but may ease operational bottlenecks for the two-wheeler business of the company. For For In order to enable a buyback of equity shares by the company (outlined in resolution #2), the company seeks to insert a new Article 3A for buyback of securities in the Articles of Association of the company. For For Engineers India proposes to spend upto Rs bn for buyback of its equity shares through a tender offer at Rs. 157 per share. The buyback price is 1.6% premium to share price on 20 March - the date of board meeting held to consider buyback of equity shares. If approved the company will buy back a maximum of mn equity shares resulting in a 1.6% reduction in the equity share capital of the company as at 31 March. The buyback will return surplus cash to its shareholders. For For The RFPIs and FIIs may invest in the equity shares of a company upto the sectoral cap/ statutory limit subject to shareholder approval. The company is proposing to enhance the RFPI/ FII investment limit from 24% to 30% of the paid-up equity capital of the company under the Portfolio/ Foreign Portfolio Investment Scheme. The increased shareholding limit for RFPIs/ FIIs in a company normally results in enhanced shareholder value. 7

8 14 June 15 June 15 June 17 June 20 June 20 June 21 June Piramal Enterprises State Bank Of India Mahindra & Mahindra Financial Services F A G Bearings India Sun Pharmaceutical Inds. Petronet L N G Kansai Nerolac Paints Details of Votes cast during the Financial Year (contd...) Against/ To issue securities upto Rs bn For For The company proposes to issue securities like equity shares, GDRs, ADRs, FCCBs, CDs upto Rs bn. Assuming current market price of Rs per share, the company will have to issue 18.3 mn new equity shares. This issuance will lead to a dilution of 9.6% on post issuance share capital. The proceeds from the issuance will be utilized to meet the company s 2020 targets, which include: 1. Expand its pharma presence in key markets (US, Europe, Japan, etc. ) 2. Diversify the Real Estate lending portfolio to lower the risk profile.3. Expand operations into Housing finance which requires a current outlay of Rs. 10 bn.4. Provide stressed asset funding PEL has recently launched an India focused distress fund with Bain Capital Credit for investing in debt/ equity in distress companies in sectors other than real estate. Both partners have already committed $75-$100 mn each. EGM To elect Sanjiv Malhotra as shareholder director For The EGM notice sent by the bank does not contain the name of the shareholders seeking appointment as shareholders director. This does not serve the purpose as we do not know who to vote for. We believe bank must send out the meeting notice with the names and essential details (including basic qualification) of the candidates seeking appointment for shareholders to make an informed decision. NCM To increase borrowing limits from Rs 550 bn to Rs 600 bn and creation of charge on assets To approve private placement of non-convertible debentures including subordinated debentures upto a limit of Rs 290 bn To approve change in place of keeping Registers and Index of Members, Debentureholders and copies of Annual Returns Approval to change the name of the company from FAG Bearings India Ltd to Schaeffler India Limited For For MMFSL loans outstanding as on 31 March was Rs bn. The company has made total disbursements of Rs bn for FY16 and has plans to disburse upto Rs. 400 bn during FY17. The proposed borrowing limit gives it room to increase disbursements in FY17. MMFSL s debt programmes carry outstanding ratings of CRISIL AA+/Stable /CRISIL A1+, IND AAA/Stable. The NBFC is adequately leveraged. The capital adequacy ratio as on 31 March is 17.6% (of which Tier I is 13.2%) against a minimum 15% as required by RBI norms. For For The issuance of debentures will be within the overall borrowing limit. For For For administrative convenience M&MFSL proposes that the Register and the Index of Members, the Register and the Index of Debentureholders and other security holders, and copies of the Annual Return be kept at either of the following places: 1) Mumbai offices of the Company s Registrar & Share Transfer Agents, Karvy Computershare Pvt. 2) MMFSL s Registered Office, 3) Corporate Office at Mahindra Towers, Worli 4) Corporate Office Annexe at Sadhana House, Worli. For For Almost all the companies within the Schaeffler Group worldwide have names beginning with the word Schaeffler together with the name of the country. Schaeffler India Limited will be in consonance with the group s overall corporate philosophy. The change in name will require alteration to Articles of Association and Memorandum of Association of the company. Adoption of new set of Articles of Association For For FAG Bearings India Ltd (FAG Bearings) proposes to adopt a new set of Articles of Association (AoA). It proposes to delete/amend the references to various sections and schedules of the old Companies Act and to substitute them with the provisions of Companies Act, 2013 and other regulatory Merger of Sun Pharma Medisales Private Limited, Ranbaxy Drugs Limited, Gufic Pharma Limited and Vidyut Investments Limited with the company Increase authorized share capital and subsequently alter the Memorandum of Association of the company Issue one equity share as bonus for one equity share of Rs. 10 each Adoption of financial statements for the year ended 31 March Declare dividend of Rs 3.0 per equity share of face value Re 1.0 each For For Sun Pharma Medisales Private Limited, Ranbaxy Drugs Limited, Gufic Pharma Limited and Vidyut Investments Limited are wholly owned subsidiaries of the company. The merger of these subsidiaries with the company will not result in any dilution to shareholders and not impact the consolidated financial statements of the company. For For Petronet LNG Ltd (Petronet) proposes to issue one equity share as bonus for one equity share held in the company. To accommodate this bonus share issuance, it needs to increase its authorized share capital. This increase in authorized share capital will require amendment to the Capital Clause of the Memorandum of Association. The increase is in the interest of all shareholders. For For Bonus issuance will increase the liquidity of the equity shares with higher floating stock and make the equity shares more affordable. For Matter is of routine nature. For For Kansai Nerolac Paints Limited proposes to declare a total dividend of Rs 3.0 per equity share (face value Re.1.0 each). This includes a special dividend of Rs 0.5 per equity share (Rs 1.25 per share in FY16, on the sale of its land at Chennai for Rs. 5.4 bn). In FY17, the total dividend proposed is Rs 1.9 bn (including dividend distribution tax of Rs 0.3 bn), similar to FY16 levels; resulting in a dividend payout at 38.6% (22.0% in FY16). 8

9 24 June 25 June 27 June Details of Votes cast during the Financial Year (contd...) Reappoint M. Tanaka as a Non-Executive Non- Independent director Reappoint H. Furukawa as a Non-Executive Non- Independent director Ratify BSR & Co. LLP as statutory auditors for FY18 and fix their Ratify of Rs 0.25 mn for D. C. Dave & Co. as cost auditors for FY17 Ratify of Rs 0.25 mn for D. C. Dave & Co. as cost auditors for FY18 Appoint H. M. Bharuka as Vice Chairperson and Managing Director w.e.f. 3 May and fix his Reappoint K. Kato as a Non-Executive Non-Independent director Infosys Adoption of standalone & consolidated financial statements for the year ended 31 March Approve final dividend of Rs per shares of face value Rs 5.0 and to approve interim dividend of Rs 11.0 per share Motherson Sumi Systems Reappoint U B Pravin Rao as director liable to retire by rotation Appoint Deloitte Haskins & Sells as statutory auditors for a period of five years and to fix their To authorize the board of directors to appoint branch auditors and fix their Issuance of one equity share of Re. 1.0 each as bonus for every two equity shares held in the company Asian Paints Adoption of financial statements for the year ended 31 March Declare one-time special dividend of Rs. 2.0 per equity share and a final dividend of Rs.5.65 per equity share of face value Re.1.0 each Against/ For For M. Tanaka (DIN: ) is the Director and Managing Executive Officer at Kansai Paint Co. Ltd (parent company of Kansai Nerolac Paints Ltd). He retires by rotation, and his reappointment is in line with the statutory For For H. Furukawa (DIN: ) is the Director and Managing Executive Officer at Kansai Paint Co. Ltd (parent company of Kansai Nerolac Paints Ltd). He retires by rotation, and his reappointment is in line with the statutory For For BSR & Co. LLP was appointed as the statutory auditors of the company at the 2014 for a term of five years. The ratification is in line with the statutory For For The total proposed is reasonable compared to the size and scale of the company s operations. For For The total proposed is reasonable compared to the size and scale of the company s operations. For For H. M. Bharuka (DIN: ) is the current MD of Kansai Nerolac with 37 years of experience and is also a member of the Global Steering Committee of Kansai Paint Co. Ltd (holding company). The proposed at Rs 60.8 mn is in line with MNC peers and commensurate with the size and scale of operations of the company. There is however, no clarity on the basis on which commission is determined. We expect companies to cap the absolute amount of commission payable. For For K. Kato (DIN: ) is the Executive Officer at Kansai Paint Co. (parent company of Kansai Nerolac Paints Limited). He retires by rotation, and his reappointment is in line with the statutory For For Because the financial statements are audited by the statutory auditors and they have not made any qualifications to their report. For For During the year, the total dividend aggregated to Rs bn. Infosys has paid an interim dividend of Rs. 11 per share and is proposing to pay an additional Rs per share as final dividend. Payout ratio is 50.5% of the consolidated PAT as per the dividend policy of the Company. For For U. B. Pravin Rao was reappointed as wholetime director liable to retire by rotation in June His term as Chief Operating Officer of Infosys ends on 9 January As per Section 152 of the Companies Act, 1/3rd of the total number of directors of a company (liable to retire by rotation) need to retire at every. For calculating the same, independent directors are required to be excluded. In Infosys case, only the two Executive Directors are subject to retire by rotation. Hence, U. B. Pravin Rao retires by rotation and needs to be reappointed every alternate year. For For The appointment is in line with all statutory For For Infosys seeks shareholder approval to authorize the board to appoint branch auditors to audits its branches/offices outside India and to fix their. The appointment will be in consultation with the statutory auditors of the Company. For For The company proposes issuance of bonus shares to the shareholders of the company in the ratio of 1:2 (one equity share for every two equity shares held). This will improve the liquidity of the equity shares traded in the secondary market. For For The accounts are audited by independent statutory auditors and no qualifications have been raised. For For The aggregate dividend is Rs per share. The total dividend outflow including dividend tax for FY17 is Rs. 9.2 bn. The dividend payout ratio for FY17 is ~51%. Reappoint Abhay Vakil as a Non-Executive Director For For Abhay Vakil is part of the promoter group and the company s former Managing Director. He has a Bachelor s Degree in Science from University of Mumbai. He is liable to retire by rotation and his reappointment is in line with all statutory Reappoint Ms. Amrita Vakil as a Non-Executive Director For For Ms. Amrita Vakil is part of the promoter group. She has a degree in Human Resources and Economics from Michigan State University. She is liable to retire by rotation and her reappointment is in line with all statutory Ratify Deloitte Haskins & Sells LLP as statutory auditors for one year Appoint R Seshasayee (DIN: ) as an for a period of five years upto 22 January 2022 For For Deloitte Haskins & Sells LLP s ratification is in line with the requirements of Section 139 of the Companies Act For For R Seshasayee is the Chairperson of Infosys Limited. He was appointed as an Additional Director of the company with effect from 23 January. His appointment is in line with the statutory 9

10 27 June 27 June 28 June 29 June Tata Communications State Bank Of India Can Fin Homes Navin Fluorine Intl. Details of Votes cast during the Financial Year (contd...) Reappoint KBS Anand as Managing Director and CEO for two years from 1 April 2018 and fix his Ratify of Rs. 550,000 (plus service tax and out of pocket expenses) for RA & Co, as cost auditors for 2018 a. Adoption of standalone financial statements for the year ended 31 March ; b. Adoption of consolidated financial statements for the year ended 31 March To declare final dividend of Rs.4.5 per equity share and a one-time special dividend of Rs (face value Rs.10.0) Reappoint Bharat Vasani as Non-Executive Non- Reappoint N Srinath as Non-Executive Non- Appoint SR Batliboi & Associates LLP as statutory auditors for a period of five years and fix their Appoint G Narendra Nath (DIN: ) as a Government Nominee, not liable to retire by rotation Ratify of Rs. 600,000 for Jugal Kishor Puri as cost auditors for the financial year ending 31 March 2018 Adoption of financial statements for the year ended 31 March Adoption of standalone and consolidated financial statements for the year ended 31 March Declare final dividend of Rs.10 per share of face value Rs.10 each Against/ For For The reappointment of KBS Anand as Managing Director and CEO is in line with the statutory The proposed of Rs mn (maximum proposed: Rs ) is commensurate with the size and complexity of the business and is in line with the peers. Further, variable pay accounts for over 40% of his which aligns pay with performance. In FY17, the ratio of (Rs mn) to median was 137.3x. For For The board has approved the appointment of RA & Co as cost auditors for the year ending 31 March 2018 on a total of Rs. 550,000 plus applicable service tax and out of pocket expenses. For For The accounts are audited by independent statutory auditors. For For The company proposes to pay a dividend of Rs. 4.5 per share (FV Rs. 10), compared to Rs. 4.3 per share last year. In addition, the board has recommended a one-time special dividend of Rs. 1.5 (FV Rs 10). Total cash outgo (including dividend tax) stood is estimated to be Rs. 2.1 bn. Dividend payout ratio will be 40.5%. For For Bharat Vasani is currently, the Chief Legal and Group General Counsel for the Tata Group. He is liable to retire by rotation and his reappointment is in line with all statutory For For N. Srinath is the Managing Director of Tata Teleservices In FY17, he attended 73% of the board meetings. His three-year board meeting attendance has averaged at 77%. N Srinath is liable to retire by rotation and his reappointment is in line with all statutory For For SR Batliboi & Associates LLP s appointment is in line with the requirements of Section 139 of the Companies Act For For Government nominee so not liable to retire by rotation. For For Remuneration of Rs. 600,000 (excluding taxes and reimbursement of out of pocket expenses) to be paid to the cost auditor for the year ending 31 March 2018 is reasonable compared to the size and scale of operations. For Routine matter of business For For Matter is of routine nature. As accounts are audited by the external statutory auditors and no qualifications are raised by them. For For The total dividend per share has remained flat at Rs. 10 per share in FY17 aggregating to Rs mn. The dividend payout ratio is 13.6% v/s 20.4% for FY16. Reappoint Ms. P V Bharathi as Director For For Ms. P V Bharathi (DIN: ) is a Certified Associate of Indian Institute of Bankers (CAIIB) and Executive Director of Canara Bank. Her reappointment is in line with all statutory Appoint Varma & Varma as statutory auditors for five years and fix their For For Their appointment is in line with all statutory Accept deposits from public not exceeding five times the networth of the company Appoint G Naganathan as for two years with effect from 7 September 2016 Reappoint Thallapaka Venkateswara Rao as for a year with effect from 28 June Reappoint N Prithviraj as for a year with effect from 28 June For For As at 31 March, the company s networth was Rs bn. The deposits accepted from public will not exceed Rs. 54 bn and will be within the borrowing limit of the company. The company s fixed deposit programme is rated ICRA MAAA (Negative), which denotes high credit quality and carries low credit risk. For For G Naganathan (DIN: ) is a Chartered Accountant. His appointment is in line with all statutory For For Thallapaka Venkateswara Rao (DIN: ) is an Associate Member of the Indian Institute of Bankers (CAIIB) with over 39 years of experience. His reappointment is in line with all statutory For For N Prithviraj (DIN: ) is the Chairperson of Can Fin Homes. His reappointment is in line with all statutory Increase borrowing limit from Rs.160 bn to Rs.200 bn For For As on 31 March, the company had outstanding borrowings of Rs bn, as against an existing borrowing limit of Rs. 160 bn. The company has a credit rating of ICRA AAA/Negative/ICRA A1+, which denotes highest degree of safety regarding timely servicing of debt obligations. Incremental debt will be required to fund the growing operations of the company. Debt levels in an NBFC are typically reined in by the regulatory requirement of maintaining a slated minimum capital adequacy ratio. Approve private placement of Non-Convertible Debentures upto Rs.60 bn Adoption of financial statements for the year ended 31 March For For The proposed issuance will be within the overall borrowing limit of Rs. 200 bn and consequently, there are no material implications for minority shareholders. For Routine matter of business. 10

11 30 June Details of Votes cast during the Financial Year (contd...) To confirm interim dividend of Rs.11.0 and special dividend of Rs.7.5 per equity share and to declare final dividend of Rs.13.0 per equity share (face value Rs.10.0) Reappoint A K Srivastava as Non-Executive Non- Appoint Price Waterhouse Chartered Accountants LLP as statutory auditors for a period of five years and fix their Redesignate Vishad P. Mafatlal as Executive Chairperson for five years from 20 August 2016 and fix his To approve sub-division of equity share of Rs.10 each into 5 equity shares of Rs.2 each Amendment in capital clause V of the Memorandum of Association to reflect the sub-division of equity share capital Approve new Employee Stock Option Scheme under which stock options to be issued will be upto 5% of the paid-up capital of the company Approve grant of stock options to the employees of subsidiaries of the company under new Employee Stock Option Scheme Fix commission for non-executive directors at an amount not exceeding 1% of net profits for five years from 1 April 2018 Approve of Rs.0.35 mn for B. C. Desai as cost auditors for the financial year ending 31 March 2018 I C I C I Bank Adoption of Accounts for the year ended 31 March together with the Reports of the Directors and the Auditors To declare dividend on preference shares aggregating Rs.35,000 To declare dividend of Rs. 2.5 per share on equity shares of face value Rs. 2 To reappoint Vishakha Mulye (DIN: ), as director To ratify the appointment of BSR & Co. LLP as statutory auditors of the bank To authorize the board of directors to appoint branch auditors and fix their To appoint Anup Bagchi (DIN: ) as director liable to retire by rotation Against/ For For The aggregate dividend (including special dividend) for FY17 is Rs per share, which is higher than Rs per share paid in FY16. The total dividend outflow including dividend tax for FY17 is Rs mn. The dividend payout ratio is 27.7%. SEBI has made it mandatory for the top 500 listed companies to formulate and disclose a dividend distribution policy. The policy requires companies to disclose the circumstances under which the shareholders may or may not expect a dividend and a policy outlining how the retained earnings will be utilized. Navin Fluorine International Limited (NFIL) is a constituent of S&P BSE 500 and should have a dividend policy accessible to shareholders. For For A K Srivastava is a Director in Mafatlal Industries Limited. He is liable to retire by rotation and his reappointment is in line with all statutory For For Price Waterhouse Chartered Accountants LLP s appointment is in line with the requirements of Section 139 of the Companies Act For For The company has proposed to redesignate Vishad P. Mafatlal as Executive Chairperson for five years from 20 August 2016 and fix his, following the resignation of Hrishikesh Mafatlal. Prior to this, he has been Non-Executive Promoter Director of NFIL and Executive Vice Chairperson of Mafatlal Industries Limited. The proposed of Rs mn is higher than peers, but largely linked to performance. In FY17, the ratio of his annualized (Rs mn) to median was 92.6x. The company must consider setting an absolute cap on the commission payable to Vishad P. Mafatlal. For For NFIL 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 35 mn equity shares of Rs. 10 each into 175 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. For For 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. For Against The company has neither given details of the number of options to be granted nor the exercise price. During FY17, stock options were granted to the employees at a discount of almost 75%. Assuming all the options (5% of the paid-up capital of the company i. E. ~0.5 mn) are granted at a 75% discount to current market price, the annual cost will aggregate to Rs mn (assuming a vesting period of five years). This represents 18.7% of the consolidated FY17 PAT, which is high. We do not favor ESOPs at a deep discount to market price. For Against Our decision on this resolution emanates from our concern over the stock option scheme (See resolution #8). For For 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. As the company grows in size, it must consider setting a cap in absolute terms on the commission payable. For For The total proposed is reasonable compared to the size and scale of the company s operations. For For Matter is of routine nature. As accounts are audited by the external statutory auditors and no qualifications are raised by them. For For The preference dividend aggregates Rs. 35,000 on preference capital of Rs. 3.5 bn. This is in-line with dividend paid in past. For For Given the financial performance for fiscal, ICICI Bank has halved its dividend payout to Rs. 2.5 per equity share (pre-bonus issue) for FY17. The proposed payout ratio at 17% is lower than the payout observed in the preceding two years. For For Vishakha Mulye is an executive director on the board of ICICI Bank. Her reappointment as director is in line with all statutory For For BSR & Co. LLP were appointed as statutory auditors in the 2014 for four years. The ratification is in-line with the statutory For For ICICI Bank has a presence in 17 countries. The bank seeks shareholder approval to authorize the board to appoint branch auditors to audits its branches/offices outside India for the year ending 31 March 2018 and to fix their. The appointment will be in consultation with the statutory auditors of the bank. For For His appointment as director is in line with all statutory 11

12 30 June 04 July 05 July Hindustan Unilever Larsen & Toubro Details of Votes cast during the Financial Year (contd...) To appoint Anup Bagchi as Whole Time Director for period of five years effective from 1 February and fix the terms of Issuance of bonds and non-convertible debentures up to Rs. 250 billion on private placement basis Adoption of financial statements for the year ended 31 March To confirm interim dividend of Rs 7 per share and declare a final dividend of Rs 10 per share of face value Re 1.0 each Reappoint Harish Manwani as a Non-Executive Non- Independent director Against/ For For Anup Bagchi s proposed is Rs mn, which can reach up to Rs mn by the end of his term. Based on the structure ICICI bank has adopted in the past, Anup Bagchi will be granted stock options of ~ Rs mn Rs 80.0 mn. Therefore, his aggregate is likely to be in the range of Rs mn to Rs mn. This is in line with paid to peers and commensurate with size and complexities of the business. For For The issuance of debt securities on private placement basis will be within the bank s overall borrowing limit of Rs. 2.5 trillion. For For As accounts are audited by independent statutory auditors and they have not raised any qualifications. For For The dividend payout ratio has increased to 97.9% in FY17 from 89.9% in FY15. For For Harish Manwani (DIN: ) is the Chairperson and former Chief Operating Officer at Hindustan Unilever. He retires by rotation, and his reappointment is in line with the statutory Reappoint Pradeep Banerjee as a Whole-time director For For Pradeep Banerjee (DIN: ) is the Whole-time Director (Supply Chain) at Hindustan Unilever since He retires by rotation, and his reappointment is in line with the statutory Reappoint P B Balaji as a Whole-time director For For P B Balaji (DIN: ) is the Whole-time Director (Finance & IT) and CFO, at Hindustan Unilever since He retires by rotation, and his reappointment is in line with the statutory Ratify BSR & Co. LLP as statutory auditors for FY18 and fix their Revise the structure for CEO/Managing Director and Whole-time Directors Appoint Dev Bajpai as Whole-time Director w.e.f 23 January for five years and fix his Fix of Rs 1.1 mn for M/s RA & Co. as cost auditors for FY18 Issue one equity share as bonus for two equity shares of Rs.2 each Capital First Adoption of financial statements for the year ended 31 March Declare final dividend of Rs. 2.6 per equity share (face value Rs. 10.0) Reappoint Vishal Mahadevia (DIN: ) as a Non-Executive Non- Appoint B S R & Co. LLP as statutory auditors for a period of five years and fix their Reappoint NC Singhal (DIN: ) as an for five years Reappoint M S Sundara Rajan (DIN: ) as an for five years For For BSR & Co. LLP was appointed as the statutory auditors of the company at the The ratification is in line with the statutory For For In FY17, the reward framework for managerial was reviewed. The structure is proposed to be restructured; such that the cap on the basic salary component for the CEO/ Managing Director increases to Rs 40 mn (Rs 29 mn earlier) and that for Whole-time directors to Rs 25 mn (Rs 12 mn earlier). The proposed structure does not provide any clarity on any of the other components of director. However, we support the resolution as the company has been judicious in its payouts to directors in the past and expect to do so in the future. For For Dev Bajpai (DIN: ) is HUL s Company Secretary and is in charge of the Legal and Corporate Affairs departments. His will be fixed as per resolution #7. For FY18, his is estimated at Rs 36.9 mn (excluding ESOPs), which is in line with peers and is commensurate with the size and operations of the company. For For The total proposed is reasonable compared to the size and scale of the company s operations. For For Presently the company s equity share capital comprises 0.93 bn equity shares of Rs. 2 each aggregating to Rs 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 bn. Bonus issuance will increase the liquidity of the equity shares with higher floating stock and make the equity shares more affordable. For For Matter is of routine nature. As accounts are audited by the external statutory auditors and no qualifications are raised by them. For For 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%. For For 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). For For B S R & Co. LLP s appointment is in line with the requirements of Section 139 of the Companies Act For For NC Singhal, 80, joined Capital First s board in He is a former executive of ICICI And is also on the board of Birla Sun Life Asset Co. And Sun Pharma Laboratories We will not classify him as an independent director, once his overall tenure on the board exceeds ten years. For For M S Sundara Rajan, 67, joined Capital First s board in 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 And Sharda Cropchem His appointment meets all statutory 12

13 05 July 06 July 06 July 08 July Navin Fluorine Intl. Bharat Petroleum Corpn. City Union Bank Details of Votes cast during the Financial Year (contd...) Reappoint Hemang Raja (DIN: ) as an for five years Approve FY17 bonus aggregating Rs.15 mn for Apul Nayyar, Executive Director and revise his for FY18 Approve FY17 bonus aggregating Rs.15 mn for Nihal Desai, Executive Director and revise his for FY18 Approve CFL Employee Stock Option Scheme - (CFL ESOS ) for employees Approve CFL Employee Stock Option Scheme - (CFL ESOS ) for employees of subsidiaries Against/ For For Hemang Raja, 58, joined Capital First s board in He has worked as the MD for IL&FS Investsmart And Asia Growth Capital Advisors (India). He is also on the board of Multi Commodity Exchange of India His appointment meets all statutory For For Apul Nayyar, 44, has around 18 years of experience in the Financial Services industry. He was appointed as Executive Director in FY16 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 mn for FY17 and revise his for FY18 at Rs mn. His is commensurate with the size and complexity of the business and is in line with the peers. For For Nihal Desai, 49, has around 22 years of experience in the Financial Services industry and is currently responsible for the Risk, IT and Operations functions at Capital First. He was appointed as Executive Director in FY16 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 mn for FY17 and revise his for FY18 at Rs mn. His is commensurate with the size and complexity of the business and is in line with the peers. For For 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. For For 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 For For On 31 March, Capital First s standalone debt was Rs , 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 Issuance of equity share or securities through QIP/ FCCBs/ FCEBs/ ECB/ ADR/ GDR aggregating upto Rs. 5.0 bn To approve change in place of keeping, maintaining, preserving and inspection of registers, returns and other documents To sell/ transfer entire business being conducted at the Dahej facility of Navin Fluorine International Limited (NFIL) to Convergence Chemicals Private Limited (CCPL) Issue one equity share as bonus for two equity shares of Rs.10 each Issue one equity share as bonus for ten equity shares of Re.1 each U P L a. Adoption of standalone financial statements for the year ended 31 March ; b. Adoption of consolidated financial statements for the year ended 31 March To declare final dividend of Rs.7.0 per equity share (face value Rs.2.0) For For 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. For For If Capital First were to raise Rs. 5.0 bn at the current market price, there will be an equity dilution of 6.6% for the existing shareholders. Given the credit growth displayed in the past, it will require additional fund for fuelling its future growth and maintaining capital adequacy ratio. For For 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,. As the documents will continue to be kept in Mumbai, the shift should not cause inconvenience to shareholders. For For 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 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. For For 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. For For 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 paidup share capital will increase to 0.66 bn equity shares of Re.1 each aggregating to Rs bn. Bonus issuance will increase the liquidity of the equity shares with higher floating stock and make the equity shares more affordable. For It is a routine matter of business. For For 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. The total dividend outflow including dividend tax for FY17 is Rs. 4.3 bn. The dividend payout ratio is 177.9%. 13

14 11 July C C L Products (India) 12 July Essel Propack Details of Votes cast during the Financial Year (contd...) Reappoint Jaidev Shroff as Non-Executive Non- Reappoint Ms. Sandra Shroff as Non-Executive Non- Appoint B S R & Co LLP as statutory auditors for a period of five years and fix their Approve of Rs.0.7 mn for RA & Co as cost auditors for the financial year ending 31 March 2018 Approve private placement of non-convertible debentures (NCDs) aggregating Rs.30.0 bn Approve UPL Limited - Employees Stock Option Plan (ESOP ) under which 2.5 mn stock options will be issued Approve grant of stock options to the employees of subsidiaries of the company under UPL Limited - Employees Stock Option Plan (ESOP ) Adoption of standalone and consolidated financial statements for the year ended 31 March Against/ For For 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 For For Ms. Sandra Shroff is the Vice-Chairperson. She is liable to retire by rotation and her reappointment is in line with all statutory For For B S R & Co LLP s appointment is in line with the requirements of Section 139 of the Companies Act For For The total proposed is reasonable compared to the size and scale of the company s operations. For For The proposed NCDs will be issued within the overall borrowing limit of Rs. 100 bn. For For UPL is seeking shareholder approval again for ESOP 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 per share (CMP), the cost per year will aggregate to Rs 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%. For For The company requires shareholder approval in a separate resolution to extend the ESOP benefits to the employees of subsidiaries. For It is a routine matter of business. Declare final dividend of Rs.2.50 per equity share For For Total dividend is flat at Rs mn. The dividend payout ratio for FY17 is 40.6% v/s 48.8% in the previous year. Reappoint B. Mohan Krishna as Director For For B. Mohan Krishna (DIN: ) 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. His reappointment is in line with all statutory Reappoint Ms. Shantha Prasad Challa as Director For For Ms. Shantha Prasad Challa (DIN: ) is a philanthropist. Her reappointment is in line with all statutory Appoint Ramanatham & Rao as statutory auditors for five years and fix their Appoint B. Mohan Krishna as Wholetime Director (Operations) for two years effective 1 June and fix his Approve of Rs.150,000 payable to Kapardi & Associates, Cost auditors for FY18 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 Adoption of financial statements for the year ended 31 March To declare final dividend of Rs.2.4 per equity share (face value Rs.2.0) Reappoint Atul Goel as Non-Executive Non- Appoint Ford Rhodes Parks & Co LLP as statutory auditors for a period of five years and fix their Approve 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 For For The appointment is in line with all statutory As a best practice, the company must consider providing information on the auditors experience and reasons for their appointment. For For B Mohan Krishna s maximum proposed is Rs mn. Although higher than his peers a very large proportion of his will comprise of commission linking his with company performance. For For The total proposed to be paid to the cost auditors is reasonable compared to the size and scale of operations. For For 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. For It is a routine matter of business. For For 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. The total dividend outflow including dividend tax for FY17 is Rs mn. The dividend payout ratio is 71.0%. For For 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 For For Ford Rhodes Parks & Co LLP s appointment is in line with the requirements of Section 139 of the Companies Act For For The total proposed is reasonable compared to the size and scale of the company s operations. For For Dr. Subhash Chandra resigned as Chairperson and Director of the company from 5 August 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 and tenure. Prior to this, he was Vice Chairperson and Managing Director. 14

15 12 July Zee Entertainment Enterprises 14 July Hero Motocorp 18 July Ultratech Cement 19 July Bajaj Finance Details of Votes cast during the Financial Year (contd...) Adoption of financial statements for the year ended 31 March Against/ For For As accounts are audited by Independent Statutory auditor and they have not qualified the said accounts. To confirm 6% dividend on preference shares For For 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) Reappoint Subodh Kumar as Non-Executive Non- Appoint Deloitte Haskins & Sells LLP as statutory auditors for a period of five years and fix their Ratify aggregating Rs.0.3 mn paid to Vaibhav P Joshi & Associates as cost auditor for FY17 Reappoint Manish Chokhani as an Independent Director for a period of three years from 1 April 2018 Keep the register of members and other documents at the office of the Registrar and Transfer Agent Adoption of financial statements for the year ended 31 March 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 Reappoint Vikram Kasbekar (DIN: ) as an Executive Director Appoint BSR & Co. LLP as statutory auditors for a period of five years and fix their Approve of Rs mn for Ramanath Iyer & Co. as cost auditors for FY18 Adoption of standalone and consolidated financial statements for the year ended 31 March Declare final dividend of Rs per equity share (face value Rs. 10.0) Reappoint DD Rathi as Non-Executive Non-Independent Director Ratify the appointment of BSR & Co LLP as joint statutory auditors for one year and fix their Ratify the appointment of Khimji Kunverji & Co as joint statutory auditors for one year and fix their Approve aggregate of Rs. 1.9 mn payable to DC Dave & Co and ND Birla & Co as cost auditors for FY18 Approve private placement of secured non-convertible debentures of up to Rs.90 bn Adoption of standalone and consolidated financial statements for the year ended 31 March To declare final dividend of Rs. 3.6 per share (face value of Rs. 2 each) For For 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. The total dividend outflow including dividend tax for FY17 is Rs. 2.9 bn. The dividend payout ratio is 27.9%. For For Subodh Kumar is the Vice Chairperson. He is liable to retire by rotation and his reappointment is in line with all statutory For For Deloitte Haskins & Sells LLP s appointment is in line with the requirements of Section 139 of the Companies Act For For The of Rs. 0.3 mn paid to the cost auditor in FY17 is reasonable compared to the size and scale of operations. For For Manish Chokhani is the Former Chairperson of TPG Growth India. His reappointment is in line with all statutory For For At the FY16, 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. For For As accounts are audited by Independent statutory auditor and they have not raised any qualifications with this regards. For For 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 bn, while the dividend payout ratio is 60.5%. For For 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. He retired by rotation and his reappointment meets all statutory For For BSR & Co. LLP s appointment is in line with the requirements of Section 139 of the Companies Act For For The total proposed is reasonable compared to the size and scale of the company s operations. For For Ordinary resolution. Audited for internal and statutory auditors. For For Ultratech Cement Limited (Ultratech) has proposed a final dividend of Rs per equity share of face value Rs. 10 for the year ended 31 March, 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%. For For DD Rathi, 70, is the Former CFO of Grasim Industries Limited. His retires by rotation and his reappointment is in line with statutory For For BSR & Co. LLP s ratification is in line with the requirements of Section 139 of the Companies Act For For Khimji Kunverji & Co s ratification is in line with the requirements of Section 139 of the Companies Act For For The total proposed to be paid to the cost auditors in FY18 is reasonable compared to the size and scale of operations. For For 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. For For Matter is of routine nature. As accounts are audited by the external statutory auditors and no qualifications are raised by them. For For Bajaj Finance 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 ) as director For For Madhur Bajaj is a part of the promoter family. His reappointment meets all statutory To appoint S R B C & Co LLP, as statutory auditors for five years at a of Rs. 3.3 mn for the year -18 For For The appointment of S R B C & Co LLP is in line with the provisions of Section 139 of the Companies Act

16 19 July Bajaj Finserv 19 July Bayer Cropscience 20 July Kotak Mahindra Bank Details of Votes cast during the Financial Year (contd...) To issue non-convertible debentures under private placement basis To approve payment of commission to non-executive directors upto 1% of the net profits Adoption of standalone and consolidated financial statements for the year ended 31 March Declare dividend of Rs.1.75 per equity share of face value Rs.5 each Against/ For For The issuance of debt securities on private placement basis will be within the overall borrowing limit of the company. However, the NBFC has not disclosed the quantum of NCDs that it plans to issue: nevertheless, the NCD issuances are unlikely to materially impact the NBFC s overall credit quality. An NBFC s capital structure is reined in by RBI s capital adequacy requirements BFL s outstanding bank loans are rated CRISIL AAA/Stable/CRISIL A1+. For For The total commission paid to all the non-executive directors ranges from 0.1% - 0.2% of the company s net profit over the last five years. Given the level of payouts in the past, we expect BFL to remain judicious in paying commission to its non-executive directors. As a measure of transparency, companies should fix the absolute amount of commission payable to non-executive directors. For For Matter is of routine nature. As accounts are audited by the external statutory auditors and no qualifications are raised by them. For For Dividend per share is unchanged in the past three years at Rs per equity share. Dividend payout ratio for FY17 is 42.9%. Reappoint Rahul Bajaj as Director For For Rahul Bajaj is the Chairperson and part of the promoter group. His reappointment is in line with all statutory Appoint SRBC & Co as statutory auditors for five years and fix their Approve 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 and revise his Pay upto 1% of net profit as commission to Non- Executive directors for five years from FY18 Buyback of equity shares upto Rs.5 bn at a price of Rs per share through a tender offer Adoption of financial statements for the year ended 31 March To declare dividend of Rs. 0.6 per share on equity shares of face value Rs. 5 To reappoint Mark Newman (DIN: ) as a non-executive director To ratify the appointment of SR Batliboi & Co. LLP as statutory auditors To reappoint Prof. S. Mahendra Dev (DIN: ) as for three years till 14 March 2021 To appoint Uday Chander Khanna (DIN: ), as for three years till 15 September 2021 To reappoint Uday S. Kotak (DIN: ) as Executive Vice Chairman and Managing Director from 1 January 2018 to 31 December 2020 and to fix his To reappoint Dipak Gupta (DIN: ) as Joint Managing Director from 1 January 2018 to 31 December 2020 and to fix his For For SRBC & Co are replacing Dalal & Shah as the statutory auditors. The appointment is in line with the statutory For For The total proposed to be paid to the cost auditors is reasonable compared to the size and scale of operations. For For Sanjiv Bajaj s proposed aggregating to Rs mn is in line with peers and commensurate with the performance of the company. Sanjiv Bajaj also draws 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. For For 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. For For At the buyback price of Rs 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. For For Matter is of routine nature. As accounts are audited by the external statutory auditors and no qualifications are raised by them. For For 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. For For 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 For For SR Batliboi & Co. LLP were appointed as statutory auditor for four years in the 2015, the ratification of their appointment is in-line with all statutory For For Prof. Mahendra Gupta is Director and Vice Chancellor, Indira Gandhi Institute of Development Research (IGIDR), Mumbai. He was appointed as 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 For For Uday Khanna was MD & CEO Larfarge India till July 2011 and executive chairperson till September He is currently the non-executive chairperson of Bata India His reappointment is in line with all statutory For For Uday Kotak was paid a of Rs 28.6 mn in FY17. His proposed 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, both fixed and variable. The proposed is in line with that paid to peers and commensurate with size and complexities of the business. For For Dipak Gupta was paid a of Rs 42.6 mn in FY17 (including the value of ESOPs). His proposed 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, both fixed and variable (including ESOPs). The proposed is in line with that paid to peers and commensurate with size and complexities of the business. 16

17 20 July Persistent Systems 21 July Karur Vysya Bank Details of Votes cast during the Financial Year (contd...) To approve increase in borrowing limits to Rs 600 bn from Rs 500 bn To approve private placement of debentures upto a limit of Rs 50 bn a. Adoption of standalone financial statements for the year ended 31 March. b. Adoption of consolidated financial statements for the year ended 31 March 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 Reappoint Anand Deshpande (DIN: ) as Chairman and Managing Director for five years from 24 July and fix his Ratify Deloitte Haskins & Sells LLP s appointment as statutory auditors and fix Redesignate Thomas Kendra (DIN: ) from to Non-Executive Non- from 1 April Amendment in Objects Clause of the Memorandum of Association (MoA) Approve Persistent Systems Limited Employee Stock Option Plan (ESOP ) under which upto 3.4 mn stock options will be issued Approve grant of stock options to the employees of subsidiaries of the company under ESOP Authorize acquisition of shares from secondary market through Trust route for the implementation of ESOP Plan 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 Adoption of financial statements for the year ended 31 March To declare annual dividend of Rs. 2.6 per equity share (face value Rs. 2.0 each) Against/ For For 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. For For This limit will be within the overall borrowing limit. For For As the accounts are audited by the statutory auditors and no qualifications are issued in their report. For For 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%. For For The reappointment of Anand Deshpande as Chairman and Managing Director is in line with the statutory The proposed of Rs mn is commensurate with the size and complexity of the business and is in line with the peers. In FY17, the ratio of his (Rs mn) to median was 19.9x. The company has not given a cap in absolute terms to the bonus payable to him. For For Deloitte Haskins & Sells LLP was appointed for a period of five years in the company s 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, For For Thomas Kendra was Vice-President, Systems business, of Dell's Software group. Thomas Kendra was appointed as an from 22 January 2016 at FY16. 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 to Non-Executive Non- from 1 April. 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. For For 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). For Against 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 (Discount of 15% to the market price), the cost per year will aggregate to Rs 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. For Against The company requires shareholder approval in a separate resolution to extend the ESOP 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). For Against The company proposes to acquire equity shares from the secondary market through PSPL ESOP Trust (Trust) for the implementation of ESOP. Upto 3 mn shares (3.75% of the paidup 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). For Against 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. Our decision on this resolution emanates from our concern over the cost of stock option scheme (See resolution #7). For For Matter is of routine nature. As accounts are audited by the external statutory auditors and no qualifications are raised by them. For For 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). 17

18 21 July Kajaria Ceramics 21 July Reliance Industries NCM Details of Votes cast during the Financial Year (contd...) Reappoint G Rajasekaran (DIN : ), as director liable to retire by rotation Reappoint A K Praburaj (DIN : ), as director liable to retire by rotation To ratify appointment of Abarna & Ananthan as statutory auditors for one year Authorize the board to appoint branch auditors in consultation with the statutory auditors To extend the tenure of Venkataraman (DIN: ) as MD & CEO for a period of three months from 01 June to 31 August under the existing terms To reappoint N S Srinath (DIN: ) as for a period of three years till 28 June 2020 To reappoint V G Mohan Prasad (DIN: ) as Independent director for a period of five years till 14 June 2022 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 Reverse merger of 40.5% holding company, Kajaria Securities Private Ltd Adoption of standalone financial statements for the year ended 31 March Adoption of consolidated financial statements for the year ended 31 March Declare final dividend of Rs per equity share (face value Rs. 10.0) Reappoint Ms. Nita Ambani as Non-Executive Non- Against/ For For 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 He was reappointed on the Board with effect from 20 June He retires by rotation and his reappointment is in line with all statutory For For A K Praburaj, 46, belongs to the promoter family. He was a Director of the Bank from 04 December 1997 to 07 March He was reappointed on the Board on 09 December He retires by rotation and his appointment is in line with all statutory For For Abarna & Ananthan were appointed as the statutory auditors of KVB in the 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 As a good practice, KVB must disclosed the background and experience of the audit firm it has appointed and the rationale for their selection. For For The bank seeks shareholder approval to authorize the Board to appoint branch auditors to audit its branches/offices and to fix their. The appointment will be in consultation with the statutory auditors of the bank. For For The tenure of K Venkataraman, MD & CEO of the Bank ended on 31 May as per the terms of his re-appointment in the of 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 to 31 August, subject to the approval of shareholders and the Reserve Bank of India. The terms of his for this period remain unchanged. We support the resolution since the extension of his term will support a smooth transition to a new leadership. For For N S Srinath was ED of Bank of Baroda till he retired in May He was appointed on the Board of KVB in June His reappointment as is in line with all with all statutory For For His reappointment as is in line with all with all statutory For For 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. For For 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 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. For For As the accounts are audited by statutory auditors and no qualifications have been raised by them. For For As the accounts are audited by statutory auditors and no qualifications have been raised by them. For For The company has proposed a final dividend of Rs per equity share of face value Rs for the year ended 31 March. In FY16, the total dividend was Rs per equity share. The total dividend outflow including dividend tax for FY17 is Rs bn. The dividend payout ratio is 12.5%. For For 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 Reappoint Hital Meswani as Director For For Hital Meswani, 48, is the Whole-time Director, Petroleum, Technology & Projects. He retires by rotation and his reappointment is in line with statutory Appoint SRBC & Co LLP and DTS & Associates as statutory auditors for five years and fix their For For Their appointment is in line with the requirements of Section 139 of the Companies Act We believe the company could have avoided clubbing the appointments of two audit firms to allow shareholders to vote on each of them separately. 18

19 22 July I I F L Holdings Details of Votes cast during the Financial Year (contd...) Reappoint Pawan Kumar Kapil as Whole-time Director for five years and fix his Reappoint Nikhil Meswani as Whole-time Director for five years and fix his Reappoint Yogendra Trivedi as for five years Reappoint Prof. Ashok Misra as for five years Reappoint Mansingh Bhakta as for five years Reappoint Dr. Dipak Jain as for five years Reappoint Dr. Raghunath Mashelkar as Independent Director for five years Appoint Dr. Shumeet Banerji as for five years Alter Articles of Association to conform with Reserve Bank of India regulations Ratify payment of aggregate of Rs. 6.1 mn to cost auditors for FY18 Approve private placement of non-convertible debentures of up to Rs.250 bn a. Adoption of standalone financial statements for the year ended 31 March ; b. Adoption of consolidated financial statements for the year ended 31 March Reappointment of Nirmal Jain as Director as director liable to retire by rotation Against/ For For Pawan Kumar Kapil, 71, is Whole-time Director and has an experience of over four decades in the petroleum industry. He was appointed on the board as an executive director in His past has been in line with company performance. He is a professional and his estimated FY19 of Rs 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 we expect companies to cap the performance linked incentive and disclose the likely quantum of stock options which will be issued. For For Nikhil Meswani, 51, is Whole-time Director and has worked primarily in the petrochemicals division. He joined RIL in 1986 and was promoted to the board as an executive director in His past has been in line with company performance. His estimated FY19 of Rs 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. For Against Yogendra Trivedi, 88, is a senior advocate and solicitor with experience on tax related matters. He has been on the board of the company for 25 years. We believe that the length of tenure is inversely proportionate to the independence of a director. Due to his tenure of over 10 years, we consider him as non-independent, although as per Companies Act, 2013 and SEBI LODR Regulations, 2015, he is permitted for being appointed as an independent director. For Against Prof. Ashok Misra, 70, is an academician and former Director, IIT Bombay. He has been on the board of the company for 12 years. We believe that the length of tenure is inversely proportionate to the independence of a director. Due to his tenure of over 10 years, we consider him as non-independent, although as per Companies Act, 2013 and SEBI LODR Regulations, 2015, he is permitted for being appointed as an independent director. For Against Mansingh Bhakta, 85, is an advocate and solicitor with experience in general law and corporate and securities law. He has been on the board of the company for 40 years. We believe that the length of tenure is inversely proportionate to the independence of a director. Due to his tenure of over 10 years, we consider him as non-independent, although as per Companies Act, 2013 and SEBI LODR Regulations, 2015, he is permitted for being appointed as an independent director. For Against Dr. Dipak Jain, 60, is the Former Dean, Kellogg School of. 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. For Against Dr. Raghunath Mashelkar, 74, is the Former Director-General, Council for Scientific and Industrial Research (CSIR). He has been on the board of the company for 10 years. We believe that the length of tenure is inversely proportionate to the independence of a director. Due to his tenure of over 10 years, we consider him as non-independent, although as per Companies Act, 2013 and SEBI LODR Regulations, 2015, he is permitted for being appointed as an independent director. For For 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 For For As per the terms of the payments bank license granted to Jio Payments Bank Limited (subsidiary of the company) by Reserve Bank of India (RBI), the company is required to add an additional clause to its Articles of Association. The clause indicates the necessity of RBI approval for any acquisition of equity shares or voting rights of the company, which will take the holding of the acquirer in the company above 5%. This is a regulatory requirement. For For The total proposed to be paid to the cost auditors in FY18 is reasonable compared to the size and scale of operations. For For The issuance will be within the overall borrowing limit of the company. For For Since the accounts are audited by the statutory auditors and no qualifications have been raised in the audit report. For For Nirmal Jain (DIN: ) is the founder and Chairperson of the IIFL Group. His reappointment is in line with all the statutory 19

20 24 July 24 July Details of Votes cast during the Financial Year (contd...) Appointment of Deloitte Haskins & Sells as statutory auditors for five years and to fix their Approve private placement of securities by way of redeemable non-convertible debentures (NCDs) upto Rs. 20 bn P V R a. Adoption of standalone financial statements for the year ended 31 March. b. Adoption of consolidated financial statements for the year ended 31 March To declare dividend of Rs.2 per equity share of Rs.10.0 each H D F C Bank Against/ For For The appointment of Deloitte Haskins & Sells is in line with the provisions of Section 139 of the Companies Act For For IIFL Holdings issuance of non-convertible debentures aggregating to Rs 20 bn will form part of the company s borrowing programme. The proceeds from this issuance will be utilized to augment long term resources for financing, capital expenditure and for general corporate purposes. IIFL Holdings debt is rated ICRA AA/Stable/ICRA A1+, which denotes high degree of safety regarding timely servicing of financial obligations. For For As accounts are audited by Independent statutory auditors. For For 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%. Reappoint Ajay Bijli as an Executive Director For For 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 Appoint BSR & Co. LLP as statutory auditors for a period of five years and fix their Appoint Vishal Mahadevia (DIN ) as Non- Executive, Non- Issuance of non convertible debentures up to Rs. 5.0 bn on private placement basis For For The company proposes to appoint BSR & Co. LLP in place of SR Batliboi & Co LLP. BSR & Co. LLP s appointment as statutory auditors is in line with the requirements of Section 139 of the Companies Act 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. For For Vishal Mahadevia was appointed as an Additional Director on 30 May. He is the Managing Director of Warburg Pincus India Private Limited. His appointment is in line with all statutory For For The proposed issuance will be within the company s overall borrowing limit of Rs. 15 bn. Approve PVR Employee Stock Option Plan For Against The company seeking shareholder approval to introduce ESOP. Assuming all the options are granted at exercise price of Rs. 10 per share (face value), the cost per year will aggregate to Rs 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 Adoption of financial statements (standalone and consolidated) for the year ended 31 March To declare dividend of Rs per equity share (face value Rs. 2) To reappoint Paresh Sukthankar as director liable to retire by rotation To reappoint Kaizad Bharucha as director liable to retire by rotation To reappoint Deloitte Haskins & Sells as statutory auditors at an annual of Rs mn for FY18 To appoint Srikanth Nadhamuni (DIN: ) as director with expertise in information technology who is liable to retire by rotation To reappoint Paresh Sukhthankar as Deputy Managing Director for three years upto 12 June 2020 and to fix his For Against With the coming into force of the Companies Act, 2013, several provisions of the existing Articles of Association (AoA) of the Company require alteration or deletion. Accordingly, the Company has proposed to replace the entire existing AoA. The revised AoA provides certain overriding powers to the promoters, which are susceptible to potential misuse and are prejudicial to the interest of minority shareholders. For For Matter is of routine nature. As accounts are audited by the external statutory auditors and no qualifications are raised by them. For For 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%. For For Paresh Sukthankar has been with HDFC Bank since its inception in He is the Deputy Managing Director of the Bank. His reappointment as director is in line with all statutory For For Kaizad Bharucha has been associated with HDFC Bank since He is Executive Director of the Bank. His reappointment as director is in line with all statutory For For Deloitte Haskins & Sells have been the statutory auditors of the bank for three years. Their reappointment is in-line with the statutory For For Srikanth Nadhamuni is a technologist and an entrepreneur with 28 years of experience in the areas of CPU design, healthcare, e-governance, national ID, biometrics, financial technology and banking. He is Chairman, Novopay Solutions Pvt., (involved in mobile payments) and CEO, Khosla Labs Pvt., (start-up incubator). He was Chief Technology Officer of Aadhaar (UID Authority of India) from 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 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 For For Paresh Sukthankar was paid a of Rs 60.8 mn in FY17. No ESOPs were granted to the Executive Directors in the year. His proposed (as per our calculations assuming an annual growth of 20%) ranges from Rs mn to Rs mn over the next three years. HDFC Bank has not provided any guidance as regards the proposed. It is to be decided by the NRC and 20

21 24 July 24 July Details of Votes cast during the Financial Year (contd...) To reappoint Kaizad Bharucha as Executive Director for three years upto 12 June 2020 and to fix his To reappoint Shyamala Gopinath as part time nonexecutive chairperson and Independent director for three years upto 1 January 2021 and to fix her To ratify and approve related party transactions with Housing Development Finance Corporation Limited ( HDFC Limited ) for FY18 To ratify and approve the related party transactions with HDB Financial Services Limited ( HDBFSL ) for FY18 To issue debt securities up to Rs bn on private placement basis Bharti Airtel Adoption of standalone and consolidated financial statements for the year ended 31 March Declare final dividend of Rs. 1.0 per equity share (face value Rs. 5.0) Mahindra & Mahindra Financial Services Reappoint Sheikh Faisal Thani Al-Thani as Non- Executive Non- Appoint Deloitte Haskins & Sells as statutory auditors for five years and fix their Reappoint Manish Kejriwal as for five years Reappoint Gopal Vittal as Managing Director and CEO for five years beginning 1 February 2018 and fix his with effect from 1 June Ratify 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) Adoption of standalone and consolidated financial statements for the year ended 31 March To declare dividend of Rs on equity share of face value Rs. 2.0 each To appoint Ramesh Iyer (DIN ), as a director liable to retire by rotation Against/ then approved by the board and RBI. We expect the Bank to disclose all components of proposed, both fixed and variable and flag the resolution for transparency. The proposed is in line with that paid to peers and commensurate with size and complexities of the business. For For Kaizad Bharucha was paid a of Rs 46.6 mn in FY17. No ESOPs were granted to the Executive Directors in the year. His proposed (as per our calculations assuming an annual growth of 20%) ranges from Rs mn to Rs mn over the next three years. HDFC Bank has not provided any guidance as regards the proposed. 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, both fixed and variable and flag the resolution for transparency. The proposed is in line with that paid to peers and commensurate with size and complexities of the business. For For Her reappointment is in line with all statutory requirements and her proposed is in line with that of her peers. For For 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. For For The Bank periodically undertakes asset backed/mortgage backed securitization/loan assignment transactions with various originators including HDBFSL, subsidiary company. In FY18, HDFC Bank expects these transactions and other banking transactions to exceed the materiality threshold of 10% of consolidated revenues. In FY17 HDFC Bank purchased debt securities from HDB Financial Services Limited for Rs 14.3 bn. The transactions are in the ordinary course of business of the Bank and on an arm s length basis. For For The issuance of debt securities on private placement basis will be within the bank s overall borrowing limit of Rs bn over and above the aggregate of paid up capital and free reserves. For For Ordinary resolution. Audited by statutory auditors. For For 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. In FY16, the total dividend was Rs per equity share. The total dividend outflow including dividend tax for FY17 is Rs. 4.8 bn. For Against 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. For For Their appointment is in line with the requirements of Section 139 of the Companies Act For For 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. For For His estimated FY18 of Rs 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. For For The total proposed to be paid to the cost auditors in FY18 is reasonable compared to the size and scale of operations. For For While it is unclear why the additional clause giving amendment powers to the nomination and 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. For For Matter is of routine nature. As accounts are audited by the external statutory auditors and no qualifications are raised by them. For For 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%. For For Ramesh Iyer is the Vice Chairperson and Managing Director. His reappointment, as director liable to retire by rotation, is in line with all statutory 21

22 26 July 26 July 26 July Details of Votes cast during the Financial Year (contd...) To appoint BSR & Co LLP as statutory auditors for five years Dabur India Adoption of standalone financial statements for the year ended 31 March Adoption of consolidated financial statements for the year ended 31 March To confirm the interim dividend of Rs per equity share and declare final dividend of Re.1.0 per equity share of face value Re. 1 each Indusind Bank Housing Development Finance Corpn. Reappoint Mohit Burman as a Non-Executive Director Non- Reappoint Amit Burman as a Non-Executive Director Non- Appoint Walker Chandiok & Co. LLP as statutory auditors for a period of five years Ratify of Rs. 478,000 (plus service tax and out of pocket expenses) for Ramanath Iyer & Co., as cost auditors for FY17 & FY18 Reappoint PD Narang as Whole-Time Director for a term of five years from 1 April 2018 and fix his Adoption of financial statements for the year ended 31 March Declare final dividend of Re. 0.5/- per equity share (face value Rs. 10.0) for FY17 Reappoint Romesh Sobti (DIN: ) as an Executive Director Reappoint Price Waterhouse Chartered Accountants LLP as statutory auditors for FY18 and fix their Reappoint R. Seshasayee (DIN: ) as the Non- Independent Non- Executive Chairperson Against/ For For The appointment of BSR & Co LLP as statutory auditors is in line with provisions of section 139 of the Companies Act For For As accounts are audited by independent statutory auditor. For For As accounts are audited by independent statutory auditor. For For Dabur paid an interim dividend of Rs 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%. For For Mohit Burman is part of the promoter group. He retires by rotation and his reappointment is in line with all statutory For For 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. For For Walker Chandiok & Co. LLP s appointment as statutory auditors is in line with the requirements of Section 139 of the Companies Act 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. For For The proposed is comparable to the size and complexity of the business. For For PD Narang is the Group Director, Corporate Affairs with over three decades of experience. He is a professional. The proposed, estimated at Rs mn, is commensurate with the size and performance of the company. We believe the company must consider setting a cap on the payable in absolute amounts. Further, the range of payable to PD Narang is too wide. For For Matter is of routine nature. As accounts are audited by the external statutory auditors and no qualifications are raised by them. For For 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. For For Ramesh Sobti, 67, has been the Managing Director & CEO for the past nine years. His reappointment meets all statutory For For Price Waterhouse Chartered Accountants LLP s appointment is in line with the requirements of Section 139 of the Companies Act For For R. Seshasayee, 69, has been the Chairperson for the past ten years. His reappointment meets all statutory Increase borrowing limits to Rs 500 bn from Rs 350 bn For For Given the growth in advances, IndusInd will need fresh funds to meet its capital 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 Adoption of financial statements for the year ended 31 March 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 For For The issuance of Long-Term Bonds or NCDs on private placement basis will be within the overall borrowing limit. For For Matter is of routine nature. As accounts are audited by the external statutory auditors and no qualifications are raised by them. For For The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs 34.4bn. The dividend payout ratio for FY17 was 46.2%. Reappoint Ms. Renu Sud Karnad as a Director For For Ms. Renu Sud Karnad (DIN: ) is the Managing Director. She retires by rotation and her reappointment is in line with the statutory Reappoint V. Srinivasa Rangan as a Director For For V. Srinivasa Rangan (DIN: ) is an Executive Director. He retires by rotation and his reappointment is in line with the statutory Appoint B S R & Co. LLP as statutory auditors for five years and fix their at Rs.16.7 mn for FY18 Approve issuance of Non-Convertible Debentures of up to Rs.850 bn For For B S R & Co. LLP are replacing Deloitte, Haskins & Sells LLP as the statutory auditors. The appointment is in line with the statutory For For The issuance will be within the overall borrowing limit of Rs trillion. 22

23 26 July K E C International 27 July V A Tech Wabag Details of Votes cast during the Financial Year (contd...) Approve related party transactions aggregating to ~Rs.200 bn with HDFC Bank for FY18 Approve revision in basic salary for executive directors w.e.f 1 January Amend Articles of Association (AoA) to align with Companies Act 2013 Adoption of standalone and consolidated financial statements for the year ended 31 March Approve dividend of Rs 1.6 per share of face value Rs.2.0 each Against/ For For HDFC Bank sources home loans for HDFC through its branches across India. HDFC, after necessary due diligence, approves and disburses the loans. The loans are booked with HDFC and HDFC Bank is paid commission for its services. Further HDFC Bank periodically purchases the loans and HDFC is paid a fee for servicing the home loans assigned by it. The audit committee has already granted approval for assignment/sale of home loans to the bank up to an overall limit of Rs 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. For For The proposed annual basic salary of Rs mn for the managing directors (Keki Mistry and Ms Renu Sud Karnad) and Rs mn for other executive directors will result in an increase in the final pay levels by 35%. The estimated for all the directors is in line with peers and commensurate with the size and scale of operations. For For With the coming into force of the Companies Act, 2013, several provisions of the existing Articles of Association (AoA) of the company require alteration or deletion. Accordingly, the company has proposed to amend its existing AoA. For For It is audited by statutory auditors and they have not raised any qualifications. For For The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs 495 mn. The dividend payout ratio for FY17 was 17.6%. Reappoint Harsh Goenka as a Director For For Harsh Goenka (DIN: ) 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 Appoint Price Waterhouse Chartered Accountants LLP as statutory auditors for five years and fix their For For Price Waterhouse Chartered Accountants LLP are replacing Deloitte Haskins & Sells LLP as the statutory auditors. The appointment is in line with the statutory Authorize the board to appoint branch auditors For For 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. Approve of Rs. 0.7 mn for Kirit Mehta & Co. as cost auditors for FY18 Amend Articles of Association (AoA) to align with Companies Act 2013 Adoption of financial statements for the year ended 31 March Declare final dividend of Rs. 4.0/- per equity share (face value Rs. 2.0) for FY17 Reappoint S Vardarajan (DIN: ) as an Executive Director Ratify reappointment of Walker Chandiok & Co. LLP as statutory auditors for FY18 and fix their Reappoint BD Narang (DIN: ) as an for three years, w.e.f. 27 July Reappoint Sumit Chandwani (DIN: ) as an for three years, w.e.f. 21 July Reappoint Ms. Revathi Kasturi (DIN: ) as an for three years, w.e.f. 21 July Increase borrowing limit to Rs bn from Rs bn or the aggregate of the paid-up capital and free reserves For For The to be paid to the cost auditor is reasonable compared to the size and scale of the company s operations. For For With the coming into force of the Companies Act, 2013, several provisions of the existing Articles of Association (AoA) of the company require alteration or deletion. Accordingly, the company has proposed to amend its existing AoA. For For As there is no qualification from Auditors. For For 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%. For For S Vardarajan, 51, promoter, was appointed as the Executive Director and Chief Growth Officer in FY15. His reappointment meets all statutory For For The ratification of Walker Chandiok & Co. LLP s reappointment is in line with the requirements of Section 139 of the Companies Act For Against BD Narang, 72, has been on the board of VAWL for more than 10 years. We believe that the length of tenure is inversely proportionate to the independence of a director. Due to their tenure of over 10 years, we consider them as non-independent. If the company believes that it will benefit from them serving on the board, it should appoint them as a non-independent director and induct additional independent directors to ensure that the board composition is in line with the requirements of SEBI s LODR. For For 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. For For 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 For For VAWL needs non-fund based borrowing limits to provide bank guarantee for securing banking lines and furnish corporate guarantees for its subsidiaries, associates and JVs. With the growth in business operations the requirement of Non-fund based borrowing limits will increase. The proposed enhancement in the limits, will mainly be in its non-fund based borrowing limits. VAWL has been considerate in raising debt in the past and we expect it to continue to be prudent. The longterm credit rating of VAWL is ICRA AA-/Stable on its debt programmes. 23

24 27 July Exide Industries 27 July Cholamandalam Investment & Finance Co. 27 July Blue Dart Express Details of Votes cast during the Financial Year (contd...) Against/ Creation of charge on assets upto Rs bn For For 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 Adoption of financial statements for the year ended 31 March 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 For For 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. For For As accounts are audited by independent statutory auditor. For For 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 For For Subir Chakraborty (DIN: ) is the Director (Automotive). He retires by rotation and his reappointment is in line with all statutory Reappoint Rajan Raheja as a Non-Executive, Non- Appoint BSR & Co. LLP as statutory auditors for a period of five years Ratify of Rs. 900,000 (plus service tax and out of pocket expenses) for Shome & Banerjee, as cost auditors for FY18 Adoption of financial statements for the year ended 31 March 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: ) as an Executive Director Appoint SR Batliboi & Associates LLP as statutory auditors for a period of five years and fix their Appoint N. Srinivasan as Vice-Chairperson & MD for a period of two years w.e.f. 19 August and fix his Appoint Arun Alagappan as an Executive Director for a period of five years w.e.f. 19 August and fix his Issuance of redeemable non-convertible debentures (NCDs) on a private placement basis upto Rs bn a. Adoption of standalone financial statements for the year ended 31 March. b. Adoption of consolidated financial statements for the year ended 31 March Declare final dividend of Rs.15.0 per equity share (face value of Rs.10.0) Reappoint Thomas Kipp as Non-Executive Non- Appoint S R Batliboi & Associates LLP as statutory auditors for a period of five years and fix their Revision in terms of Anil Khanna (DIN: ), Managing Director, with effect from 1 April until 20 February 2018 For For Rajan Raheja (DIN: ) is the Promoter Vice chairperson. He retires by rotation and his reappointment is in line with all statutory For For 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 For For The proposed is comparable to the size and complexity of the business. For For Matter is of routine nature. As accounts are audited by the external statutory auditors and no qualifications are raised by them. For For The total dividend for FY17 is Rs. 5.5/- per share, while it was Rs. 4.5/- in FY16. The total dividend outflow (including dividend tax for FY17) is Rs. 1.0 bn, while the dividend payout ratio is 14.4%. For For 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. His reappointment meets all statutory For For SR Batliboi & Associates LLP s appointment is in line with the requirements of Section 139 of the Companies Act For For N. Srinivasan will take over from Vellayan Subbiah as the Executive Vice-Chairperson and Managing Director w. E. F.19 August. His proposed of Rs mn is commensurate with the size and complexity of the business. Also, Chola has been prudent in fixing of the MD and aligning it with the overall performance of the business in the past. For For Arun Alagappan, 41, has over 20 years of experience in Sales & Marketing. He last served in TI Cycles of India as President. His proposed of Rs 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 payable to executive directors. For For The issuance of Non-Convertible Debentures on private placement basis will be within the overall borrowing limit. For For As there is no qualification from Auditors. For For The total dividend for FY17 is Rs. 15.0/- per share, while it was Rs. 30.0/- in FY16. The total dividend outflow (including dividend tax for FY17) is Rs. 0.4 bn, while the dividend payout ratio is 30.7%. For For Thomas Kipp (DIN: ) 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 For For 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 For For Blue Dart proposes to revise Anil Khanna s, which is estimated at Rs 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 is commensurate with the size and complexity of the business and is comparable to the peers. Further, the LTI aligns the to company performance. 24

25 28 July 28 July Details of Votes cast during the Financial Year (contd...) I T C Adoption of financial statements for the year ended 31 March Declare a final dividend of Rs.4.75 per equity share (face value of Re.1.0 per share) Reappoint Suryakant Balkrishna Mainak (DIN: ) as a Non-Executive Non-Independent Director Ratification of Deloitte Haskins & Sells as statutory auditor and to fix their at Rs.29.5mn for FY18 Appoint Zafir Alam (DIN: ) as a Non-Executive Non- for a period of three years from 28 July Appoint David Robert Simpson (DIN: ) as a Non-Executive Non- for a period of three years from 28 July Appoint Ashok Malik (DIN: ) as a Non- Executive Non- for a period of three years from 28 July Approve the additional of Yogesh Chander Deveshwar as a Non-Executive Chairperson for a term of three years with effect from 5 February Revision in terms of Sanjiv Puri as CEO & Whole-Time Director for a period of three years with effect from 5 February Ratify 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 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 Atul a. Adoption of standalone financial statements for the year ended 31 March.b. Adoption of consolidated financial statements for the year ended 31 March Declare final dividend of Rs. 10.0/- per equity share (face value Rs. 10.0) for FY17 Reappoint Rajendra Shah (DIN: ) as a Non- Executive Non- Reappoint T Gopi Kannan (DIN: ) as an Executive Director Appoint Deloitte Haskins & Sells LLP as statutory auditors for a period of five years and fix their Reappoint Samveg Lalbhai (DIN: ) as Managing Director for five years w.e.f. 15 December and fix his Approval for reclassification of members of Sanjay Lalbhai family from promoter to public shareholders Against/ For For As accounts are audited by independent statutory auditor and no qualifications have been raised. For For The company proposes to pay a total dividend of Rs per equity share carrying a face value of Re.1.0 each. The total dividend (including dividend tax) amounts to Rs bn. For FY17, the dividend payout ratio is 68.1%. For For Suryakant Balkrishna Mainak is a representative of LIC. His reappointment is in line with all statutory For Against ITC proposes to ratify Deloitte Haskins & Sells as statutory auditors: Deloitte Haskins & Sells were first appointed as the statutory auditors for ITC in FY10, and last reappointed at the FY14 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, The ratification is not in line with the requirements of Section 139 of the Companies Act For For 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 For For David Robert Simpson was appointed as an Additional Director from 27 January as a representative of Tobacco Manufacturer s (India) He is a Trustee, Cardiff University, UK. His appointment is in line with the statutory For For Ashok Malik was appointed as an Additional Director from 11 April 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 For We are not in a position to ascertain the fairness of pay. For For Sanjiv Puri was appointed as CEO from 5 February. He is a professional. The proposed, estimated at Rs mn, is commensurate with the size and performance of the company. For For The proposed is comparable to the size and complexity of the business. For For The proposed is comparable to the size and complexity of the business. For For It is audited by statutory auditors and no qualifications have been raised by them. For For 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%. For For Rajendra Shah, 84, has been associated with Atul for the past 34 years. His reappointment meets all statutory For For 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 For For Deloitte Haskins & Sells LLP s appointment is in line with the requirements of Section 139 of the Companies Act For For Samveg Lalbhai, 56, is part of the promoter family. He has been on the board of the company for past 17 years. His proposed of Rs mn for FY18 is in line with peers and commensurate with the size and complexity of the business. For For In FY17 the members of Sanjay Lalbhai family (along with Arvind 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. 25

26 28 July 28 July 28 July 28 July Details of Votes cast during the Financial Year (contd...) Approve of Rs mn for R Nanabhoy & Co. as cost auditors for FY18 C E S C Adoption of standalone and consolidated financial statements for the year ended 31 March Confirm interim dividend of Rs.10 per equity share of face value Rs.1 each Coromandel International Syngene International Against/ For For The total proposed is reasonable compared to the size and scale of the company s operations. For For As there is no qualification from Auditors. For For 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. Appoint Aniruddha Basu as Director For For Aniruddha Basu (DIN: ) is the Managing Director. His appointment is in line with all statutory Appoint SR Batliboi & Co as statutory auditors for five years and fix their Approve creation of mortgage on assets against debt and financial guarantees aggregating to Rs.20.1 bn Approve of Rs.600,000 payable to Shome and Banerjee, cost auditors for FY18 Adoption of standalone financial statements for the year ended 31 March Adoption of consolidated financial statements for the year ended 31 March To declare final dividend of Rs.5.0 per share of face value Re.1.0 Reappoint V Ravichandran (DIN: ) as a Non- Executive Non- Ratify Deloitte Haskins & Sells reappointment as statutory auditors and fix Appoint Ms. Nirupama Rao (DIN ) as an for five years from 5 September 2016 Approve of Rs.1.1 mn for V Kalyanaraman and Ms. Jyothi Satish as cost auditors for FY18 Adoption of financial statements for the year ended 31 March Approve dividend of Re.1.0 per share of face value Rs.10.0 each For For SR Batliboi & Co will replace Lovelock & Lewes as statutory auditors. Their appointment is in line with all statutory For For 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 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. For For The total proposed to be paid to the cost auditors is reasonable compared to the size and scale of operations. For For As there is no qualification from Auditors. For For As there is no qualification from Auditors. For For The total dividend outflow including dividend tax for FY17 is Rs. 1.8 bn. The dividend payout ratio is 36.8%. For For V Ravichandran is the Vice-Chairperson. He is liable to retire by rotation and his reappointment is in line with all statutory For For Deloitte Haskins & Sells were reappointed for a period of 5 years in the company s 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, For For Ms. Nirupama Rao is Former Foreign Secretary of India. Her appointment is in line with the statutory For For The total proposed is reasonable compared to the size and scale of the company s operations. For For Since the accounts are audited by the statutory auditors and no qualifications have been raised in the audit report. For For 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%. Reappoint Catherine Rosenberg as a Director For For Catherine Rosenberg (DIN: ) is a Professor at University of Waterloo. She retires by rotation and her reappointment is in line with the statutory Ratify appointment of BSR & Co. LLP as statutory auditors for FY18 Appoint Vijay Kuchroo as an for three years w.e.f 1 March Reappoint Russell Walls as an for three years w.e.f 28 July Appoint Jonathan Hunt as Whole Time Director (CEO) for a period of five years w.e.f 1 May and fix his Biocon Adoption of financial statements for the year ended 31 March Declare final dividend of Re.1.0 per equity share (face value Rs.5.0) For For BSR & Co. LLP was appointed as the statutory auditors in the previous for five years. The ratification of their appointment is in line with the statutory For For Vijay Kuchroo (DIN: ) 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 For For Russell Walls (DIN: ) is a Chartered Accountant and the Chairperson of Aviva life Holdings UK Limited. He has been an independent director of Syngene since April His reappointment is in line with the statutory For For 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, the board could have considered capping the variable pay at an absolute amount. For For Since the books of accounts are audited by the statutory auditors and no qualifications are raised by them. For For 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%. 26

27 29 July Vinati Organics 31 July Shree Cement Details of Votes cast during the Financial Year (contd...) Reappoint Ravi Mazumdar (DIN: ) as Non- Executive Non- Ratify the appointment of M/s. B S R & Co. LLP as statutory auditors for one year and fix their Reappoint Russel Walls (DIN: ) as an for five years Reappoint Mary Harney (DIN: ) as an for five years Reappoint Daniel M. Bradbury (DIN: ) as an for five years Ratify of Rs. 450,000 payable to M/s. Rao Murthy & Associates, cost auditors for FY18 Adoption of financial statements for the year ended 31 March Declare dividend of Rs.0.50 per equity share of face value of Rs.2.0each Reappoint Sunil Saraf as Non-Executive Non- Reappoint Mohit Mutreja as Non-Executive Non- Appoint MM Nissim & Co, as statutory auditors for five years and fix their Change title of Clause V of the Memorandum of Association Against/ For For Ravi Mazumdar is a professor at University of Waterloo, Canada. He retires by rotation, and his reappointment is in line with the statutory For For Their ratification is in line with the requirements of Section 139 of the Companies Act For For Russel Walls is the Chairperson of Aviva Life Holdings Limited. He has been on Biocon s board since April His reappointment is in line with all the statutory For For Mary Harney has been on the company s board since April Her reappointment is in line with all the statutory For For Daniel M. Bradbury has been on the company s board since April His reappointment is in line with all the statutory For For The proposed to be paid to the cost auditor in FY18 is reasonable compared to the size and scale of operations. For For It is audited by statutory auditors and no qualifications have been raised by them. For For 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. 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. For For Sunil Saraf (DIN ) is the Director of Viral Alkalis His reappointment is in line with all statutory For For Mohit Mutreja (DIN ) has 12 years of experience in financial services and risk management. His reappointment is in line with all statutory For For MM Nissim & Co will replace Karnavat & Co as statutory auditors. The appointment is in line with all statutory For For The company seeks to change the title of clause V of the Memorandum of Association to comply with the Companies Act There is no change to the authorized share capital of the company. The proposal is not detrimental to the interest of minority shareholder. Adoption of new set of Articles of Association For Against The company proposes to adopt a new set of Articles of Association (AoA) by deleting/amending the references to various sections and schedules and substitute them with the provisions of Companies Act, 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. Adoption of standalone and consolidated financial For For Audited by statutory auditor and no qualifications are raised by them. statements for the year ended 31 March Ratify interim dividend of Rs per share and special dividend of Rs. 100 per share (face value Rs. 10.0) Declare final dividend of Rs per equity share (face value Rs. 10.0) Reappoint Ramakant Sharma as Non-Executive Non- Appoint Gupta & Dua as statutory auditors for five years and fix their Ratify 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 Approve private placement of non-convertible debentures For For The total dividend outflow including dividend tax on account of the interim and special dividend for FY17 is Rs. 4.9 bn. For For The company has proposed a final dividend of Rs per equity share of face value Rs for the year ended 31 March, in addition to the interim dividend of Rs per share and special dividend of Rs. 100 per share. In FY16, the total dividend was Rs 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%. For For 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 For For Their appointment is in line with the requirements of Section 139 of the Companies Act 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. For For The total proposed to be paid to the cost auditors in FY18 is reasonable compared to the size and scale of operations. For Against Prashant Bangur, 37, is part of the promoter family. He is being reappointed as Joint MD for five years with effect from 1 April. His estimated FY18 of Rs mn. This is high when compared to industry peers. We note that almost 50% of his is variable. However his 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. For For 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. 27

28 31 July V-Guard Industries 01 August 01 August Details of Votes cast during the Financial Year (contd...) Adoption of financial statements for the year ended 31 March Declare final dividend of Re. 0.7/- per equity share (face value Re. 1.0) for FY17 Reappoint Mithun Chittilappilly (DIN: ) as an Executive Director Reappoint SR Batliboi & Associates LLP as statutory auditors for a period of five years and fix their Approve of Rs. 0.3 mn for RA & Co. as cost auditors for FY18 Tci Express Ltd Adoption of financial statements for the year ended 31 March 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) Piramal Enterprises Reappoint Vineet Agarwal as Non-Executive Non- Ratify R S Agarwala & Co as statutory auditors for one year and fix their Appoint Ms. Taruna Singhi as for five years Ratify related party transactions aggregating to Rs. 106 mn in FY17 Approve of over 5% of net profit to Chander Agarwal as Managing Director Adoption of financial statements for the year ended 31 March Approve dividend of Rs.21 per share of face value Rs.2.0 each Against/ For For Audited by statutory auditors and no qualifications are raised by them. For For 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 mn, while the dividend payout ratio is 23.6%. For For 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 For For SR Batliboi & Associates LLP s reappointment is in line with the requirements of Section 139 of the Companies Act For For The total proposed is reasonable compared to the size and scale of the company s operations. For For As there is no qualification from Auditors. For For 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. 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 mn. The dividend payout ratio is 18.1%. For For 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 For Against 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 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 For For 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 For For 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. For Against Chander Agarwal, 38, a part of the promoter family, was appointed as the Managing Director for five years with effect from 18 August His FY17 for the period from 18 August 2016 to 31 March was Rs mn. The resolution does not have a time frame. If approved, the proposed limits on managerial will be till perpetuity. By increasing the limit on managerial, the company can reward the managing director disproportionately and his salary may not be commensurate with the performance of the company. His estimated FY18 of Rs 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. For For It is audited by statutory auditors and no qualifications have been raised by them. For For The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs. 4.4 bn. The dividend payout ratio for FY17 was 56.1%. Reappoint Vijay Shah as a Director For For Vijay Shah (DIN: ) is the Chief Operating Officer (COO). He retires by rotation and his reappointment is in line with the statutory Appoint Deloitte Haskins & Sells LLP as statutory auditors for a period of five years and fix their For For Deloitte Haskins & Sells LLP are replacing Price Waterhouse as the statutory auditors. The appointment is in line with the statutory Appoint Anand Piramal as a Director For For Anand Piramal (DIN: ), 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 Reappoint Ajay Piramal as Executive Chairperson for a period of five years w.e.f 1 April and fix his For For The proposed pay of Rs mn is in line with peers and commensurate with the size and scale of operations. In the past, the 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. 28

29 01 August 02 August 02 August Tech Mahindra Transport Corporation Of India Details of Votes cast during the Financial Year (contd...) Reappoint Ms Nandini Piramal as Executive Director for a period of five years w.e.f 1 April and fix her Approve issuance of non-convertible debentures (NCDs) on a private placement basis Approve of Rs. 0.6 mn for G.R. Kulkarni & Associates as cost auditors for FY18 To charge fees from shareholders in advance for the dispatch of documents in the mode requested by them Adoption of standalone financial statements for the year ended 31 March Adoption of consolidated financial statements for the year ended 31 March Against/ For For The proposed pay of Rs mn is in line with peers and commensurate with the size and scale of operations. In the past, the 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. For For 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). For For The to be paid to the cost auditor is reasonable compared to the size and scale of the company s operations. For For Given that the charges may become a deterrent for shareholders to seek information, we generally do not support such resolutions. However, in this case the company has specifically clarified that the proposal will allow it legal headroom to send documents to shareholders through a specific mode requested by them. All statutory documents will be made available free of cost (through 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. For For Since the accounts are audited by the statutory auditors and no qualifications have been raised in the audit report. For For Since the accounts are audited by the statutory auditors and no qualifications have been raised in the audit report. Declare dividend of Rs. 9.0 per share (FV Rs.5.0) For For 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: ) as director liable to retire by rotation Appoint B S R & Co. LLP as statutory auditors for five years Adoption of standalone and consolidated financial statements for the year ended 31 March Reappoint M P Sarawagi as Non-Executive Non- Reappoint Chander Agarwal as Non-Executive Non- Appoint Brahmayya & Co as statutory auditors for five years and fix their Appoint Vijay Sankar as for five years with effect from 4 November 2016 Launch Employee Stock Option Plan- and grant 3.8 mn stock options to the employees of the company Extend the benefits of Employee Stock Option Plan- to the employees of the subsidiary companies Emami Adoption of financial statements for the year ended 31 March 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 For For 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 For For The appointment of B S R & Co. LLP is in line with the provisions of Section 139 of the Companies Act For For As there is no qualification from Auditors. For Against 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. For For Chander Agarwal is the former Joint Managing Director. His reappointment is in line with all statutory 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. For For Brahmayya & Co will replace RS Agarwala & Co as statutory auditors. Their appointment is in line with all statutory For For Vijay Sankar is the Deputy Chairperson of the Sanmar Group. His appointment is in line with all statutory For Against 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%. For Against The company proposes to extend the benefits of Employee Stock Option Plan- to employees of its subsidiaries. Our decision on this resolution is linked to our decision on Resolution #6. For For As accounts are audited by independent statutory auditors and no qualifications are raised by them. For For The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs. 1.9 bn. The dividend payout ratio for FY17 was 55.2%. Reappoint R. S. Goenka as a Director For For R. S. Goenka (DIN: ) is part of the promoter group and an executive director. He retires by rotation and his reappointment is in line with the statutory Reappoint Mohan Goenka as a Director For For Mohan Goenka (DIN: ) is part of the promoter group and an executive director. He retires by rotation and his reappointment is in line with the statutory Reappoint S.K. Goenka as a Director For For S. K. Goenka (DIN: ) is part of the promoter group and the Managing Director. He retires by rotation and his reappointment is in line with the statutory 29

30 03 August Cummins India Details of Votes cast during the Financial Year (contd...) Appoint S.R Batliboi & Co LLP as statutory auditors for a period of five years and fix their Reappoint K. N. Memani as an for five years w.e.f 2 August Reappoint Y. P. Trivedi as an for five years w.e.f 2 August Reappoint S. B. Ganguly as an for five years w.e.f 2 August Reappoint A. K. Deb as an for five years w.e.f 2 August Reappoint P. K. Khaitan as an for five years w.e.f 2 August Reappoint M. D. Mallya as an for five years w.e.f 2 August Appoint C. K. Dhanuka as an for five years w.e.f 2 August Reappoint R.S Agarwal as Executive Chairperson for a period of five years w.e.f 1 April and fix his Reappoint R.S Goenka as Whole Time Director for the period 8 November to 31 March 2022 and fix his Revise of Ms. Priti Sureka w.e.f 1 February Revise of Prashant Goenka w.e.f 1 February Approve of Rs mn for V. K. Jain & Co as cost auditors for FY18 Adoption of standalone financial statements for the year ended 31 March Adoption of consolidated financial statements for the year ended 31 March Ratify interim dividend of Rs. 5.0 and declare final dividend of Rs. 9.0 per share Reappoint Suzanne Wells (DIN: ), as director liable to retire by rotation Ratify the appointment of S R B C & Co LLP as auditors for one year Against/ For For S. R Batliboi & Co LLP are replacing S. K. Agrawal & Co as the statutory auditors. The appointment is in line with the statutory For Against K. N. Memani (DIN: ) 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. For For Y. P. Trivedi (DIN: ) is a Supreme Court advocate. He has been an independent director of Emami since January His reappointment is in line with the statutory For For S. B. Ganguly (DIN: ) is the former Chairperson of Exide Industries. He has been an independent director of Emami since January His reappointment is in line with the statutory For For A. K. Deb (DIN: ) is the former Chief Secretary, Government of West Bengal. He has been an independent director of Emami since January His reappointment is in line with the statutory For For P. K. Khaitan (DIN: ) is a Senior Partner at Khaitan & Co. He has been an independent director of Emami since June His reappointment is in line with the statutory For For M. D. Mallya (DIN: ) is the former CMD of Bank of Baroda. He has been an independent director of Emami since January His reappointment is in line with the statutory For For C. K. Dhanuka (DIN: ) is the promoter of Dhunseri Group. His appointment is in line with the statutory For For R. S Agarwal is the founder promoter of Emami. His proposed of Rs 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. For For R. S Goenka is the founder promoter of Emami. His proposed of Rs 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. For For 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 Her proposed pay of Rs. 9.6 mn is in line with peers and commensurate with the size and scale of operations. For For Prashant Goenka is part of the promoter family. He was appointed on the board for a period of five years in the His proposed pay of Rs. 9.6 mn is in line with peers and commensurate with the size and scale of operations. For For The to be paid to the cost auditor is reasonable compared to the size and scale of the company s operations. For For It is audited by statutory auditors and no qualifications have been raised by them. For For It is audited by statutory auditors and no qualifications have been raised by them. For For In addition to interim dividend of Rs. 5.0 per share, Cummins India Proposes to pay final dividend of Rs. 9.0 per share (FV Rs. 2.0). The total dividend for the year is Rs per share (unchanged from FY16) and the pay-out ratio is ~64.0%. For Against 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. For For Cummins India replaced Price Waterhouse & Co (tenure of 14 years) with S R B C & Co LLP (of the Ernst & Young Group) in the of FY16. The appointment was for five years. The ratification is in line with the provision of Section 139 of the Companies Act

31 03 August 04 August Against/ Colgate- Palmolive (India) Ramco Cements Details of Votes cast during the Financial Year (contd...) Appoint Norbert Nusterer (DIN: ) as director liable to retire by rotation Ratify payment of to cost auditors, Ajay Joshi and Associates for FY18 Approve related party transactions entered into with Cummins Limited, UK for FY18 upto a limit of Rs 12.0 bn Approve related party transactions entered into with Tata Cummins Pvt Ltd for FY18 upto a limit of Rs 12.5 bn To approve payment of commission to payment of commission to the independent non-executive directors from 1 April 2018 Adoption of financial statements for the year ended 31 March Appoint SRBC & Co LLP as statutory auditors for five years and to fix their Appoint Jacob Sebastian Madukkakuzy (DIN : ) as Whole-Time Director Appoint Jacob Sebastian Madukkakuzy as Whole-Time Director & CFO for a period of five years from 28 October 2016 and fix his as minimum Appoint Chandrasekar Meenakshi Sundaram (DIN : ) as Whole-Time Director Appoint Chandrasekar Meenakshi Sundaram (DIN : ) as Whole-Time Director for a period of five years from 2 January and fix his as minimum 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 Keep the register of members and other documents at the office of the Registrar and Transfer Agent Adoption of standalone and consolidated financial statements for the year ended 31 March For For 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 For For Remuneration of Rs 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. For For Cummins India proposes to sell internal combustion engines, their parts and accessories amounting to Rs 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 The transactions are in the ordinary course of business and will be at arm s length. For For Cummins India proposes to purchase of B and L series internal combustion engines, parts and accessories amounting to Rs 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 The transactions are in the ordinary course of business and will be at arm s length. For For 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. For For As accounts are audited by independent statutory auditors. For For 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 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. For For Jacob Sebastian Madukkakuzy has been appointed as the CFO since 7 October His appointment is in line with all statutory For For The company proposes to appoint Jacob Sebastian Madukkakuzy as Whole-time Director and CFO of the company with proposed maximum of Rs mn. The proposed is commensurate with the size and complexity of the business and is in line with the peers. For For Chandrasekar Meenakshi Sundaram is Executive Vice-President Sales & Customer Development. His appointment is in line with all statutory For For The company proposes to appoint Chandrasekar Meenakshi Sundaram as Whole-time Director of the company with proposed maximum of Rs mn. The proposed is commensurate with the size and complexity of the business and is in line with the peers. For For 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 is comparable to peers. For For At the FY16, 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. For For Audited by statutory auditors and no qualifications have been raised. 31

32 04 August Details of Votes cast during the Financial Year (contd...) Declare final dividend of Rs. 3.0 per equity share (face value Re. 1.0) Reappoint PR Venketrama Raja as Non-Executive Non- Appoint Ramakrishna Raja and Co and SRSV & Associates as statutory auditors for five years and fix their Appoint PR Venketrama Raja as Chairperson and Managing Director for five years with effect from 4 June and fix his Approve private placement of non-convertible debentures of up to Rs.5 bn Ratify of Rs. 400,000 payable to Geeyes & Co as cost auditors for FY18 M R F Adoption of standalone and consolidated financial statements for the year ended 31 March Declare final dividend of Rs.54 per equity share of face value of Rs.10 each Reappoint Dr. KC Mammen as Non-Executive Non- Appoint Mahesh, Virender & Sriram as joint statutory auditors for five years and fix their Ratify SCA and Associates as joint statutory auditors and fix their Modification to Articles of Association to increase the size of the board and make Wholetime Directors retire by rotation Authorize the board to appoint more than 15 directors on board Against/ For For 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. The total dividend outflow including dividend tax for FY17 is Rs. 0.9 bn. The dividend payout ratio is 13.2%. For For PR Venketrama Raja, 58, is part of the promoter family and the Chairperson and Managing Director with effect from 4 June, 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 For For Their appointment is in line with the requirements of Section 139 of the Companies Act 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. For For The is performance based and thus no reason to oppose. For For The NCDs which are proposed to be issued will be within the overall borrowing limits of Rs. 50 bn. For For The total proposed to be paid to the cost auditors in FY18 is reasonable compared to the size and scale of operations. For For As accounts are audited by independent statutory auditors. For For 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 mn v/s Rs mn in the previous year. The dividend payout ratio is low at 2.1% v/s 1.0% in FY16. For For Dr. KC Mammen (DIN: ) is the promoter and director of the company since His reappointment is in line with all statutory For For 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. For For SCA and Associates were appointed as joint statutory auditors in the The ratification is in line with all statutory For Against 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. For Against Consensus on critical issues may become difficult to achieve if board exceeds 15 members. Appoint Samir Thariyan Mappillai as Director For Against Samir Thariyan Mappillai (DIN: ) 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. Appoint Varun Mammen as Director For Against Varun Mammen (DIN: ) 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 payable to KM Mammen as Chairperson and Managing Director with effect from 4 May Revise payable to Arun Mammen as Vice-Chairperson and Managing Director with effect from 4 May Appoint Rahul Mammen Mappillai as Managing Director for a five-year term with effect from 4 May and fix his Appoint Samir Thariyan Mappillai as Wholetime Director for a five-year term with effect from 4 August and fix his Appoint Varun Mammen as Wholetime Director for a five-year term with effect from 4 August and fix his For For KM Mammen s revised annual is estimated at Rs mn. This is in line with peers and commensurate with the size and complexity of business. For For Arun Mammen s revised annual is estimated at Rs mn. This is in line with peers and commensurate with the size and complexity of business. For For Rahul Mammen Mappillai was promoted as the Managing Director with effect from 4 May. His revised annual is estimated at Rs mn. This is in line with peers and commensurate with the size and complexity of business. For Against Samir Thariyan Mappillai, 35, belongs to the promoter family. His proposed is estimated at Rs 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. For Against Varun Mammen, 35, belongs to the promoter family. His proposed is estimated at Rs 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. 32

33 04 August 07 August 08 August Mahindra & Mahindra Britannia Industries Eicher Motors Details of Votes cast during the Financial Year (contd...) Approve of Rs.644,000 payable to C. Govindan Kutty, cost auditors for FY18 Adoption of financial statements for the year ended 31 March Declare final dividend of Rs. 13.0/- per equity share (face value Rs. 5.0) for FY17 Reappoint Dr. Pawan Goenka (DIN: ) as an Executive Director Appoint BSR & Co. LLP as statutory auditors for a period of five years and fix their Approve of Rs mn for DC Dave & Co. as cost auditors for FY18 Appoint TN Manoharan (DIN: ) as an for five years, w.e.f. 11 November 2016 Reappoint Anand Mahindra (DIN: ) as the Executive Chairperson for five years, w.e.f. 12 November 2016 Reappoint Dr. Pawan Goenka (DIN: ) as the Managing Director for four years, w.e.f. 12 November 2016 Issuance of Non-Convertible Debentures (NCDs) and/ or Commercial Paper on a private placement basis upto Rs bn Adoption of financial statements for the year ended 31 March Against/ For For The total proposed to be paid to the cost auditors is reasonable compared to the size and scale of operations. For For As accounts are audited by independent statutory auditors. For For 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%. For For Pawan Goenka, 62, has been associated with M&M for the past 24 years. His reappointment meets all statutory For For BSR & Co. LLP s appointment is in line with the requirements of Section 139 of the Companies Act For For The total proposed is reasonable compared to the size and scale of the company s operations. For For TN Manoharan, 61, is a Chartered Accountant, a graduate and post graduate in commerce. He has served on various committees of IRDA, RBI, SEBI, CAG and CBDT. He also serves on board of Tech Mahindra and Canara Bank. His appointment as an independent director meets all the statutory 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 For For 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 for a period of five years. The proposed 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. For For 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. The proposed 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. For For The NCDs and / or CPs will be issued within the overall borrowing limit, at an interest rate not exceeding 10% p. A. For For As accounts are audited by independent statutory auditors. Declare final dividend of Rs.22.0 per share (FV Rs.2.0) For For The company proposes to pay a final dividend of Rs per share of face value Rs. 2.0 for the year ended 31 March. 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- For For AK Hirjee is part of the promoter group. He is the Vice Chairperson of Bombay Burmah Trading Corp 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 Ratify BSR & Co LLP as statutory auditors for FY18 For For 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. BSR & Co LLP s ratification as statutory auditors is in line with the requirements of Section 139 of the Companies Act Appoint Dr. Ajay Shah (DIN: ) as an for a period of five years from 13 February Appoint Dr. Yashwantrao Thorat (DIN: ) as an for a term of five years from 13 February Adoption of financial statements for the year ended 31 March Declare final dividend of Rs /- per equity share (face value Rs. 10.0) for FY17 Appoint SR Batliboi & Co. LLP as statutory auditors for a period of five years and fix their Approve for Siddhartha Lal, Managing Director for one year, w.e.f. from 1 May For For 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. His appointment is in line with all the statutory For For Dr. Yashwantrao Thorat is the former Chairperson, NABARD. He was appointed as an Additional Director from 13 February. His appointment is in line with all the statutory For For As accounts are audited by independent statutory auditors. For For Dividend for FY17 is Rs /-, 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%. For For SR Batliboi & Co. LLP s appointment is in line with the requirements of Section 139 of the Companies Act For For Siddhartha Lal, 44, belongs to the promoter group of the company. He has been on the board since 2006 and was re-appointed as managing director of the company with effect in the previous for five years. As per the Eicher s policy, Siddhartha Lal s salary is revised each year. His proposed of Rs mn for FY18 is in line with peers and is commensurate with the size and complexity of the business. 33

34 08 August 09 August 09 August 09 August Sundram Fasteners Glaxosmithkline Consumer Healthcare Timken India Parag Milk Foods Ltd Details of Votes cast during the Financial Year (contd...) Approve of Rs. 0.2 mn for V Kalyanaraman as cost auditors for FY18 Appoint Preethi Krishna (DIN: ) as a Non- Executive Non- Adoption of financial statements for the year ended 31 March Against/ For For The total proposed is reasonable compared to the size and scale of the company s operations. For For 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 For For As accounts are audited by independent statutory auditors. Declare final dividend of Rs.70.0 per share (FV Rs.10.0) For For 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 Appoint Anup Dhingra (DIN: ) as an Executive Director for a period of three years with effect from 1 September 2016 and fix his Adoption of financial statements for the year ended 31 March Declare final dividend of Re. 1.0 per equity share (face value Rs. 10.0) For For Deloitte Haskins & Sells LLP s appointment is in line with the requirements of Section 139 of the Companies Act For For 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 He was paid of Rs mn for his term in FY17 (43x the median employee ). His proposed annual is estimated at Rs mn. Anup Dhingra is a professional and his proposed 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. For For As accounts are audited by independent statutory auditors. For For The company has proposed a final dividend of Rs. 1.0 per equity share of face value Rs for the year ended 31 March equivalent to that paid in FY16. The total dividend outflow including dividend tax for FY17 is Rs mn. The dividend payout ratio is low at 8.4%. Reappoint Avishrant Keshava as Director For For 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 Appoint Deloitte Haskins & Sells LLP as statutory auditors for five years and fix their Reappoint Sanjay Koul as Chairperson and Managing Director for five years and fix his Approve of Rs. 250,000 payable to Shome & Banerjee as cost auditors for FY18 Adoption of standalone financial statements for the year ended 31 March Adoption of consolidated financial statements for the year ended 31 March Declare final dividend of Rs.0.5 per share (face value Rs.10.0 each) For For 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 For For While Sanjay Koul s estimated FY18 of Rs mn is marginally higher than peers, it is commensurate with the size and complexity of the business. The performance linked incentive component of his is open-ended and at the discretion of the board we expect companies to specify an absolute cap to incentive payouts. For For The total proposed to be paid to the cost auditors in FY18 is reasonable compared to the size and scale of operations. For For As accounts are audited by independent statutory auditors. For For As accounts are audited by independent statutory auditors. For For The total dividend outflow including dividend tax for FY17 is Rs mn. The dividend payout ratio is 50.5%. Reappoint Devendra Shah as Director For For 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 Ratify Haribhakti & Co LLP as statutory auditors for one year and fix their Revise 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 Revise 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 For For 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, For Against In November 2016, the board approved an increase in to Rs. 30 mn from Rs. 12 mn with effect from 1 October However, as there are inadequate profits for payment of managerial (as per Section V of Companies Act 2013), the company proposes to revise the to Rs. 24 mn. His FY17 of Rs. 21 mn was 114x the median employee. The company s profitability has reduced by 64% over FY17; overall promoter family is 28% of consolidated FY17 net profit, which is high and not commensurate with the size and complexity of the business. We believe executive structures should carry a component of performance linked pay to establish a link between and company performance. For Against In November 2016, the board approved an increase in his to Rs. 30 mn from Rs. 12 mn with effect from 1 October However, as there are inadequate profits for payment of managerial (as per Section V of Companies Act 2013), the company proposes to revise the to Rs. 24 mn. His FY17 of Rs mn was 112x the median employee 34

35 09 August 10 August 10 August Honeywell Automation India Bharat Forge Monsanto India Details of Votes cast during the Financial Year (contd...) Ratify of Rs. 90,000 to Harshad S Deshpande & Associates as cost auditors for FY18 Adoption of financial statements for the year ended 31 March To declare final dividend of Rs.10.0 per share of face value Rs.10.0 Appoint Ms. Tina Pierce (DIN: ) as Non- Executive Non- Ratify Deloitte Haskins & Sells LLP s appointment as statutory auditors and fix Approve related party transactions with Honeywell International Inc, Honeywell Measurex (Ireland) Limited and Honeywell Turki-Arabia Limited up to Rs.17.9 bn Fix commission for non-executive directors at an amount not exceeding 1% of net profits for five years from 1 April Adoption of standalone and consolidated financial statements for the year ended 31 March Ratify interim dividend of Rs per equity share and declare final dividend of Rs. 5.0 per equity share (face value Rs. 2.0) Against/. The company s profitability has reduced by 64% over FY17; overall promoter family is 28% of consolidated FY17 net profit, which is high and not commensurate with the size and complexity of the business. We believe executive structures should carry a component of performance linked pay to establish a link between and company performance. For For The to be paid to the cost auditor is reasonable compared to the size and scale of the company s operations. For For As accounts are audited by independent statutory auditors. For For The total dividend outflow including dividend tax for FY17 is Rs. 0.1 bn. The dividend payout ratio for FY17 is 6.3%. For For 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 For For Deloitte Haskins & Sells LLP were appointed for a period of 5 years in the company s FY15. 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, For For 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. For For 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. For For As accounts are audited by independent statutory auditors. For For 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. It has already paid an interim dividend of Rs per equity share. The company has paid an aggregate dividend per share of Rs 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%. Reappoint G K Agarwal as Director For For G K Agarwal, 66, is the Deputy Managing Director, Bharat Forge Limited. He retires by rotation and his reappointment is in line with statutory Reappoint Kishore Saletore as Director For For Kishore Saletore, 51, is the Chief Financial Officer, Bharat Forge Limited. He retires by rotation and his reappointment is in line with statutory Reappoint SRBC & Co LLP as statutory auditors for five years and fix their Approve of Rs. 1 mn payable to Dhananjay V Joshi & Associates as cost auditors for FY18 Adoption of financial statements for the year ended 31 March Declare final dividend of Rs.15.0 per equity share (FV of Rs.10.0) Reappoint Piyush Nagar (DIN: ) as a Non-Executive Non- retiring by rotation Appoint MSKA & Associates as statutory auditors for a period of five years and fix their Reappoint Shilpa Shridhar Divekar (DIN: ) as Managing Director for a period of three years with effect from 1 September and fix her Ratify of Rs. 250,000 payable to ABK & Associates as cost auditors for FY18 For For 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 For For The total proposed to be paid to the cost auditors in FY18 is reasonable compared to the size and scale of operations. For For As accounts are audited by independent statutory auditors. For For The total dividend for FY17 is Rs. 30.0/- per share, including an interim dividend of Rs per share. The total dividend outflow (including dividend tax for FY17) is Rs. 0.6 bn, while the dividend payout ratio is 42.2%. For For 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 For For MZSK & Associates appointment is in line with the requirements of Section 139 of the Companies Act For For Shilpa Shridhar Divekar (DIN: ) was appointed as MD in The company proposes to reappoint her for a term of three years. Her reappointment is in line with the statutory Her proposed annual, estimated at Rs 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. For For The proposed to be paid to the cost auditor in FY18 is reasonable compared to the size and scale of operations. 35

36 10 August 10 August Sudarshan Chemical Inds. Asahi India Glass Details of Votes cast during the Financial Year (contd...) To enter into related party transactions with Monsanto Company, USA (ultimate holding company) aggregating Rs. 2.2 bn for FY18 and FY19 Adoption of financial statements for the year ended 31 March 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 Reappoint K. L. Rathi (DIN ) as director liable to retire by rotation Appoint BSR & Associates LLP as statutory auditors for five years Appoint A. B. Rathi, (DIN ) as director liable to retire by rotation Fix to cost auditors, Parkhi Limaye & Co., for FY18 a. Adoption of standalone financial statements for the year ended 31 March ; b. Adoption of consolidated financial statements for the year ended 31 March Declare final dividend of Rs.1 per share (Face Value: Re.1) Reappoint B. M. Labroo as a Non-Executive, Non- Reappoint Masahiro Takeda as a Non-Executive, Non- Appoint VSSA & Associates as statutory auditors for a period of five years and to fix their Appoint Dr. Satoshi Ishizuka (DIN ) as a Non-Executive, Non- Appoint Eisuke Shiozaki (DIN: ) as an for a period of five years from 24 May Ratify of Rs. 150,000 (plus service tax and out of pocket expenses) for Ajay Ahuja & Associates., as cost auditors for FY18 Approve payment of commission of upto 0.1% of net profit of FY17 in addition to to Masaru Omae as Dy. MD & C.T.O. (Auto) Approve revision in of Mr. Masaru Omae, Whole-time Director designated as Dy. MD & C.T.O. (Auto) from 1 April Against/ For For 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 mn for FY18 and FY19 respectively. While the company has paid royalty of Rs mn and Rs mn in FY16 and FY17 respectively, it seeks approval to pay royalty to Monsanto USA of up to Rs 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. For For As accounts are audited by independent statutory auditors. For For Sudarshan Chemical Industries (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%. For For 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 For For 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 For For Ajoy Rathi is from the promoter family. He is B. Tech, from University of Madras, M. S. Chemical Engg. From University of Detroit, USA and an MBA. He is the Managing Director of RIECO Industries (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 For For 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. For For As accounts are audited by independent statutory auditors. For For 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 mn. The dividend payout ratio for FY17 is 22.4%. For For 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 For For 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 For For VSSA & Associates appointment as statutory auditors is in line with the requirements of Section 139 of the Companies Act 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. For For Dr. Satoshi Ishizuka is the Sr. Advisor (QA) of Maruti Suzuki India His appointment is in line with the statutory For For Eisuke Shiozaki is the Senior Vice President, Mitsubishi Corporation, Japan. His appointment is in line with the statutory For For The total proposed to be paid to the cost auditors in FY18 is reasonable compared to the size and scale of the company s operations. For For The company seeks shareholder approval to pay Masaru Omae a commission of Rs. 0.7 mn in FY17. This will take his total 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 is commensurate with the size and complexities of his responsibilities. For For The company proposes to revise his to recognize his contribution and performance. The proposed of Rs 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. 36

37 10 August 10 August 11 August 11 August Details of Votes cast during the Financial Year (contd...) Hikal Adoption of financial statements for the year ended 31 March 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) Reappoint Amit Kalyani (DIN: ) as a Non-Executive Non- retiring by rotation Ratify B S R & Co. LLP as statutory auditors for one year and fix their Ratify of Rs. 100,000 payable to V.J. Talati & Co. as cost auditors for FY18 S H Kelkar Adoption of financial statements for the year ended 31 March To declare final dividend of Rs.1.75 per share of face value Rs.10.0 Reappoint Amit Dixit (DIN: ) as Non- Executive Non- Praj Industries T V S Motor Co. Ratify B S R & Co. LLP s reappointment as statutory auditors and fix Adoption of standalone and consolidated financial statements for the year ended 31 March Declare final dividend of Rs per equity share (face value Rs. 2.0) Reappoint Daljit Mirchandani as Non-Executive Non- Ratify P G Bhagwat as statutory auditors for one year and fix their Approve of Rs. 275,000 payable to Dhananjay V Joshi & Associates as cost auditors for FY18 Against/ For For As accounts are audited by independent statutory auditors. For For 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, in addition to the interim dividend of Rs. 0.6 per share. The aggregate dividend outflow including dividend tax for FY17 is Rs mn (including interim and final dividends). The dividend payout ratio is 17.8%. For Against 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. For For 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 For For The proposed to be paid to the cost auditor in FY18 is reasonable compared to the size and scale of operations. For For As accounts are audited by independent statutory auditors. For For The total dividend outflow including dividend tax for FY17 is Rs mn. The dividend payout ratio for FY17 is 40.3%. For For 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 For For 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, For For As accounts are audited by independent statutory auditors. For For The company has proposed a final dividend of Rs per equity share of face value Rs. 2.0 for the year ended 31 March. The company has paid a dividend of Rs per equity share over the past three years. The total dividend outflow including dividend tax for FY17 is Rs mn. The dividend payout ratio is 74.7%. For For Daljit Mirchandani, 70, is the Former CMD, Ingersoll Rand (India) Limited. He retires by rotation and his reappointment is in line with statutory For For 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 For For The total proposed to be paid to the cost auditors in FY18 is reasonable compared to the size and scale of operations. Appoint Sachin Raole as Director For For Sachin Raole, 47, is the CFO and President - Finance and Commercial. His appointment is in line with statutory Appoint Sachin Raole as Whole Time Director from 16 January to 31 July 2019 and fix his Reappoint Pramod Chaudhari as Executive Chairperson for two years with effect from 1 August and fix his Adoption of financial statements for the year ended 31 March Reappoint Sudarshan Venu (DIN: ) as an Executive Director Ratify appointment of V Sankar Aiyar & Co. as statutory auditors for FY18 and fix their Fix commission to s for an amount not exceeding 1% of net profits for five years, w.e.f. 1 April 2018 For For Sachin Raole is a professional and his estimated FY18 of Rs 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. For For He is being reappointed at the same terms of as approved in the FY12. While his estimated FY18 of Rs 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 structure is linked to profitability. For For As accounts are audited by independent statutory auditors. For For 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 For For The ratification of V Sankar Aiyar & Co. s appointment is in line with the requirements of Section 139 of the Companies Act For For 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. 37

38 11 August 11 August 12 August Cadila Healthcare Essel Propack Thyrocare Technologies Details of Votes cast during the Financial Year (contd...) Appoint Rajesh Narsimhan (DIN: ) as an for three years Approve of Rs. 0.5 mn for AN Raman as cost auditors for FY18 Adoption of financial statements for the year ended 31 March Confirm interim dividend of Rs.3.2 per equity share (face value of Re.1.0) Reappoint Mukesh M. Patel (DIN: ) as a Non-Executive Non- retiring by rotation Appoint Deloitte Haskins & Sells LLP as statutory auditors for a period of five years and fix their Appoint Dr. Sharvil P. Patel (DIN: ) as Managing Director for a period of five years with effect from 1 April and fix his Ratify of Rs.1.0 mn payable to Dalwadi & Associates as cost auditors for FY18 Against/ For For 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, Technology and Business transformation. His appointment meets all statutory For For The total proposed is reasonable compared to the size and scale of the company s operations. For For As the accounts are audited and no qualifications have been raised by the statutory auditors. For For 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%. For For His reappointment is in line with all the statutory For For Deloitte Haskins & Sells LLP s appointment is in line with the requirements of Section 139 of the Companies Act For For Dr. Sharvil Patel is Managing Director and the company s promoter. His proposed is capped at 5% of the net profits. The 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 mn in FY17. Dr. Sharvil P. Patel s proposed of Rs 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 and that it will be commensurate with size and performance in the future. For For The proposed to be paid to the cost auditors in FY18 is reasonable compared to the size and scale of operations. Issue securities up to Rs bn For For 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 Appoint Ganesh N. Nayak (DIN: ) as a Director liable to retire by rotation Appoint Ganesh N. Nayak as Executive Director and COO for a period of three years with effect from 12 July and fix his Appoint Dr. Sharvil P. Patel (DIN: ) as Managing Director for a period of five years beginning 1 April For For The issuance of non-convertible debentures on private placement basis will be within the company s overall borrowing limit. For For 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 For For Ganesh Nayak is Chief Operating Officer. His proposed is capped at 5% of the net profits. The 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 and that it will be commensurate with size and performance in the future. For For 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 Approve inter-corporate transactions upto Rs.12.0 bn For For The company s inter-corporate transactions were Rs. 9.2 bn as on 31 March. 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. Adoption of Standalone financial statements for the year ended 31 March Adoption of Consolidated financial statements for the year ended 31 March Confirm interim dividend of Rs. 5.0 per share and declare final dividend of Rs.5.0 per share (Face Value: Rs.10) Appoint Dr. Indumati Gopinathan (DIN ) as an Non-Independent, Non-Executive Director in place of Sohil Chand, who has decided not to seek reappointment For For As the accounts are audited by the statutory auditors and no qualifications are raised by them. For For As the accounts are audited by the statutory auditors and no qualifications are raised by them. For For The company proposes to pay final dividend of Rs. 5 per share of FV Rs 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 The dividend amount including the dividend tax is Rs. 0.6 bn. The dividend payout ratio for FY17 is 86.4%. For For 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 reappointment of directors. 38

39 14 August 14 August 18 August Suven Life Sciences Akzo Nobel India Hindustan Zinc Details of Votes cast during the Financial Year (contd...) Against/ Ratify BSR & Co. LLP as statutory auditors for FY18 For For BSR & Co. LLP were reappointed as statutory auditors of the company at the FY16. The ratification of BSR & Co. LLP is in line with the requirements of the Companies Act Reappoint Dr. A. Velumani as MD & CEO for a term of three years from 1 April and fix his Reappoint A. Sundararaju as ED & CFO for a term of three years from 1 April and fix his Ratify of Rs. 100,000 (plus service tax and out of pocket expenses) for S Thangavelu, as cost auditors for FY17 Approve ESOS under which 50,529 options will be granted at face value Adopt the standalone and consolidated financial statements for the year ended 31 March Confirm interim dividend of Rs. 1.0 per share (face value Re.1.0 each) Reappoint Prof Seyed E Hasnain, (DIN: ) as director liable to retire by rotation Appoint Tukaram & Co. as statutory auditors for a period of five years Adoption of financial statements for the year ended 31 March Declare dividend of Rs.22.0 per share (Face Value: Rs.10) Reappoint Amit Jain as a Non-Executive Non- Appoint Price Waterhouse Chartered Accountants LLP as statutory auditors for FY18 at of Rs. 7.3 mn Not fill casual vacancy caused by the retirement of Nihal Kaviratne CBE Ratify of Rs mn (plus service tax and out of pocket expenses) for Chandra Wadhwa & Co., as cost auditors for FY18 Adoption of financial statements for the year ended 31 March Ratify interim dividend of Rs per share and special dividend of Rs per share (face value Rs. 2.0) Reappoint Navin Agarwal as Non-Executive Non- Ratify S R Batliboi & Co LLP as statutory auditors for one year and fix their Ratify 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 For For Dr. A. Velumani is the promoter MD & CEO. His FY17 of Rs mn was 72.73x the median employee. He has opted to take a token of Re.1.0 per month. He will be eligible to receive perquisites in addition to salary. This will also be the minimum. The proposed is commensurate with the size and complexities of his responsibilities. For For A. Sundararaju is the promoter ED & CFO. His FY17 of Rs. 8.0 mn was 36.36x the median employee. His proposed of Rs. 9.8 mn is commensurate with the size and complexities of his responsibilities. For For The total proposed to be paid to the cost auditors in FY18 is reasonable compared to the size and scale of the company s operations. For For The company proposes to grant 50,529 stock options at an exercise price of Rs (Face Value). The cost of 50,529 stock options at the current market price of Rs. Will be Rs 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. For For As the accounts are audited and no qualifications have been raised by the Auditors. For For 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 mn in FY17. The dividend payout ratio is 12.4% in FY17 (39.8% in FY16). For For His appointment is in line with statutory requirement For For 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 For For Financials are audited by statutory auditors. For For The company proposes to pay final dividend of Rs per share of FV Rs for FY17. The dividend amount including the dividend tax is Rs. 1.2 bn. The dividend payout ratio for FY17 is 50.1%. For For Has attended more than 50% meetings over past three years. For Against 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. For For Nihal Kaviratne CBE is the Chairperson. He will retire at the upcoming and the vacancy caused by his retirement will not be filled up. For For The total proposed to be paid to the cost auditors in FY18 is reasonable compared to the size and scale of the company s operations. For For As accounts are audited by independent statutory auditors. For For The total dividend outflow including dividend tax for FY17 is Rs bn. The dividend payout ratio is 179.8%. For For 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 For For 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. Their ratification is in line with the requirements of Section 139 of the Companies Act For For The total proposed to be paid to the cost auditors in FY18 is reasonable compared to the size and scale of operations. For For 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 nonexecutive directors, as a good practice, it must consider setting a cap in absolute amount of the commission payable. 39

40 21 August 21 August 21 August Motherson Sumi Systems Solar Industries India Indian Hotels Co. Details of Votes cast during the Financial Year (contd...) Adoption of standalone & consolidated financial statements for the year ended 31 March To confirm interim dividend of Rs. 2.0 per equity share (face value Re.1.0) as final dividend Reappoint Pankaj Mittal as Director liable to retire by rotation Appoint S.R. Batliboi & Co. LLP as statutory auditors for a period of five years To reappoint Pankaj Mital as Chief Operating Officer from 1 April till 30 September 2021 Approve of Rs.1.25 mn for M. R. Vyas and Associates as cost auditors for FY18 Adoption of financial statements for the year ended 31 March 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) Reappoint Kailashchandra Nuwal (DIN: ) as Director Appoint SRBC & Co. LLP and Akshay Rathi & Associates as statutory auditors for five years and fix their Reappoint Roomie Dara Vakil (DIN: ) as Whole-time Director for a period of one year beginning 1 April Ratify of Rs. 110,000 payable to Khanuja Patra & Associates as cost auditors for FY18 Adoption of standalone financial statements for the year ended 31 March Adoption of consolidated financial statements for the year ended 31 March Declare final dividend of Re per equity share (face value Re. 1.0) Against/ For For As accounts are audited by independent statutory auditors. For For 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%. For For Pankaj Mittal is the Chief Operating Officer of MSSL. He retires by rotation, and his reappointment is in line with the statutory For For MSSL proposes to appoint S. R. Batliboi & Co. LLP (Ernst & Young audit network) as statutory auditors for a period of five years with a ratification each year. The company s previous auditors were Price Waterhouse Chartered Accountants LLP for the past 17 years. The appointment is in line with the provisions of Section 139 of the Companies Act For For Pankaj Mital was paid a of Rs 19.2 mn in FY17. Based on the company s past practices on payouts, we estimate his 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 structure. For For The total proposed to be paid to the cost auditors in FY18 is reasonable compared to the size and scale of the company s operations. For For Results are audited by statutory auditors and no qualifications gave been raised by them. For For 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. For For Kailashchandra Nuwal is Executive Vice-Chairperson. He retires by rotation and his reappointment is in line with all the statutory For For Their appointment is in line with the requirements of Section 139 of the Companies Act 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. For For Roomie Dara Vakil s reappointment is in line with all the statutory His FY18 proposed estimated at Rs. 4.7 mn is in line with peers and commensurate with the company s size and scale of operations. The 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. For For The proposed to be paid to the cost auditors in FY18 is reasonable compared to the size and scale of operations. For For As accounts are audited by independent statutory auditors. For For As accounts are audited by independent statutory auditors. For For The total dividend outflow including dividend tax for FY17 is Rs. 0.4 bn. The dividend payout ratio is 29.4%. Reappoint Mehernosh Kapadia as Director For For Mehernosh Kapadia, 64, is Executive Director - Corporate Affairs. He retires by rotation and his reappointment is in line with statutory Appoint BSR & Co LLP as statutory auditors for five years and fix their Appoint N Chandrasekaran as Non-Executive Non- Issue Non-Convertible Debentures upto Rs.5 bn on private placement basis For For Their appointment is in line with the requirements of Section 139 of the Companies Act For For N Chandrasekaran (DIN: ) 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 For For The issuance will be within the overall borrowing limit of Rs. 50 bn. 40

41 22 August 22 August 22 August Larsen & Toubro Larsen & Toubro NCM Details of Votes cast during the Financial Year (contd...) Approve payment of minimum to Rakesh Sarna as Managing Director and CEO from 1 April to 30 November Approve amalgamation of Spectrum Infotech Private Limited (SIPL), a wholly owned subsidiary, with L&T Adoption of financial statements for the year ended 31 March Approve final dividend of Rs.21 per share (pre-bonus) of face value Rs.2.0 each Against/ For For Rakesh Sarna s has remained static at Rs. 150 mn over FY15 and FY16. Further, while his proposed annual FY18 of Rs 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, the board has decided to extend his by two months. For For SIPL is engaged in technology and product development of electronic components in the areas of defence, avionics and aerospace engineering. The merger will complement L&T s enhanced focus on the defence sector. As per the scheme, there will be no issuance of shares and the entire equity share capital of SIPL will be cancelled. The merged entity will benefit from reduced overheads and administrative expenses. There will be no change in the economic interest in SIPL for the shareholders. For For As results are audited by Statutory auditors. For For The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs bn. The dividend payout ratio for FY17 was 41.7%. Reappoint Sushobhan Sarker as a Director For For Sushobhan Sarker (DIN: ) is a nominee director of Life Insurance Corporation of India (LIC). He retires by rotation and his reappointment is in line with the statutory Reappoint Shailendra Roy as a Director For For Shailendra Roy (DIN: ) is Senior Executive VP (Power, Heavy Engineering & Defence) in L&T. He retires by rotation and his reappointment is in line with the statutory Reappoint R. Shankar Raman as a Director For For R. Shankar Raman (DIN: ) is the CFO of L&T. He retires by rotation and his reappointment is in line with the statutory Reappoint Subodh Bhargava as an Independent Director for five years w.e.f 30 March Reappoint S. N. Subrahmanyan as CEO & MD for a period of five years w.e.f 1 July and fix his For Against Subodh Bhargava (DIN: ) is the former CEO, Eicher Group. He has been on the board since July 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. For For As part of the company s succession plan, S. N. Subrahmanyan (currently deputy MD) is being elevated as the CEO & MD. His proposed of Rs 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, 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). s must be provided more clarity on such grants in the future for them to make a more informed decision on his overall across the group. Appoint Jayant Damodar Patil as a Director For For Jayant Damodar Patil (DIN: ) is Senior Executive VP (Defence) in L&T. His appointment is in line with the statutory 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. Appoint Arvind Gupta as a Director For For Arvind Gupta (DIN: ) is a nominee director of SUUTI. His appointment is in line with the statutory 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 and fix his Approve issuance of equity linked securities up to Rs.40 bn or $600 mn, whichever is higher Approve issuance of non-convertible debentures (NCDs) of up to Rs.60 bn Ratify appointment of Deloitte Haskins & Sells as statutory auditors for FY18 Approve of Rs. 1.2 mn for R. Nanabhoy & Co. as cost auditors for FY18 Tata Motors Adoption of standalone financial statements for the year ended 31 March For For His proposed pay of Rs 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, the company should have capped his variable pay in absolute terms. For For 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. For For 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). For For Deloitte Haskins & Sells LLP was appointed as auditors in FY16. The ratification of their appointment is in line with the statutory For For The to be paid to the cost auditor is reasonable compared to the size and scale of the company s operations. For For As accounts are audited by independent statutory auditors. 41

42 22 August 23 August Can Fin Homes City Union Bank Details of Votes cast during the Financial Year (contd...) Adoption of consolidated financial statements for the year ended 31 March Reappoint Dr. Ralph Speth (DIN: ) as a Non- Executive Non- Appoint BSR & Co. LLP as statutory auditors for a period of five years and fix their Appoint Natarajan Chandrasekaran (DIN: ) as a Non-Executive Non- Appoint Om Prakash Bhatt (DIN: ) as an for five years, w.e.f. 9 May Reappoint Satish Borwankar (DIN: ) as an Executive Director and COO for two years, w.e.f. 16 July Approve 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 bn Alteration to objects clause of the Memorandum of Association Alteration to liability clause of the Memorandum of Association Adoption of new set of Articles of Association of the Company Sub-division of one equity share of face value Rs.10 each into five equity shares of Rs.2 each Alteration to capital clause of the Memorandum of Association Adoption of financial statements for the year ended 31 March Declare equity dividend of Rs. 0.3 per share (Face Value: Rs. 1) Reappoint Justice (Retd.) S.R. Singharavelu (DIN ) as director liable to retire by rotation To appoint Sundaram & Srinivasan as statutory auditors for one year Against/ For For As accounts are audited by independent statutory auditors. For For Dr. Ralf Speth, 62, has been the CEO of Jaguar Land Rover for the past seven years. His reappointment meets all statutory For For BSR & Co. LLP s appointment is in line with the requirements of Section 139 of the Companies Act For For 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 For For 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 And Standard Chartered PLC, UK. His appointment meets all statutory For For Satish Borwankar, 65, has been on the board of Tata Motors for past five years. The proposed is likely to range between Rs mn and Rs 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. For For The total proposed is reasonable compared to the size and scale of the company s operations. For For The NCDs a within the overall borrowing limit of Rs 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. For For The alterations are being made to enable the company to enter the insurance industry, and to align the existing MoA with Companies Act The modification is not detrimental to the interest of minority shareholders. For For 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. For For 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, For For 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. For For The sub-division of equity shares would require amendment to Clause V of the Memorandum of Association. For For Matter is of routine nature. As accounts are audited by the external statutory auditors and no qualifications are raised by them. For For 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, CUB issued 1 bonus equity share for every 10 equity shares held during the year. For For Justice (Retd. ) S. R. Singharavelu is former Judge, High Court Madras and High Court of Orissa His reappointment as non-independent nonexecutive director liable to retire by rotation is in line with statutory For For 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 The previous auditors of the Bank were P. Chandrasekar, Chartered Accountants. To appoint branch auditors and fix their For For 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 ) as the Managing Director & CEO for a period of three years from 1 May and to fix his For For N Kamakodi was paid a of Rs 6.0 mn in FY17 and no stock options were granted in the year. CUB has not provided any break up of paid in the past or being proposed. The estimated 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 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 structure. 42

43 23 August 23 August K P I T Technologies Bayer Cropscience Details of Votes cast during the Financial Year (contd...) Appoint Subramaniam Narayanan (DIN ) as for a period of five years from 23 August Appoint R. Mohan (DIN ) as Independent Director from 23 August till 27 June 2022 Approve payment of commission to non-executive directors (other than the chairman) for FY17 Approval for raising capital through QIP for an amount not exceeding Rs 5 bn Approval for Employee Stock Option scheme CUBESOS- Adoption of standalone financial statements for the year ended 31 March Adoption of consolidated financial statements for the year ended 31 March To declare final dividend of Rs.2.2 per share of face value Rs.2.0 Reappoint SB (Ravi) Pandit (DIN: ) as an Executive Director Ratify B S R & Co LLP s appointment as statutory auditors and fix Reappoint Ms. Lila Poonawalla (DIN: ) as an for five years from 1 April Reappoint Dr. RA Mashelkar (DIN: ) as an for five years from 1 April Reappoint Adi Engineer (DIN: ) as an for five years from 1 April Reappoint Prof. Alberto Vincentelli (DIN: ) as an for five years from 1 April Adoption of financial statements for the year ended 31 March Approve dividend of Rs.17 per share of face value Rs.10.0 each Against/ For For 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 Company, 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 For Against 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 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. For For 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. For For 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. For For 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. For For Since the books of accounts are audited by the statutory auditors and no qualifications are raised by them. For For Since the books of accounts are audited by the statutory auditors and no qualifications are raised by them. For For The total dividend outflow including dividend tax for FY17 is Rs. 0.5 mn. The dividend payout ratio is 30.5%. For For 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 For For 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, For For Ms. Lila Poonawalla was the Chairperson and Managing Director of Alfa Laval-Tetra Pak India. Her reappointment is in line with the statutory 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. For For His appointment is in line with statutory requirement. For For Adi Engineer was Managing Director of Tata Power Limited. His reappointment is in line with the statutory For For 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 For For As results are audited by statutory auditors. For For The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs. 0.7 bn. The dividend payout ratio for FY17 was 24.9%. Reappoint Peter Mueller as a Director For For Peter Mueller (DIN: ) 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. 43

44 23 August 23 August Aditya Birla Fashion And Retail Ltd L&T Technology Services Ltd Details of Votes cast during the Financial Year (contd...) Appoint Deloitte Haskins & Sells LLP as statutory auditors for a period of five years and fix their Against/ For For Deloitte Haskins & Sells LLP are replacing Price Waterhouse as the statutory auditors. The appointment is in line with the statutory Appoint Ms. Miriam Colling-Hendelkens as a Director For For Ms. Miriam Colling-Hendelkens (DIN: ) is the Patents Head of Bayer Group. Her appointment is in line with the statutory Approve of Rs 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 Approve related party transactions with Bayer Vapi Private Ltd (BVPL) aggregating up to Rs.6 bn each year Adoption of financial statements for the year ended 31 March For For The to be paid to the cost auditor is reasonable compared to the size and scale of the company s operations. For For In the 2015, 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. For For 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. For For As accounts are audited by independent statutory auditors. Reappoint Sushil Agarwal as a Director For For Sushil Agarwal (DIN: ) is the Group CFO. His reappointment is in line with the statutory Ratify appointment of SRBC & Co LLP as statutory auditors for FY18 Appoint Sanjeeb Chaudhuri as an for five years w.e.f 9 January 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 ) Approve grant of options to employees/directors of holding company and subsidiaries, under ESOP Adoption of financial statements for the year ended 31 March 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 Reappoint A M Naik (DIN: ) as Non-Executive Non- Reappoint Amit Chadha (DIN: ) as an Executive Director Reappoint Sharp & Tannan as statutory auditors for a period of one year and fix their For For 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 For For Sanjeeb Chaudhuri (DIN: ) is the former Chief Marketing Officer, Standard Chartered Bank. His appointment is in line with the statutory For For The issuance will be within the approved borrowing limit of Rs. 35 bn. For Against Under the scheme 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. For Against The company requires shareholder approval in a separate resolution to extend the ESOS Plan to the employees of subsidiaries. As stated in resolution #6, the estimated annual cost of the scheme is too high. For For As the books of accounts are audited by the statutory auditors and no qualifications are raised by them. For For 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%. For For A M Naik is the Chairperson. He is liable to retire by rotation and his reappointment is in line with all statutory For For Amit Chadha is President, Sales and Business Development. He is liable to retire by rotation and his reappointment is in line with all statutory For Against Sharp & Tannan have been associated with the group for over 31 years. Under section 139 of the Companies Act 2013, an audit firm s tenure may extend to a maximum of two consecutive terms of five years each (maximum 10 years). We extend the above rationale on the reappointment of auditors in companies that are spin-offs of a larger company. For such companies, we construe tenure to include the period for which the company was audited as a division of a larger company. The ratification is neither in line with nor in the spirit of Section 139 of the Companies Act

45 23 August 24 August 24 August Tvs Srichakra Limited Sundram Fasteners Details of Votes cast during the Financial Year (contd...) Revise the of Dr. Keshab Panda, CEO and MD, from 1 April 2016 for the remainder of the term Revise the of Amit Chadha, President - Sales and Business Development and Whole-Time Director, from 1 July 2016 for the remainder of the term Fix commission for non-executive directors at an amount not exceeding 1% of net profits for five years from 1 April 2018 Against/ For For The company has proposed to pay of Rs mn (USD 1.12 mn) per annum from 1 April 2016 and of Rs mn (USD 1.02 mn) per annum from 1 April. He will be paid retention pay of Rs. 13 mn per annum from 1 April 2016 which will cease from 1 April, being the first vesting year of the ESOPs granted to him under the Employee Stock Option Scheme He is based out of USA. The proposed is commensurate with the size and complexity of the business and in line with the peers. In FY17, the ratio of to median was 93x (excluding stock options). The company has not given a cap in absolute terms to the profit sharing incentive. For For The company has proposed to pay of Rs mn (USD 0.71 mn) per annum from 1 July 2016 and of Rs mn (USD 0.70 mn) per annum from 1 July. He will be paid retention pay of Rs. 3.9 mn from 1 July 2016 which will cease from 1 April, being the first vesting year of the ESOPs granted to him under the Employee Stock Option Scheme He is based out of USA. The proposed is commensurate with the size and complexity of the business and in line with the peers. In FY17, the ratio of to median was 55x (excluding stock options). For For 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. For For Since the financials are audited by the statutory auditors and no qualifications are raised by them. To receive, consider and adopt a. The audited standalone financial statements of the Company for the financial year ended 31st March,, the Reports of the Board of Directors and Auditors thereon; and b. The audited consolidated financial statements of the Company for the financial year ended 31st March, and Report of the Auditors thereon. To declare dividend on equity shares. For For Routine matter of business To appoint a Director in place of Mr. P Vijayaraghavan (holding DIN: ), who retires by rotation and, being eligible, offers himself for re-appointment. To appoint M/s. PKF Sridhar & Santhanam, (ICAI Registration No S / 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. Ratification of payable to Dr. I Ashok, Cost Auditor for the financial year -18. Appointment of Mr R Naresh (DIN ) as Managing Director designated as Executive Vice Chairman. Adoption of financial statements for the year ended 31 March Declare final dividend of Rs. 2.8/- per equity share (face value Re. 1.0) for FY17 Reappoint Ms. Arundhati Krishna (DIN: ) as an Executive Director Appoint BSR & Co. LLP as statutory auditors for a period of five years and fix their Approve of Rs. 0.4 mn for P Raju Iyer as cost auditors for FY18 N C C Adoption of financial statements for the year ended 31 March Approve dividend of Rs.0.4 per share of face value Rs.2.0 each For For He has attended ~83% of the Board meetings during FY His appointment is in line with statutory requirement. For For 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, For For The to be paid to the cost auditor is reasonable as compared to the size and scale of the company s operations For Against The payable is high as compared to the profits of the company For For As accounts are audited by independent statutory auditors. For For 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%. For For 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 For For BSR & Co. LLP s appointment is in line with the requirements of Section 139 of the Companies Act For For The total proposed is reasonable compared to the size and scale of the company s operations. For For Results audited by statutory auditors and no qualifications have been raised by them. For For The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs. 0.3 bn. The dividend payout ratio for FY17 was 11.9%. Reappoint J V Ranga Raju as a Director For Against J V Ranga Raju (DIN: ) 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. 45

46 24 August 27 August 28 August Bajaj Finance Sanofi India Jubilant Foodworks Details of Votes cast during the Financial Year (contd...) Against/ Reappoint N R Alluri as a Director For Against N R Alluri (DIN: ) is part of the promoter group and a nonexecutive 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. Appoint S R Batliboi & Associates LLP as statutory auditors for a period of five years and fix their Reappoint A A V Ranga Raju as MD for a period of five years w.e.f 1 April and fix his Reappoint A G K Raju as Executive Director for a period of five years w.e.f 1 April and fix his Reappoint J V Ranga Raju as Executive Director for a period of five years w.e.f 1 April and fix his Ratify 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 Increase loans to Shantha Biotechnics Private Limited, a fellow subsidiary, to Rs.4.45 bn from Rs bn a & b. Adoption of standalone and consolidated financial statements for the year ended 31 March To declare final dividend of Rs.2.5 per equity share (face value Rs.10.0) Reappoint Shyam S Bhartia as a Non-Executive, Non- Appoint Deloitte Haskins & Sells as statutory auditors for five years and fix their Appoint Mr. Berjis Minoo Desai (DIN ) as an for a period of five years from 29 May Appoint Shamit Bhartia (DIN ) as a Non- Executive, Non- Appoint Ms. Aashti Bhartia (DIN ) as a Non- Executive, Non- Appoint Pratik Rashmikant Pota (DIN ) as an Executive Director For For 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 For For 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. For For A G K Raju is part of the promoter group and the initial founding team of NCC. His proposed pay of Rs 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. For Against J V Ranga Raju is part of the promoter group and the initial founding team of NCC. His proposed pay of Rs 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. For For The to be paid to the cost auditor is reasonable compared to the size and scale of the company s operations. For For Assuming the issue is done at current market price of Rs 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 For Against In the in April 2016, 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 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. For For As accounts are audited by independent statutory auditors. For For The company has proposed a final dividend of Rs. 2.5 per equity share of face value Rs for the year ended 31 March. The total dividend outflow including dividend tax for FY17 is Rs. 0.2 bn. The dividend payout ratio is 29.5%. For For Shyam S. Bhartia is the promoter Chairperson. He retires by rotation and his reappointment is in line with statutory For For 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 For For Berjis Minoo Desai (DIN ) was appointed as an Additional Director from 29 May. He is the Former Senior Partner of J. Sagar Associates, a law firm. His appointment is in line in line with statutory For For Shamit Bhartia is the MD of Hindustan Media Ventures He is part of the promoter group. His appointment is in line with statutory For For Ms. Aashti Bhartia is an Executive Director of Ogaan India Pvt. She was appointed as an Additional Director from 29 May. She is part of the promoter group. Her appointment is in line with statutory For For Pratik Rashmikant Pota was appointed as CEO and Wholetime Director of the Company with effect from 1 April. He is the former COO, Foods & Beverages (Company Owned), PepsiCo. India His appointment is in line with statutory 46

47 28 August 28 August 29 August Details of Votes cast during the Financial Year (contd...) Appoint Pratik Rashmikant Pota as Whole-Time Director and CEO for five years from 1 April and fix his K P R Mill Adoption of financial statements for the year ended 31 March Approve final dividend of Rs.0.75 per equity share of face value of Rs.5 each L & T Finance Holdings Reappoint CR Anandakrishnan as Director, liable to retire by rotation Appoint BSR & Co as statutory auditors for a year and fix their Approve of Rs.50,000 payable to B Venkateswar, cost auditors for FY18 Adoption of standalone & consolidated financial statements for the year ended 31 March 47 Against/ For For Pratik Rashmikant Pota was appointed as CEO and Wholetime Director of the Company with effect from 1 April. He is a professional with over twenty-four years of diverse experience in the FMCG and telecom industries. The fixed component of his is capped at Rs 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 at Rs mn, which is commensurate with the size and complexities of his responsibilities. For For As Financials are audited by statutory auditors. For For The total dividend (including dividend tax) is Rs mn. The dividend payout ratio is 2.8% v/s 28.2% in FY16. In addition, the company also spent Rs 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. For For Member has attended more than 50% board meetings in past three years. His appointment is in line with statutory For Against 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. For For The total proposed to be paid to the cost auditors is reasonable compared to the size and scale of operations. For For Matter is of routine nature. As accounts are audited by the external statutory auditors and no qualifications are raised by them. Declare dividend of Rs. 0.8 per share (FV Rs.10) For For 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: ), Director as director liable to retire by rotation Ratify appointment of B. K. Khare & Co. and Deloitte Haskins & Sells LLP as joint statutory auditors Appoint Nishi Vasudeva (DIN: ) as for five years upto 14 June 2022 Appoint Vaishali Kasture (DIN: ), as for five years upto 14 June 2022 Appoint Pavninder Singh (DIN: ) of Bain Capital as Nominee Director, not liable to retire by rotation 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 Future Retail Ltd Adoption of standalone and consolidated financial statements for the year ended 31 March Reappoint Kishore Biyani (DIN: ) as an Executive Director Ratify NGS & Co. LLP s appointment as statutory auditors and fix For For 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. For For 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 of The ratification of the joint auditor appointment is in line with the provisions of Section 139 of Companies Act For For Nishi Vasudeva was the CMD of Hindustan Petroleum Corporation from March 2014 till March 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 For For 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. Her appointment is in line with all statutory For For 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 His appointment is in line with all statutory For For The NCDs issued will be within the overall borrowing limit of the company. For For 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. For For As accounts are audited by independent statutory auditors. For For Kishore Biyani is the Chairman and Managing Director. He is liable to retire by rotation and his reappointment is in line with all statutory For Against 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.

48 29 August 29 August Indian Oil Corpn. Minda Industries Details of Votes cast during the Financial Year (contd...) Appoint Ms. Sridevi Badiga (DIN: ) as an for five years from 20 April FOR Revise the of Kishore Biyani, Managing Director, from 1 April to 31 March 2018 Revise the of Rakesh Biyani, Joint Managing Director, from 1 April to 31 March 2018 To increase the investment limit for Registered Foreign Portfolio Investors (RFPIs) and Foreign Institutional Investors (FIIs) upto 49% of the paid-up capital Approve related party transactions of up to Rs.54.5 bn with Future Enterprises Limited Adoption of standalone and consolidated financial statements for the year ended 31 March Confirm interim dividend of Rs.18 per equity share and declare final dividend of Re.1 per equity share of Rs.10 each Reappoint Verghese Cherian as Director, liable to retire by rotation Reappoint Anish Aggarwal as Director, liable to retire by rotation Appoint Dr. SSV Ramakumar as Director (Research & Development) beginning 1 February and fix his Approve of Rs.1.85 mn payable to cost auditors for FY18 Against/ For 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 For For The maximum proposed of Rs 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 payout. We do not encourage frequent revisions in : Kishore Biyani was appointed in May Further, he is also an Executive Director on the board of Future Lifestyle Fashions Limited and draws from it (proposed of Rs 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 are not complete. For For The maximum proposed of Rs 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 payout. We do not encourage frequent revisions in : Rakesh Biyani was appointed in May Disclosures on past are not complete. For For 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. For For The transactions with Future Enterprises Limited (up to Rs 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. For For As there is no qualification from Auditors. For For 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. For For Verghese Cherian (DIN: ) is Wholetime Director (Human Resources). His reappointment is in line with all statutory For For Anish Aggarwal (DIN: ) is Wholetime Director (Pipelines). His reappointment is in line with all statutory For For 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 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 to its shareholders through the notice. For For 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 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 For For 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. Adoption of financial statements for the year ended 31 March Declare dividend on 3.5 mn, 3% cumulative preference shares (face value Rs. 10.0) for FY17 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 Reappoint Nirmal Minda (DIN: ) as an Executive Director For For As Results are audited by statutory auditors and no qualifications have been raised by them. For For 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. For For 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 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. For For Nirmal Minda, 60, is the promoter of MIL. He has been on the board for the past 25 years. His reappointment meets all statutory 48

49 31 August 31 August Pidilite Industries Details of Votes cast during the Financial Year (contd...) Ratify reappointment of BSR & Co. LLP as statutory auditors for FY18 and fix their Approve of Rs. 0.3 mn for Jitender Navneet & Co. as cost auditors for FY18 To increase the intercorporate transactions limit to Rs bn To charge fees from shareholders in advance for the dispatch of documents in the mode requested by them Adoption of financial statements for the year ended 31 March Approve final dividend of Rs.4.75 per share of face value Re.1.0 each Against/ For For The ratification of BSR & Co. LLP s reappointment is in line with the requirements of Section 139 of the Companies Act For For The total proposed is reasonable compared to the size and scale of the company s operations. For For The company s inter-corporate transactions as on 31 March 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. For Against 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. For For Financials are audited by statutory auditors and no qualifications are raised by them. For For The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs. 2.9 bn. The dividend payout ratio for FY17 was 37.9%. Reappoint N K Parekh as a Director For For N K Parekh (DIN: ) is part of the promoter group and the non-executive Vice Chairperson. His reappointment is in line with the statutory Reappoint A N Parekh as a Director For For A N Parekh (DIN: ) is part of the promoter group and an Executive Director. His reappointment is in line with the statutory Ratify appointment of Deloitte Haskins & Sells as statutory auditors for FY18 Ratify of Rs mn to be paid to V J Talati & Co as cost auditors for FY18 Amend Articles of Association (AoA) to align with Companies Act 2013 Kiocl Limited Adoption of standalone financial statements for the year ended 31 March Declare final dividend of Rs.0.26 per equity share and confirm interim dividend of Rs per share (face value of Rs.10.0 per share) For For Deloitte Haskins & Sells were appointed as the statutory auditors in FY13. The ratification of their appointment is in line with the statutory For For The to be paid to the cost auditor is reasonable compared to the size and scale of the company s operations. For For With the coming into force of the Companies Act, 2013, several provisions of the existing Articles of Association (AoA) of the company require alteration or deletion. Accordingly, the company has proposed to amend its existing AoA. For For Financials are audited by statutory auditors and no qualifications are raised by them. For For The company proposes to pay a final dividend of Rs per equity share carrying a face value of Rs each. This is in addition to the interim dividend of Rs per share paid during the year. The aggregate dividend per share is Rs The total dividend (including dividend tax) amounts to Rs mn. For FY17 the dividend payout ratio is 59%. Reappoint MV Subba Rao as an Executive Director For For MV Subba Rao is Chairperson and MD. He retires by rotation and his reappointment is in line with all statutory Reappoint N Vidyananda as an Executive Director For For N Vidyananda is Director Production & Projects. He retires by rotation and his reappointment is in line with all statutory Fix of auditors to be appointed by the Comptroller and Auditor General of India for FY18 Appoint S.K. Gorai (DIN: ) as Director Finance for a period of five years from 11 November 2016 and fix his Appoint Saraswati Prasad (DIN: ) as Non- Executive, Non- For For Anand & Ponnappan were paid Rs 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 of statutory auditors at appropriate level. The total audit fees of Rs 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. For For S. K. Gorai was appointed as an Additional Director from 11 November 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 to its shareholders through the notice. For For Saraswati Prasad was appointed as an Additional Director from 8 February. 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 His terms of appointment are not disclosed: notwithstanding, he is liable to retire by rotation. 49

50 01 Century September Plyboards (India) 01 Reliance September Industries Details of Votes cast during the Financial Year (contd...) Appoint Dr. Deepika Sharma (DIN: ) as an for a period of three years from 10 February Ratify 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 Adoption of standalone and consolidated financial statements for the year ended 31 March Declare dividend of Re.1 per equity share of face value of Re.1 each Reappoint Hari Prasad Agarwal as Director, liable to retire by rotation Reappoint Prem Kumar Bhajanka as Director, liable to retire by rotation Ratify Singhi & Co as statutory auditors and fix their for FY18 Appoint Vijay Chhibber as for three years beginning 1 February Appoint Debanjan Mandal as for three years beginning 1 August Appoint Sunil Mitra as for three years beginning 3 August Appoint Ms. Nikita Bansal as Director, liable to retire by rotation Appoint Ms. Nikita Bansal as Wholetime Director for five years beginning 1 February and fix her Reappoint Hari Prasad Agarwal as Vice Chairperson for five years beginning 1 June and fix his Approve increase in authorized share capital to Rs bn and consequently alter the capital clause of the Memorandum of Association (MOA) Issue one equity share of Rs.10 each as bonus for each equity share held in the company Approve Reliance Industries Limited Employees Stock Scheme (ESOS ) under which 63.3 mn stock options will be issued Approve grant of stock options to the employees of subsidiaries of the company under Reliance Industries Limited Employees Stock Scheme (ESOS ) 04 D B Corp Adoption of standalone and consolidated financial September statements for the year ended 31 March Reappoint Girish Agarwal as a Non-Executive, Non- 05 September Maruti Suzuki India Appoint Price Waterhouse Chartered Accountants LLP and Gupta Mittal & Co as Joint statutory auditors for five years and fix their Ratify 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 Adoption of financial statements for the year ended 31 March 50 Against/ For For Dr. Deepika Sharma was appointed as an Additional Director from 10 February. She is a doctor and her appointment is in line with all statutory For For The total proposed to be paid to the cost auditors in FY18 is reasonable compared to the size and scale of the company s operations. For For Financials are audited by statutory auditors and no qualifications are raised by them. For For The total outflow on account of dividend is Rs mn, same as previous year. The dividend payout is 14.4% v/s 15.7% in the previous year. For For Hari Prasad Agarwal (DIN: ) belongs to the promoter family and is the Vice Chairperson. His reappointment is in line with all statutory For For Prem Kumar Bhajanka (DIN: ) is designated Managing Directors: the company has four Managing Directors on the board. His reappointment is in line with all statutory For For Singhi & Co were appointed as statutory auditors for five years at the The ratification is in line with all statutory For For Vijay Chhibber (DIN: ) is a former IAS officer. His appointment is in line with all statutory For For Debanjan Mandal (DIN: ) is partner at Fox and Mandal, law firm. His appointment is in line with all statutory For For Sunil Mitra (DIN: ) is a former IAS officer. His appointment is in line with all statutory For Against Ms. Nikita Bansal (DIN: ) is 27 years old and lacks the requisite experience to be a board member. For Against Ms. Nikita Bansal s proposed is estimated at Rs. 3.6 mn. She is 27 years old and lacks the requisite experience to be a board member. For For Hari Prasad Agarwal s proposed is estimated at Rs. 7.2 mn. This is in line with peers and commensurate with the performance of the company. For For 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. For For The bonus issue will increase the liquidity of the equity shares with higher floating stock and make the equity shares more affordable. For For The company has not specified an exercise price for the options and has left it to the discretion of the board. Assuming all the options are granted at face value of Rs per share, the cost per year will aggregate to Rs 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. For For Through a separate resolution, the company is seeking approval to grant options to the employees of its subsidiaries. For For As accounts are audited by independent statutory auditor and no qualifications are raised by them. For For 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 For Against 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. For For The board has approved the appointment of K. G. Goyal & Associates as cost auditors for FY17 and FY18 on a total of Rs. 25,000 plus applicable service tax and out of pocket expenses for the Radio Business. The total proposed to be paid to the cost auditors in FY18 is reasonable compared to the size and scale of the company s operations. For For As accounts are audited by independent statutory auditor.

51 06 P I Industries September Details of Votes cast during the Financial Year (contd...) Declare final dividend of Rs per equity share (face value Rs. 5.0) for FY17 Reappoint Toshihiro Suzuki (DIN: ) as a Non-Executive Non- Reappoint Shigetoshi Torii (DIN: ) as an Executive Director Ratify appointment of Deloitte Haskins & Sells LLP as statutory auditors for FY18 and fix their Reappoint Shigetoshi Torii (DIN: ) as Director (Production) for three years, w.e.f. 31 July Appoint Ms. Renu Sud Karnad (DIN: ) as an for five years, w.e.f. 27 July Approve of Rs 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 Adopt the standalone and consolidated financial statements for the year ended 31 March 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) Reappoint Rajnish Sarna (DIN ) as a director liable to retire by rotation Appoint Price Waterhouse, LLP as statutory auditors for five years Fix to cost auditors, K. G. Goyal & Co., at Rs.275,000 for FY18 Appoint Arvind Singhal (DIN: ) as director liable to retire by rotation Appoint T.S. Balganesh (DIN: ), as for three years effective the date of the Reappoint Mayank Singhal (DIN: ) as Managing Director & CEO for five years from 1 October and to fix his Reappoint Rajnish Sarna (DIN: ) as Wholetime Director for five years from 7 November and to fix his Against/ For For The dividend in FY17 has increased to Rs from Rs in FY16. The total dividend outflow (including dividend tax for FY17) is Rs 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. For For Toshihiro Suzuki, 59, represents the promoter group on the board. His reappointment meets all statutory For For 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 For For The ratification of Deloitte Haskins & Sells LLP s appointment is in line with the requirements of Section 139 of the Companies Act For For Shigetoshi Torii, 58, joined MSIL in He was appointed as Director (Production) in FY14 for three years. MSIL proposes to extend his tenure by another three years. His proposed is likely to range between Rs mn and Rs mn, which is commensurate with the size and complexity of the business, and comparable to peers. For For 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 For the past seven years. She is also on the board of HDFC, ABB India, HDFC Bank And Gruh Finance For For The total proposed is reasonable compared to the size and scale of the company s operations. For For The revised AoA and MoA are being adopted to comply with the provisions of Companies Act, For For Statuary auditors have checked books of account. For For 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. For For Rajnish Sarna, 48 is Whole-time Director of the company. He retires by rotation and his reappointment is in line with all statutory For For 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 For For Remuneration of Rs. 275,000 to be paid to the cost auditors in FY18 is reasonable compared to the size and scale of operations. For For Arvind Singhal is brother of promoter Salil Singhal. He is currently the MD of Wolkem India He was the Joint MD of PI Industries from December 1979 till December 2001 and a non-executive director till December His appointment is in line with all statutory For For 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. Currently, he is President and Director on the board of GangaGen Biotechnologies Pvt. Ltd, Bangalore. His appointment is in line with all statutory For For Mayank Singhal was paid a of Rs 87.9 mn in FY17, up 30% from his in FY16. As per our estimates his proposed for FY18 will be around 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 structure. However, the current 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. For For Rajnish Sarna was paid a of Rs 54.3 mn in FY17, up 33% from his in FY16. As per our estimates his proposed 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. 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 51

52 06 Avenue September Supermarts Ltd 07 J K Lakshmi September Cement Details of Votes cast during the Financial Year (contd...) Reappoint Narayan K. Seshadri (DIN ) as for five years from date of the Reappoint Pravin K. Laheri (DIN ) as for five years from date of the Reappoint Ms. Ramni Nirula (DIN: ) as for five years from date of the To charge fees from shareholders in advance for the dispatch of documents in the mode requested by them Adoption of standalone and consolidated financial statements for the year ended 31 March Reappoint Elvin Machado as Director, liable to retire by rotation Appoint SRBC & Co as statutory auditors for five years and fix their Pay upto 1% of net profit as commission to Non- Executive Directors for five years beginning FY18 Issue Non-Convertible Debentures upto Rs.10 bn on private placement basis Adoption of financial statements for the year ended 31 March Declare final dividend of Re per equity share (face value Rs. 5.0) Against/ provide a cap (in absolute amounts) on the variable (long-term and short-term) components of the structure. However, the current 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. For Against 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. For For 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 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. For For 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 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. For Against 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. For For As accounts are audited by independent statutory auditor. For For Elvin Machado (DIN: ) is the Wholetime Director. His reappointment is in line with all statutory For For SRBC & Co will replace Dalal & Shah as statutory auditors. Their appointment is in line with all statutory For For 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. For For The proposed issuance will be carved out of the borrowing limit, which was approved in August The company s borrowing limit is Rs. 15 bn, or, the aggregate of paid up share capital plus free reserves, whichever higher. For For Financials are audited by statutory auditors and no qualifications are raised by them. For For The total dividend outflow including dividend tax for FY17 is Rs. 0.1 bn. The dividend payout ratio is 13.0%. Reappoint Ms. Vinita Singhania as Director For For 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 Appoint SS Kothari Mehta & Co as statutory auditors for three years and fix their Approve of Rs. 125,000 for R J Goel & Co as cost auditors for FY18 For Against 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. For For The to be paid to the cost auditor is reasonable compared to the size and scale of the company s operations. Issue securities up to Rs. 5.0 bn For For Assuming the issue price is the current market price (Rs as on 14 August ), 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. We also expect promoters to be diluted by an equitable amount. 52

53 07 Capital First September 08 Yes Bank September 09 Siyaram Silk September Mills Details of Votes cast during the Financial Year (contd...) 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 Reappoint Dr. (Mrs) Brinda Jagirdar (DIN: ) as an for five years, w.e.f. 24 September Sub-division of one equity share of FV Rs 10.0 each into five equity shares of Rs 2.0 each Alteration of Capital Clause of Memorandum of Association following the sub-division of equity shares Adoption of financial statements for the year ended 31 March Approve dividend of Rs.15 per equity share of face value of Rs.10 each Reappoint Ms. Ashadevi R. Poddar as Director, liable to retire by rotation Appoint Songira & Associates as statutory auditors for five years and fix their Approve 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 and fix his Reappoint Gaurav P Poddar as President and Wholetime Director for five years beginning 1 August and fix his Appoint Ramesh D. Poddar as Chairperson and Managing Director for five years beginning 1 November Reappoint Shrikishan D. Poddar as Wholetime Director for five years beginning 1 November and fix his Pay upto 1% of net profit as commission to Non- Executive directors for five years beginning 1 April 2018 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 53 Against/ For For In May, 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. For For 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 on 24 September 2014 for three years. Capital First proposes to reappoint her for another term of five years. Her reappointment meets all statutory For For 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 per share to two shares of face value of Rs. 2.0 per share. For For 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. For For As accounts are audited by independent statutory auditor and no qualifications have been raised by them. For For The outflow on account of dividend (including dividend tax) is Rs mn. The dividend payout is 18.6% v/s 14.8% in FY16. For For Ms. Ashadevi R. Poddar (DIN ) belongs to the promoter family and is the Wholetime Director of the company. Her reappointment is in line with all statutory For For Songira & Associates will replace Jayantilal Thakkar & Co. As statutory auditors. Their appointment is in line with all statutory 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. For For The total proposed to be paid to the cost auditors is reasonable compared to the size and scale of operations. For For Ashok M. Jalan is a professional. His proposed 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. For Against Gaurav P Poddar s proposed is estimated at Rs mn, including salary, perquisites and commission. This is higher than peers in industry. We further note that his FY17 is 341 times the median employee and the aggregate of promoter family is Rs 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. For Against Ramesh D. Poddar s proposed is estimated at Rs mn, including salary, perquisites and commission. This is higher than peers in industry. We further note that his FY17 is 439 times the median employee and the aggregate of promoter family is Rs 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. For Against Shrikishan D. Poddar s proposed is estimated at Rs mn, including salary, perquisites and commission. This is higher than peers in industry. We further note that his FY17 is 387 times the median employee and the aggregate of promoter family is Rs 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. For For 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. For Against 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. For For 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.

54 12 Bharat September Petroleum Corpn. 12 Techno Electric September & Engg. Co. Details of Votes cast during the Financial Year (contd...) 54 Against/ Modify clause V of Memorandum of Association For For Sub-division in face value will require alteration to clause V of Memorandum of Association. Modify article 4 of the Articles of Association For For Sub-division in face value will require alteration to article 4 of Articles of Association. Adoption of standalone and consolidated financial For For As there is no qualification from Auditors. statements for the year ended 31 March Confirm interim dividend of Rs per equity share and declare final dividend of Re.1 per equity share of Rs.10 each Reappoint Ramesh Srinivasan as Director, liable to retire by rotation Fix of joint statutory auditors to be appointed by the Comptroller and Auditor General of India for FY18 Appoint Rajkumar Duraiswamy as Chairperson and Managing Director beginning 1 October 2016 and fix his Appoint Vishal V Sharma as for three years beginning 9 February Appoint Paul Antony as nominee director of Government of India with effect from 19 April, liable to retire by rotation Appoint Sivakumar Krishnamurthy as Wholetime Director (Finance) beginning 1 May and fix his Private placement of non-convertible debentures and/ or other debt securities Ratify related party transaction with Bharat Oman Refineries Limited for FY17 and approve transactions for FY18 Ratify payment of Rs.320,000 as to cost auditors, ABK & Associates and Bandyopadhyaya Bhaumik & Co, for FY18 Adoption of standalone and consolidated financial statements for the year ended 31 March Reappoint Ankit Saraiya as Director, liable to retire by rotation Appoint Singhi & Co as statutory auditors for five years and fix their Appoint Dr. Rajendra Prasad Singh as Independent Director for five years beginning 5 August 2016 For For The total outflow on account of dividend is Rs bn. The dividend payout is 69.5% v/s 37.3% in the previous year. For For Ramesh Srinivasan (DIN: ) is Wholetime Director (Marketing). His reappointment is in line with all statutory For For 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 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. For For Rajkumar Duraiswamy is holds a Post Graduate Diploma in 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 to its shareholders through the notice. For For Vishal V Sharma (DIN: ) is partner at Vishabh Business Services. His appointment is in line with all statutory For For Paul Antony (DIN: ) is Additional Chief Secretary, Government of Kerala. His appointment is in line with all statutory For For 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. 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 to its shareholders through the notice. For For 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. For For 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 bn in FY17. The company also expects similar transactions in FY18 aggregating to Rs bn. The FY17 ratification and proposed transactions for FY18 are in the ordinary course and at arm s length. For For The company has appointed ABK & Associates and Bandyopadhyaya Bhaumik & Co as cost auditors for FY18. The total proposed to be paid to the cost auditors is reasonable compared to the size and scale of operations. For For As financials are audited by statutory auditors and no qualifications are raised by them. For For Ankit Saraiya (DIN: ) belongs to the promoter family. His reappointment is in line with all statutory For For Singhi & Co will replace SS Kothari & Co as statutory auditors. Their appointment is in line with all statutory For For Dr. Rajendra Prasad Singh (DIN: ) is the former Chairperson and Managing Director of Power Grid Corporation of India. His appointment is in line with all statutory 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.

55 13 Force Motors September Details of Votes cast during the Financial Year (contd...) Adoption of standalone and consolidated financial statements for the period ended 31 March Declare dividend of Rs per equity share as final dividend (face value Rs. 10.0) Reappoint Prashant Inamdar (DIN ) as director liable to retire by rotation Appoint Kirtane & Pandit LLP as statutory auditors for five years with a ratification each year at a of Rs 2.0 mn p.a. Appoint Yeshwant Deosthalee (DIN ) as for five years from 13 September Reappoint Pratap Pawar (DIN ) as for five years from 13 September Reappoint S. Padmanabhan (DIN ) as for five years from 13 September Reappoint Nitin Desai (DIN ) as Independent Director for five years from 13 September Reappoint Dr. Indira Parikh (DIN ) as for five years from 13 September Reappoint Arun Sheth (DIN ) as Independent Director for five years from 13 September Approve proposal to contribute sum up to Rs. 250 mn to bonafide charitable and other funds Approve of Rs mn for cost auditor Joshi Apte & Associates in FY18 Accepts deposits from the members of the company and public Against/ For For As accounts are audited by independent statutory auditor and no qualifications have been raised by them. For For The company has proposed a final dividend of Rs per equity share (unchanged from that paid in FY16) of face value Rs for the year ended 31 March. The total dividend outflow including dividend tax for FY17 is Rs mn. The dividend payout ratio is low at 8.8%. For For 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 He has attended 83% or 5/6 board meetings in FY17. For For 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 For For 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 For Against Pratap Pawar is the Chairman of Sakal Papers Pvt. (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 nonindependent director. For Against 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. For For 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 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. For For Dr. Indira Parikh was faculty at IIM Ahmedabad for over 30 years and Dean from 2002 till She has also taught at INSEAD, Fontainebleu and Texas A&M University. She has attended 83% or 5/6 board meetings in FY17. For Against 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 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 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. For Against The average net profits of the company of the last three financial years is Rs mn and the company is required to spend only Rs 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. For For The board has approved the appointment of Joshi Apte & Associates as cost auditors for FY18 for a total of Rs mn (excluding reimbursement of travelling and out-of-pocket expenses). The is reasonable. For For 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 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. 55

56 14 September 15 Petronet L N September G Details of Votes cast during the Financial Year (contd...) Asian Paints NCM Approve amalgamation of Asian Paints (International) Limited (APIL), a wholly owned subsidiary, with Asian Paints Limited Adoption of financial statements for the year ended 31 March Declare final dividend of Rs.5 per equity share of Rs.10 each Reappoint KD Tripathi as Non-Executive Non- Reappoint Subir Purkayastha as Non-Executive Non- Reappoint DK Sarraf as Non-Executive Non- Reappoint TR Chadha & Co LLP as statutory auditor for five years and fix their for FY18 Appoint GK Satish as Non-Executive Non-Independent Director Appoint Dr. T Natarajan as Non-Executive Non- Appoint D Rajkumar as Non-Executive Non- Approve of Rs.99,990 payable to KL Jaisingh & Co, cost accountants for FY18 Against/ For For 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. For For As there is no qualification from Auditors. For For 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 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. For For KD Tripathi (DIN: ), 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 For For Subir Purkayastha (DIN ) is the Wholetime Director (Finance) of GAIL and its nominee director. His reappointment is in line with all statutory For For DK Sarraf (DIN ) is the Chairperson and Managing Director of ONGC and its nominee director. His reappointment is in line with all statutory For For 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 of Rs mn for FY18 excluding out of pocket expenses and applicable taxes. Their reappointment is in line with all statutory For For GK Satish (DIN ) is Wholetime Director (Planning & Business Development) of IOCL and its nominee director. His appointment is in line with all statutory For For Dr. T Natarajan (DIN ), 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 We expect directors to take their responsibilities seriously and attend all board meetings. For For D Rajkumar (DIN ) is the Chairperson and Managing Director of BPCL and its nominee director. His appointment is in line with all statutory For For The proposed of the cost auditors is reasonable compared to the size and scale of operations. Approve related party transactions for FY18 For For 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 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 and fix his Reappoint Rajender Singh as Wholetime Director (Technical) from 14 November until 19 July 2019 and fix his Increase FII investment limit from 30% to 40% of the paid-up equity share capital For For Subhash Kumar is a Cost Accountant and Company Secretary. He was appointed as Wholetime Director (Finance) for five years on 5 August. His proposed is not disclosed: but, 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 to its shareholders through the notice. For For Rajender Singh has experience in handling oil & gas projects from conceptualization to commissioning stage. He was reappointed on 14 November until he superannuates on 19 July He was paid Rs. 8.5 mn for in FY17. His proposed is not disclosed: but, 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 to its shareholders through the notice. For For This is an enabling provision, which will enable FIIs to further invest in the company. 56

57 15 September 15 September Hindustan Petroleum Corpn. Gulf Oil Lubricants India 16 Texmaco Rail & September Engg. Details of Votes cast during the Financial Year (contd...) Adoption of financial statements for the year ended 31 March Confirm interim dividend of Rs per equity share and declare final dividend of Rs.1.10 per equity share of Rs.10 each Reappoint Sandeep Poundrik as Non-Executive Non- Reappoint J Ramaswamy as Director, liable to retire by rotation Appoint S Jeyakrishnan as Wholetime Director (Marketing) for five years beginning 1 November 2016 and fix his Appoint Vinod S Shenoy as Wholetime Director (Refineries) for five years beginning 1 November 2016 and fix his Appoint Ms. Asifa Khan as for three years beginning 13 February Appoint GV Krishna as for three years beginning 13 February Appoint Dr. Trilok Nath Singh as for three years beginning 20 March Approve payment of Rs.295,000 as to cost auditors, ABK & Associates and Dhananjay V Joshi & Associates, for FY18 Approve related party transactions with HPCL Mittal Energy Limited aggregating to Rs bn in FY18 and Rs bn in FY19 Private placement of non-convertible debentures/ bonds aggregating to Rs.60 bn Adoption of financial statements for the year ended 31 March Declare dividend of Rs.5 per equity share of face value of Rs.2 each Reappoint Sanjay G Hinduja as Non-Executive Non-, liable to retire by rotation Ratify Price Waterhouse as statutory auditors and fix their for FY18 Reappoint Ravi Chawla as the Managing Director for three years beginning 6 June and fix his Approve of Rs.275,000 payable to Dhananjay V Joshi & Associates, cost auditors for FY18 Adoption of financial statements for the year ended 31 March Approve final dividend of Rs.0.25 per share of face value Re.1.0 each Against/ For For As there is no qualification from Auditors. For For The total outflow on account of dividend is Rs bn. The dividend payout is 59.1% v/s 37.8% in the previous year. For For Sandeep Poundrik (DIN: ) is Joint Secretary (Refineries) of the Ministry of Petroleum & Natural Gas. His reappointment is in line with all statutory For For J Ramaswamy (DIN: ) is the Wholetime Director (Finance). His reappointment is in line with all statutory For For S Jeyakrishnan is associated with the company since 1981 and has experience in marketing. S Jeyakrishnan was appointed on the board on 1 November 2016 and was paid Rs. 1.7 mn for his five months of service in FY17. His proposed is not disclosed: in public sector enterprises is usually not high. As a good practice, we expect PSE s to disclose the proposed to its shareholders through the notice. For For Vinod S Shenoy is a Bachelor in Chemical Engineering from IIT Bombay. He is associated with the company since 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 is not disclosed: in public sector enterprises is usually not high. As a good practice, we expect PSE s to disclose the proposed to its shareholders through the notice. For For Ms. Asifa Khan has experience in print and electronic media journalism, representation and analysis. Her appointment is in line with all statutory For For GV Krishna is a Chartered Accountant. His appointment is in line with all statutory For For Dr. Trilok Nath Singh is Chair Professor at IIT, Mumbai. His appointment is in line with all statutory For For The company has appointed ABK & Associates and Dhananjay V Joshi & Associates as cost auditors for FY18. The total proposed to be paid to the cost auditors is reasonable compared to the size and scale of operations. For For HMEL is a joint venture of HPCL (48.9%) and Mittal Energy Investments Pte. Ltd (MEI), Singapore (51.1%). The company proposes purchase and sale of petroleum products, employee deputation, infrastructure charges etc. From HMEL during FY18 and FY19. The value of these transactions is likely to be Rs bn and Rs bn in FY18 and FY19 respectively. The transactions are in the ordinary course of business and at arm s length. For For The proposed issuance will be carved out of the company s borrowing limit of Rs. 300 bn approved by shareholders in August For For As financials are audited by statutory auditors and no qualifications are raised by them. For For 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 mn, an increase from Rs mn in FY16. The dividend payout is 41.9% v/s 41.6% in the previous year. For For Sanjay G. Hinduja (DIN: ) belongs to the promoter family and is the Chairperson of the board. His reappointment is in line with all statutory For For Price Waterhouse was appointed as statutory auditors for five years in Their ratification is in line with all statutory For For Ravi Chawla is a professional. His proposed is estimated at Rs. 31 mn. This is commensurate with performance of the company and comparable to peers. For For The total proposed to be paid to the cost auditors is reasonable compared to the size and scale of operations. For For As there is no qualification from Auditors. For For The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs bn. The dividend payout ratio for FY17 was 18.8%. Reappoint Ashok Kumar Vijay as a Director For For Ashok Kumar Vijay (DIN: ) is the CFO of the company. He retires by rotation and his reappointment is in line with the statutory Appoint L. B. Jha & Co as statutory auditors for a period of five years and fix their For For L. B. Jha & Co are replacing K. N. Gutgutia & Co as the statutory auditors. Their appointment is in line with the statutory 57

58 18 Whirlpool Of September India Details of Votes cast during the Financial Year (contd...) Appoint S. S. Kothari & Co as branch auditors for the Rail EPC business unit Approve of Rs 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 Reappoint Ashok Kumar Vijay as Executive Director for a period of five years w.e.f 1 January 2018 and fix his Approve excess paid to the Executive Chairperson, Saroj Poddar, over and above the prescribed limits Adoption of standalone and consolidated financial statements for the year ended 31 March To declare final dividend of Rs.3.0 per share of face value Rs.10.0 Reappoint Anil Berera (DIN: ) as an Executive Director Appoint MZSK & Associates as statutory auditors for a period of five years and fix their Approve of Rs.0.35 mn for R J Goel & Co as cost auditors for the financial year ending 31 March Bharti Airtel NCM Approve merger of Telenor (India) Communications September Private Limited with Bharti Airtel Limited 19 September Power Grid Corpn. Of India Adoption of standalone and consolidated financial statements for the year ended 31 March Confirm interim dividend of Re.1 per equity share and declare final dividend of Rs.3.35 per equity share of Rs.10 each Reappoint Ravi P Singh as Director, liable to retire by rotation Fix of statutory auditors to be appointed by the Comptroller and Auditor General of India for FY18 Appoint K Sreekant as Wholetime Director (Finance) for five years beginning 16 August 2016 and fix his Appoint Prabhakar Singh as Wholetime Director (Projects) for five years beginning 8 February and fix his 58 Against/ For For The appointment is in line with the statutory For For The to be paid to the cost auditor is reasonable compared to the size and scale of the company s operations. For For Ms. Mridula Jhunjhunwala (DIN: ) is a chartered accountant and a partner of Doshi, Chatterjee, Bagri & Co LLP. Her reappointment is in line with the statutory For For The estimated pay of Rs. 6.6 mn is in line with peers and commensurate with the size and scale of operations. For For In FY17, Saroj Poddar was paid a total of Rs 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 (Rs. 15 mn) paid to him in FY17. At an absolute level, his of Rs 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. For For As accounts are audited by independent statutory auditors. For For The total dividend outflow including dividend tax for FY17 is Rs. 0.5 bn. The dividend payout ratio is 14.8%. For For Anil Berera is Chief Financial Officer. He is liable to retire by rotation and his reappointment is in line with all statutory For For MZSK & Associates appointment is in line with the requirements of Section 139 of the Companies Act For For The total proposed is reasonable compared to the size and scale of the company s operations. For For 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 mn subscribers of Bharti Airtel. Given the scale of Bharti Airtel, the debt levels will increase only marginally. For For As there is no qualification from Auditors. For For The total outflow on account of dividend is Rs bn. The dividend payout ratio is 36.4% v/s 24.1% in the previous year. For For Ravi P Singh (DIN: ) is the Wholetime Director (Personnel). His reappointment is in line with all statutory For For The Comptroller & Auditor General of India (C&AG) has appointed SK Mittal & Co, RG. N. Price & Co, Kothari & Co and Parakh & Co. As statutory auditors for FY18. As per Section 142 of the Companies Act, 2013, shareholder approval is required to authorize the board to fix the 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. For For K Sreekant has over three decades of experience in the power sector in fields including accounting, long term financial planning, investment appraisals, formulation of capital budgets, resource mobilization and corporate accounts. He was appointed on the board on 16 August 2016 and was paid Rs. 1.9 mn for his six months of service in FY17. His proposed is not disclosed: 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 to its shareholders through the notice. For For Prabhakar Singh has experience of over 38 years in companies including MPSEB, NTPC, Power Grid and Jaypee Powergrid Ltd (a joint venture of JP Power Ventures Limited and POWERGRID) as Director Projects. He was appointed on the board on 8 February and was paid Rs. 1.1 mn for his two months of service in FY17. His proposed is not disclosed: 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

59 19 Engineers India September 20 Dalmia Bharat September Details of Votes cast during the Financial Year (contd...) Appoint Tse Ten Dorji as for three years beginning 16 February Appoint Ms. Jyotika Kalra as beginning 16 February to 6 April Approve payment of Rs.250,000 as payable to Chandra Wadhwa & Co, cost auditors for FY18 Increase borrowing limit from Rs.1,500 bn to Rs.1,800 bn and provide charge on assets Private placement of non-convertible debentures/ bonds/other securities aggregating to Rs.200 bn Alteration to objects clause of the Memorandum of Association in order to bring it in line with the Companies Act 2013 Alteration to Articles of Association in order to bring it in line with the Companies Act 2013 Adoption of standalone and consolidated financial statements for the year ended 31 March 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 Reappoint Ajay Narayan Deshpande as Director, liable to retire by rotation Fix of statutory auditors to be appointed by the Comptroller and Auditor General of India for FY18 Appoint Vipin Chander Bhandari as Wholetime Director (Human Resources) for five years beginning 26 August 2016 and fix his Appoint Rakesh Kumar Sabharwal as Wholetime Director (Commercial) for five years beginning 27 September 2016 and fix his Appoint Ms. Shazia Ilmi Malik as beginning 27 March until 30 January 2020 Appoint Jagdish Chander Nakra as Wholetime Director (Projects) for five years beginning 12 April and fix his Adoption of standalone and consolidated financial statements for the year ended 31 March Against/ the orders from the respective ministries, whichever lower. As a good practice, we expect PSE s to disclose the proposed to its shareholders through the notice. For For Tse Dorji (DIN: ) a retired civil servant and has been an former IAS officer. His reappointment is in line with all statutory For For Ms. Jyotika Kalra was appointed as for three years with effect from 16 February. She resigned on 6 April as she was appointed as the member of the National Human Rights Commission. For For The total proposed to be paid to the cost auditors is reasonable compared to the size and scale of operations. For For The company s outstanding consolidated debt of Rs. 1,189 bn is 2.4x the networth and 5.1x the EBIDTA as on 31 March. 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. For For The proposed issuance will be carved out of the company s borrowing limit. For For 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. For For With the coming into force of the Companies Act, 2013, several provisions of the existing Articles of Association (AoA) of the Company require alteration or deletion. Accordingly, the company has proposed modifications to its AoA. For For As financials are audited by statutory auditors and no qualifications are raised by them. For For 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. For For Ajay Narayan Deshpande (DIN: ) is Wholetime Director (Technical). His reappointment is in line with all statutory For For 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 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. For For 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 is not disclosed. Remuneration in public sector enterprises is usually not high. As a good practice, we expect PSE s to disclose the proposed to its shareholders through the notice. For For 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 is not disclosed. Remuneration in public sector enterprises is usually not high. As a good practice, we expect PSE s to disclose the proposed to its shareholders through the notice. For Against Ms. Shazia Ilmi Malik (DIN: ) 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 We believe her affiliation may unnecessarily politicize decisions that the company will make, and therefore distract the management from its core focus. For For Jagdish Chander Nakra is associated with the company since 1983 as a Mechanical Engineer. His proposed is not disclosed. Remuneration in public sector enterprises is usually not high. As a good practice, we expect PSE s to disclose the proposed to its shareholders through the notice. For For As financials are audited by statutory auditors and no qualifications have been raised by them. 59

60 20 September Oracle Financial Services Software 20 Bharat September Electronics Details of Votes cast during the Financial Year (contd...) Declare final dividend of Rs.2.2 per equity share (face value of Rs.2.0) Reappoint Jayesh Nagindas Doshi (DIN: ) as a Director retiring by rotation Ratify the appointment of S. S. Kothari Mehta & Co. as statutory auditors for one year and fix their Approve payment of additional performance bonus of Rs mn to Jayesh Nagindas Doshi for and include perquisites arising out of exercise of stock options in his structure until his term of appointment Revise terms of for Jai Hari Dalmia (DIN: ) as Managing Director with effect from 1 April Revise terms of for Yadu Hari Dalmia (DIN: ) as Managing Director with effect from 1 April Adoption of financial statements for the year ended 31 March Reappoint Maria Smith (DIN ) as director liable to retire by rotation Confirm payment of interim dividend of Rs 170 per share (FV Rs 5) as final dividend for FY17 Appoint Mukund M. Chitale & Co. as statutory auditors for five years Appoint Kimberly Woolley (DIN ) as director liable to retire by rotation Authorize the board to appoint branch auditors in consultation with statutory auditors and to fix their Adoption of standalone and consolidated financial statements for the year ended 31 March 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: ) as an Executive Director Appoint Ms. Anandi Ramalingam (DIN ) as an Executive Director Against/ For For 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%. For For Jayesh Nagindas Doshi is Chief Financial Officer. His reappointment is in line with all statutory For For S. S. Kothari Mehta & Co. Were appointed in Their reappointment is in line with the requirements of Section 139 of the Companies Act For For 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 aggregates Rs. 59.4, which is comparable to peers. For For Jai Dalmia is promoter director. His proposed is estimated at Rs 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 ), 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 of Rs. 85 mn from Dalmia Bharat Sugar in FY17. For For Yadu Dalmia is promoter director. His proposed is estimated at Rs mn. While this is significantly higher than the Rs mn paid to him in FY17 (17x the median employee and 4% decrease over last year s ), 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 and that it will remain commensurate with size and performance in future. For For As the books of account are audited and no qualifications are raised by the auditors. For For 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 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. For For Oracle Financial Services Software (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 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%. For For 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 For For Kimberly Woolley is the Assistant General Counsel and Assistant Secretary for Oracle Corporation. Her appointment is in line with all the statutory For For 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. For For As financials are audited by statutory auditors and no qualifications are raised by them. For For The total dividend outflow including dividend tax for FY17 is Rs. 6.0 bn. The dividend payout ratio is 39.1%. For For Nataraj Krishnappa is Director (Other units). He is liable to retire by rotation and his reappointment is in line with all statutory For For Ms. Anandi Ramalingam is Director (Marketing). She was appointed as an Additional Director from 16 September She is liable to retire by rotation and her appointment is in line with all statutory 60

61 20 September Container Corpn. Of India Details of Votes cast during the Financial Year (contd...) Appoint M V Gowtama (DIN ) as an Executive Director Appoint R N Bagdalkar (DIN ) as an Executive Director Approve of Rs.0.35 mn for GNV & Associates as cost auditors for the financial year ending 31 March 2018 Approval for the issue of bonus shares in the ratio of 1:10 Adoption of standalone and consolidated financial statements for the year ended 31 March 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 ) as an Executive Director Reappoint S. K. Sharma (DIN ) as Non- Executive Non- Fix of Arun K Agarwal & Associates as statutory auditors to be appointed by the Comptroller and Auditor General of India for FY17 Appoint V. Kalyana Rama (DIN: ) as CMD for five years beginning 1 October 2016 and fix his 21 September Escorts Adoption of standalone financial statements for the year ended 31 March Adoption of consolidated financial statements for the year ended 31 March Declare final dividend of Rs. 1.5/- per equity share (face value Rs. 10.0) for FY17 Reappoint Ms. Nitasha Nanda (DIN: ) as an Executive Director Reappoint GB Mathur (DIN: ) as a Non- Executive Non- Appoint Walker Chandiok & Co. LLP as statutory auditors for a period of five years and fix their Approve 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 Reappoint Nikhil Nanda as the Managing Director for five years, w.e.f. 19 September Against/ For For M V Gowtama is Chairperson and Managing Director. He was appointed as an Additional Director from 8 November He is not liable to retire by rotation and his appointment is in line with all statutory For For R N Bagdalkar is Director (Human Resources). He was appointed as an Additional Director from 23 January. He is liable to retire by rotation and his appointment is in line with all statutory For For The total proposed is reasonable compared to the size and scale of the company s operations. For For 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 mn. For For As there is no qualification from Auditors. For For The total dividend outflow including dividend tax for FY17 is Rs. 4.4 bn. The dividend payout ratio is 51.9%. For For Dr. P Alli Rani is Director (Finance). She is liable to retire by rotation and her reappointment is in line with all statutory For For 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 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. For For 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 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. For For 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 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 to its shareholders through the notice. For For As accounts are audited by independent statutory auditors. For For As accounts are audited by independent statutory auditors. For For 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 mn, while the dividend payout ratio is 13.8%. For For Ms. Nitasha Nanda, 48, represents promoter family on the board. Her reappointment meets all statutory For For GB Mathur, 67, was the Company Secretary of Escorts till January He is currently engaged in strategic decisions and CSR activities of the company. His reappointment meets all statutory For For The appointment of Walker Chandiok & Co LLP is in line with the requirements of Section 139 of the Companies Act For For The total proposed is reasonable compared to the size and scale of the company s operations. For Against Given that the aggregate CSR spend in FY17 was Rs. 34 mn, GB Mathur s proposed 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. For Against Nikhil Nanda, 43, belongs to the promoter group of the company. He has been on the board for the past 12 years. His proposed for FY18 is estimated at Rs mn, which is higher than peers and not commensurate with the size and performance of the company. His proposed is open-ended with no cap on his commission or his overall. We also highlight that there are three representatives from promoter directors on the board in an Executive role. The family in FY17 aggregated Rs mn, which is high. 61

62 22 Sun T V Network September 22 Grasim September Industries 22 Mold-Tek September Packaging 23 Orient Cement September Details of Votes cast during the Financial Year (contd...) Reappoint PH Ravikumar (DIN: ) as an for five years Reappoint Mrs. Vibha Paul Rishi (DIN: ) as an for five years Adoption of financial statements for the year ended 31 March Confirm two interim dividends of Rs.5.0 per share each per equity share (FV Rs.5) as final dividend Reappoint S. Selvam as a Non-Executive, Non- Appoint Deloitte Haskins & Sells LLP as statutory auditors for five years and fix their Ratify of Rs. 220,000 (plus service tax and out of pocket expenses) for S. Sundar & Associates, as cost auditors for FY17 and FY18 Adoption of financial statements for the year ended 31 March Declare final dividend of Rs. 5.5 per equity share (face value Rs. 2.0) for FY17 Reappoint Kumar Mangalam Birla (DIN: ) as a Non-Executive Non- Ratify appointment of BSR & Co. LLP as joint statutory auditors for FY18 and fix their Appoint SRBC & Co. LLP as joint statutory auditors for a period of five years and fix their Issuance of Non-Convertible Debentures (NCDs) on a private placement basis upto Rs bn Approve 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 Adoption of financial statements for the year ended 31 March 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) Reappoint A. Subramanyam (DIN: ) as Director liable to retire by rotation Appoint M/s. M. Anandam & Co. as statutory auditors for a period of five years and fix their Adoption of financial statements for the year ended 31 March Declare final dividend of Re. 0.5 per equity share (face value Re. 1.0) Against/ For For PH Ravikumar, 66, is the Founder and former MD and CEO of National Commodity and Derivatives Exchange Limited (NCDEX). His reappointment meets all statutory For For Mrs. Vibha Paul Rishi, 57, is a former Executive Director- Brand and Human Capital of Max India She has also worked in organizations such as Pepsico, Titan and Tata Administrative Services in the past. Her reappointment meets all statutory For For As accounts are audited by independent statutory auditors. For For Sun TV paid two interim dividends of Rs. 5.0 per share each (FV Rs. 5). This aggregates to a total dividend of Rs per share. Total dividend including the dividend distribution tax for the year is Rs. 4.7 bn. Payout ratio for FY17 is 48.4%. For For S. Selvam is a Movie Producer. He retires by rotation and his reappointment is in line with statutory For For The company proposes to appoint Deloitte Haskins & Sells LLP. Their appointment is in line with the requirements of Section 139 of the Companies Act For For The total 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. For For As financials are audited by statutory auditors and no qualifications have been raised by them. For For 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. For For Kumar Mangalam Birla, 50, is the Chairperson of Aditya Birla Group. His reappointment meets all statutory For For The ratification of BSR & Co. LLP s appointment is in line with the requirements of Section 139 of the Companies Act For For SRBC & Co. LLP s appointment is in line with the requirements of Section 139 of the Companies Act For For The NCDs will be issued within the overall borrowing limit. For For The total proposed is reasonable compared to the size and scale of the company s operations. For For 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. For For As financials are audited by statutory auditors and no qualifications are raised by them. For For 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%. For For 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 For For M/s. M. Anandam & Co. 's appointment is in line with and also complies with Section 139 of the Companies Act For For As financials are audited by statutory auditors and no qualifications have been raised by them. For For 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. 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. Reappoint C K Birla as Director For For 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 62

63 23 Bharat Forge September 25 Mahanagar September Gas Ltd Details of Votes cast during the Financial Year (contd...) Ratify SR Batliboi & Co LLP as statutory auditors for one year and fix their Appoint I Y R Krishna Rao as for five years Waive recovery of excess of Rs mn paid to Desh Deepak Khetrapal as Managing Director and CEO for FY17 Fix for Desh Deepak Khetrapal as Managing Director and CEO from 1 April to 31 March 2018 Against/ For For 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. Their ratification is in line with the requirements of Section 139 of the Companies Act For For I Y R Krishna Rao (DIN: ), 61, is a retired IAS officer and Former Chief Secretary, Andhra Pradesh. His appointment is in line with statutory For Against The waiver sought of Rs mn for FY17 is high we believe the company must pay only the minimum payable till the company reaches a stable level of profitability. For Against 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 by ~23%. The estimated FY18 of Rs mn is not in line with performance and not commensurate with the size and complexity of the business. Further, his is higher than peers in the industry. Provide rights to lenders to convert debt into equity For For 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 Increase borrowing limit to Rs bn from Rs bn For For 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. For Against Orient Cement Limited had existing borrowings of Rs bn on 31 March. 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. 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. Creation of charge on assets upto Rs bn For For Secured loans generally have easier repayment terms, less restrictive covenants, and lower interest rates. Approve of Rs. 80,000 for Somnath Mukherjee as cost auditor for FY18 For For The proposed 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. Issue securities upto Rs. 50 bn For For At current market price of Rs per share, in order to raise Rs 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) Issue one equity share of Rs.2 each as bonus for each equity share held in the company Adoption of financial statements for the year ended 31 March 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 Reappoint Akhil Mehrotra as Non-Executive Non- Appoint SRBC & Co LLP as statutory auditors for five years and fix their Approve 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 For For 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 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. For For The bonus issue will increase the liquidity of the equity shares with higher floating stock and make the equity shares more affordable. For For As there is no qualification from Auditors. For For 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. For For Akhil Mehrotra (DIN: ) 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 For For SRBC & Co will replace Deloitte Haskins & Sells as statutory auditors. Their appointment is in line with all statutory For For The total proposed to be paid to the cost auditors is reasonable compared to the size and scale of operations. For For Ms. Radhika Haribhakti (DIN: ) heads RH Financial (Advisory firm). Her appointment is in line with all statutory 63

64 25 Ambuja September Cements 25 Dalmia Bharat September 26 September Details of Votes cast during the Financial Year (contd...) Reappoint Jainendar Kumar Jain as Independent Director for one year beginning 5 March Reappoint Ms. Susmita Sengupta as Wholetime Director (Technical) for one year beginning 11 February and fix her Appoint Virendra Nath Datt as Non-Executive Non- beginning 28 May Appoint Sunil Porwal as Non-Executive Non- beginning 26 May Enter into related party transactions aggregating Rs.14 bn in FY18 and Rs.18.5 bn in FY19 Approve payment of additional performance bonus of Rs. 5.4 mn to Ajay Kapur for calendar year 2016 Revise terms of for Ajay Kapur as Managing Director and CEO from 1 January till 24 April 2019 Issuance of equity shares or convertible securities up to Rs bn Issuance of non convertible debentures up to Rs.10.0 bn on private placement basis Future Retail Ltd NCM Approve demerger of home retail businesses of Future Retail (FRL) and Bluerock eservices Private Limited (BSPL) into Praxis Home Retail Limited (PHRL) 26 Max Financial September Services Ltd Adoption of standalone financial statements for the year ended 31 March Adoption of consolidated financial statements for the year ended 31 March Reappoint Ashwani Windlass (DIN: ) as director liable to retire by rotation Appoint Sanjay Nayar as a Non-Executive Non- Ratify appointment of Deloitte Haskins & Sells as statutory auditors for FY17 Revision in of Mohit Talwar as the Managing Director till from 1 April till 14 January 2019 at a maximum of Rs.150 mn Against/ For For Jainendar Kumar Jain (DIN: ) is the former Wholetime Director (Finance) of GAIL ). His reappointment is in line with all statutory For For Ms. Susmita Sengupta is nominee of BG Asia Pacific Holdings Pte. Ltd (promoter with 32.5% ownership in the company). Her proposed is estimated at Rs 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 from multiple sources. For For Virendra Nath Datt (DIN: ) is Wholetime Director (Corporate Strategy, Planning & Advocacy) of GAIL. His appointment is in line with all statutory For For Sunil Porwal (DIN: ) is Additional Chief Secretary (Industries) of Government of Maharashtra. His appointment is in line with all statutory For For In FY17 the company purchased and transported gas aggregating Rs bn in FY17 from related parties and fellow subsidiaries. Similar transactions are likely in FY18 and FY19 aggregating to Rs. 14 bn and Rs bn respectively. The proposed transactions are in ordinary course and at arm s length. For For 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 of Rs. 5.4 mn. If approved, his total for 2016 will amount to Rs mn, which is in line with peers and commensurate with the size and complexity of the business. For For While we do not favour mid-term revisions in, Ajay Kapur is a professional and his maximum estimated of Rs mn (excluding stock options from LafargeHolcim) is in line with peers and commensurate with the size and complexity of the company. For For At current market price of Rs 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. For For 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 bn. For For As part of FRL s strategy of focusing only on its core retail formats, the specialty home retail business (Home Town) is being proposed to be hived-off and transferred to PHRL. In return, shareholders of FRL will receive PHRL shares, such that the new shareholding of PHRL is a mirror image of that of FRL. In another transaction, the e-commerce home retail division of BSPL (Fabfurnish) will also be demerged and transferred to PHRL. This will help consolidate the offline and online home retail businesses under a single entity and lead to increased management focus. For shareholders of FRL, their economic interest in the Home Town business remain unchanged. While they will be exposed to the loss-making operations of BSPL, the reduction in administrative costs, diversification of sales channels, and greater visibility of the home retail division will help unlock value for the business in the long term. For For Matter is of routine nature. As accounts are audited by the external statutory auditors and no qualifications are raised by them. For For Matter is of routine nature. As accounts are audited by the external statutory auditors and no qualifications are raised by them. For For 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 For For Sanjay Nayar (DIN: ), 55, is the CEO of KKR, India and its nominee on the board of the company. His appointment meets all statutory For For Deloitte Haskins & Sells were appointed as statutory auditors in the of 2015 for a period of five years. The ratification of Deloitte Haskins & Sells appointment as statutory auditors meets all For For Mohit Talwar s (including performance bonus and ESOPs) aggregated Rs mn in FY17. His proposed can go upto a maximum of Rs mn (including value of ESOPs). While his proposed is high compared to peers, we believe the board will remain judicious in deciding his annual as in the past. 64

65 26 Sun September Pharmaceutical Inds. 26 Sadbhav September Engineering Details of Votes cast during the Financial Year (contd...) Adoption of standalone and consolidated financial statements for the year ended 31 March Declare final dividend of Rs.3.5 per equity share (face value of Re.1.0) Reappoint Sailesh T. Desai (DIN: ) as a Director retiring by rotation Reappoint Israel Makov (DIN: ) as a Director retiring by rotation Appoint S R B C & Co. as statutory auditors for a term of five years and fix their Ratify of Rs.1.9 mn payable to Kailash Sankhlecha & Associates, as cost auditors for FY18 Appoint Kalyanasundaram Subramanian (DIN: ) as a Director liable to retire by rotation Appoint Kalyanasundaram Subramanian (DIN: ) as Whole-time Director for a period of two years beginning 14 February without any Reappoint Dilip S. Shanghvi (DIN: ) as Managing Director for a period of five years beginning 1 April 2018 and fix his from 1 April 2018 until 31 March 2021 Approve related party transactions with Aditya Medisales Limited (AML) for a period of five years Adoption of standalone and consolidated financial statements for the year ended 31 March To declare final dividend of Re.0.75 per share of face value Re.1.0 Reappoint Nitin R. Patel (DIN: ) as an Executive Director Reappoint Vipul H. Patel (DIN: ) as an Executive Director Appoint Dhirubhai Shah & Doshi as statutory auditors for a period of one year and fix their To approve related party transactions aggregating upto Rs bn with step-down subsidiaries Reappoint Arun S. Patel (DIN: ) as an or five years from 26 September Against/ For For As the accounts are audited by the Auditors and no qualifications are raised by them. For For The total dividend for FY17 is Re.1.0/- per share and the total dividend outflow (including dividend tax for FY17) is Rs bn. For For Sailesh T. Desai, 62, is an entrepreneur with over 30 years of experience. His reappointment is in line with all statutory For For Israel Makov,78, is Chairperson. His reappointment is in line with all statutory For For S R B C & Co. s appointment is in line with the requirements of Section 139 of the Companies Act For For The proposed to be paid to the cost auditor in FY18 is reasonable compared to the size and scale of operations. For For Kalyanasundaram Subramanian, 63, has been with the company since His appointment is in line with all statutory For Against The company proposes to appoint Kalyanasundaram Subramanian as Whole-time Director for a period of two years. He has also been appointed as CEO and Whole-time Director of Sun Pharma Laboratories Limited (SPLL), a wholly owned subsidiary for a period of two years and will be paid 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. While compliant with law, we believe that this structure of paying via a 100% subsidiary is not a good governance practice. For For Dilip S. Shangvi, 61, is promoter director. He is also Chairperson and Managing Director of Sun Pharma Advanced Research Company Limited (group entity) and does not draw any from the entity. His reappointment is in line with all statutory The company proposes to revise his maximum to Rs mn. Due to inadequacy of profits he was paid Rs mn in FY17 as against his entitled of Rs mn. The past and proposed maximum to Dilip Shanghvi is commensurate with the company size and performance. Also, the proposed maximum 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. For For The transactions with AML aggregated Rs. 26 bn in FY17 and the company now seeks approval for similar transactions for five years. The transactions in FY18 will be capped at Rs. 50 bn, and will increase in value in the subsequent years. All transactions to be carried out will be on an arm s length basis and will be primarily of sales, purchases of goods or materials, availing or rendering of services, leasing of property. While the company has not ascribed a monetary value or cap to the transactions apart from those in FY18, it has provided a period of five years for the proposed transactions. For For As there is no qualification from Auditors. For For The total dividend outflow including dividend tax for FY17 is Rs. 0.1 bn. The dividend payout ratio at 7.7% is low. For For Nitin R. Patel is Chief Financial Officer. He is liable to retire by rotation and his reappointment is in line with statutory He attended 86% of the board meetings held in FY17. For For Vipul H. Patel is Executive Director. He is liable to retire by rotation and his reappointment is in line with statutory He attended 75% of the board meetings held in FY17. For Against 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. For For 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 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. For For 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 65

66 28 September K N R Constructions 28 Indraprastha September Gas Details of Votes cast during the Financial Year (contd...) Reappoint Shashin V. Patel (DIN: ) as CMD for three years from 1 July and fix his Reappoint Nitin R. Patel (DIN: ) as Executive Director for three years from 1 July and fix his Reappoint Vasistha C. Patel (DIN: ) as Executive Director for three years from 1 October and fix his Reappoint Vikram R. Patel (DIN: ) as Executive Director for three years from 1 October and fix his Keep the register of members and other documents at the office of the Registrar and Transfer Agent Amendment in Clause No. 84 (ii) of the Articles of Association (AOA) towards terms of issue of Debentures Approve of Rs.0.15 mn for Rajendra Patel & Associates as cost auditors for the financial year ending 31 March 2018 Adoption of financial statements for the year ended 31 March Approve final dividend of Rs.0.5 per share of face value Rs.2.0 each Against/ For Against 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 and fix his. The proposed of Rs 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. For Against Nitin R. Patel, 49, is the CFO. The proposed of Rs 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 structure does not have a variable component to link pay and performance. For Against 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 of Rs 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. For Against Vikram R. Patel, 49, belongs to the promoter group. The proposed of Rs 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. For For 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. At C 101, 247 Park, L. B. S. Marg, Vikhroli (West), Mumbai For For 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. For For The total proposed is reasonable compared to the size and scale of the company s operations. For For As the financials are audited by statutory auditors and no qualifications have been raised by them. For For The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs mn. The dividend payout ratio for FY17 was 5.4%. Reappoint K Jalandhar Reddy as a Director For For K Jalandhar Reddy (DIN: ) 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 Approve for K.K Rao & Associates as cost auditors for FY18 Adoption of standalone and consolidated financial statements for the year ended 31 March Confirm interim dividend of Rs.3.5 per share and declare final dividend of Rs.5.0 per equity share of Rs.10 each Fix of Walker Chandiok & Co LLP as statutory auditors to be appointed by the Comptroller and Auditor General of India for FY18 For For K. P. Rao & Co. Are replacing Sukumar Babu & Co. As the statutory auditors. Their appointment is in line with the statutory For Against As per Rule 14 of the Companies (Audit and Auditor) Rules, 2014, the 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 to be paid to cost auditors. KNR must issue an addendum and disclose the proposed to be paid to the cost auditors. For For As there is no qualification from Auditors. For For The aggregate dividend per share is Rs The total dividend outflow including dividend tax for FY17 is Rs. 1.4 bn. The dividend payout ratio for FY17 is 25.1%. For For 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 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. 66

67 28 Jagran September Prakashan 28 Ahluwalia September Contracts (India) Details of Votes cast during the Financial Year (contd...) Appoint Ramesh Srinivasan (DIN: ) as Non- Executive Non- Appoint Manoj Jain (DIN: ) as Non-Executive Non- Appoint Ms. Varsha Joshi (DIN: ) as Non- Executive Non- Approve 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 Ratify related party transactions of Rs.4.99 bn with GAIL (India) Limited in FY17 To approve sub-division of equity share of Rs.10 each into 5 equity shares of Rs.2 each Amendment in capital clause V of the Memorandum of Association 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 Adoption of financial statements for the year ended 31 March Declare final dividend of Rs. 3.0 per equity share (face value Rs. 2.0) Reappoint Devendra Mohan Gupta as Non-Executive Non- Reappoint Amit Dixit as Non-Executive Non- Appoint Deloitte Haskins & Sells as statutory auditors for five years and fix their Adoption of financial statements for the year ended 31 March Against/ For For 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. He is liable to retire by rotation and his appointment is in line with all statutory For For 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. He is liable to retire by rotation and his appointment is in line with all statutory For For 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. He is liable to retire by rotation and his appointment is in line with all statutory For For The total proposed is reasonable compared to the size and scale of the company s operations. For For IGL purchased APM gas worth Rs 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. For For IGL purchased PMT gas worth Rs 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. For For 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. For For 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. For For 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. For For As accounts are audited by independent statutory auditors. For For The total dividend outflow including dividend tax for FY17 is Rs. 1.1 bn. The dividend payout ratio is 35.6%. For For 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 For For 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 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. For For 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 For For As results are audited by statutory auditors and no qualifications are raised by them. Reappoint Bikramjit Ahluwalia as a Director For For Bikramjit Ahluwalia (DIN: ) is the promoter CMD. He retires by rotation and his reappointment is in line with the statutory Appoint Amod Agrawal & Associates as statutory auditors for a period of three years and fix their Approve increase in of Bikramjit Ahluwalia, CMD, w.e.f 1 October 2016 till the remainder of his term (31 March 2018) For Against Amod Agrawal & Associates are replacing Arun K. Gupta & Associates as the statutory auditors. However, the proposed appointment for three years is not in line with Section 139(1) of Companies Act 2013, which states that auditors must be appointed for a period of five years. The company must issue a corrigendum to modify the auditor term and comply with the Act. In addition, as a best practice, the company must provide a brief profile of the audit firm, its partners and their relevant experience at the time of appointment. For For Bikramjit Ahluwalia is the promoter CMD. His revised aggregating Rs mn is comparable to industry peers and is commensurate with the size and performance of the company. 67

68 29 P N C Infratech September 29 Rajesh Exports September Details of Votes cast during the Financial Year (contd...) Approve increase in of Vinay Pal, Whole Time Director, w.e.f 1 October 2016 till the remainder of his term (13 August 2018) Approve for Jitender, Navneet & Co as cost auditors for FY18 Adoption of financial statements for the year ended 31 March Approve final dividend of Rs.0.5 per share of face value Rs.2.0 each Against/ For For Vinay Pal has about 30 years of experience in the construction industry. He is designated Senior Executive (Projects) and is also leading the HR function of the company. His revised 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 structure must include a variable component which will help align pay with performance. For Against As per Rule 14 of the Companies (Audit and Auditor) Rules, 2014, the 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 to be paid to cost auditors. The company must issue an addendum and disclose the proposed to be paid to the cost auditors. For For As there is no qualification from Auditors. For For The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs mn. The dividend payout ratio for FY17 was 7.7%. Reappoint Naveen Kumar Jain as a Director For For Naveen Kumar Jain (DIN: ) is a promoter executive director. He retires by rotation and his reappointment is in line with the statutory Reappoint Anil Kumar Rao as a Director For For Anil Kumar Rao (DIN: ) is an executive director. He retires by rotation and his reappointment is in line with the statutory Reappoint S.S. Kothari Mehta & Co as statutory auditors for four years and fix their Approve of Rs 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 and fix his Approve increase in of Anil Kumar Rao, Whole Time Director, w.e.f 1 January till the remainder of his term (30 September 2021) Ratify special incentive of Rs.12.4 mn for Anil Kumar Rao, Whole Time Director for FY17 Approve increase in borrowing limit to Rs.50 bn from Rs.40 bn For For 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, For For The to be paid to the cost auditor is reasonable compared to the size and scale of the company s operations. For For Naveen Kumar Jain is responsible for administration, HR, legal and logistics related functions of the company. In the past, his has been aligned with the company s performance. His estimated pay of Rs mn is in line with peers and commensurate with the size and scale of operations. For For 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. s 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 mn for FY18 is in line with peers and commensurate with the size and scale of operations. For For Anil Kumar Rao s 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 mn for FY17 takes his overall for the year to Rs mn which is in line with peers and commensurate with the size and scale of operations. For For 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 bn). Create charges/mortgages on the company s assets For For Secured loans generally have easier repayment terms, less restrictive covenants, and lower interest rates. Adoption of financial statements for the year ended 31 March Declare divided of Rs per equity share of face value Re.1 each Reappoint Prashant Mehta (DIN: ), as Director, liable to retire by rotation For For As the financials are audited by statutory auditors and no qualifications have been raised by them. For For The cash outgo on account of dividend is Rs 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. For For Prashant Mehta is the promoter and Managing Director. His reappointment is in line with all statutory Ratify V Sivasankar & Co as statutory auditors for FY18 For For V Sivasankar & Co have been auditors of the company since FY12 (six years). They were reappointed for three years in the company s 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 68

69 30 Ashoka Buildcon September Details of Votes cast during the Financial Year (contd...) Adoption of standalone and consolidated financial statements for the year ended 31 March Declare final dividend of Rs.0.80 per share and approve interim dividend of Rs per share (Face Value: Rs.5) Reappoint Milapraj Bhansali (DIN: ) as an Executive Director Appoint SRBC & Co. LLP as statutory auditors for a period of five years and to fix their Ratify of Rs. 515,000 (plus service tax and out of pocket expenses) for CY & Associates, as cost auditors for FY18 Revise of Ashok Katariya (DIN: ) as Chairperson for one year from 1 April Revise of Satish Parakh (DIN: ) as MD for one year from 1 April Revise of Sanjay Londhe (DIN: ) as Executive Director for one year from 1 April Reappoint Milapraj Bhansali (DIN: ) as an Executive Director for a period of five years from 1 April and fix his Reclassify Sanjay Londhe and his relatives holding 0.25% of the paid-up capital from Promoter to Public 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 Against/ For For As there is no qualification from Auditors. For For 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. For For Milapraj Bhansali is a Whole-Time Director. He retires by rotation and his re-appointment is in line with statutory For For SRBC & Co. LLP appointment as statutory auditors is in line with the requirements of Section 139 of the Companies Act For For The total proposed to be paid to the cost auditors in FY18 is reasonable compared to the size and scale of the company s operations. For For Ashok Katariya is a promoter and the Chairperson of the company. The company wants to revise his cap to Rs mn for the next financial year. In absolute terms, the overall pay is in line with industry peers. The revised 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. For For Satish Parakh is a promoter and the MD of the company. The company wants to revise his cap from Rs mn for the next financial year. In absolute terms, the overall pay is in line with industry peers. The revised 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. For For Sanjay Londhe is a promoter and the ED of the company. The company wants to revise his cap to Rs mn for the next financial year. In absolute terms, the overall pay is in line with industry peers. The revised 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. For For Milapraj Bhansali was paid Rs mn, in FY17, His proposed of Rs mn per annum represents an increase of 8% over his FY17. His proposed is in line with paid to industry peers and commensurate to the size of the company and commensurate with the size and complexities of his responsibilities. For Against 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. For For We support his continuation on board as an executive director. For For 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. Issue securities up to Rs. 5.0 bn For For In order to raise Rs. 5.0 bn at current market price of Rs 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) To charge fees from shareholders in advance for the dispatch of documents in the mode requested by them For For 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. For Against 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. 69

70 7 October 12 October 1 November 3 November Infosys K N R Constructions S H Kelkar Details of Votes cast during the Financial Year (contd...) Enter into EPC contract with Ashoka Ranastalam Anandapuram Road (ARARL), a step-down subsidiary, for a consideration of Rs bn Approve conversion of outstanding debt into equity to implement Strategic Debt Restructuring (SDR) Approve buyback of up to 113 mn equity shares at Rs per share through a tender offer, for an aggregate consideration of up to Rs bn Appoint D Sundaram as an for a period of five years w.e.f 14 July Appoint Nandan Nilekani as a Director and Chairperson of the board Appoint U. B. Pravin Rao as Managing Director and interim CEO for a period not exceeding five years w.e.f 18 August Shift the registered office from the National Capital Territory (NCT) of Delhi to the State of Telangana Approve S H Kelkar Stock Appreciation Rights Scheme (SHK SARS ) Approve the grant of SARs to the employees of subsidiaries of the company under SHK SARS Authorize S H Kelkar Employee Benefit Trust (Trust) for secondary acquisition of the company s shares for implementation of SHK SARS To grant loan aggregating Rs.750 mn to S H Kelkar Employee Benefit Trust to purchase equity shares for implementation of SHK SARS Future Retail Ltd EGM Approve issuance of equity shares on preferential basis up to Rs.5 bn Against/ For For 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 bn. The transactions are integral to the operations of the company and will be conducted on an arm s length basis. For For 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. For For The buyback is at a 25% premium to current market price. The promoters will participate in the buyback: the promoter group has collectively expressed interest to tender up to 17.7 mn shares (which represents 6% of the entire promoter shareholding) in the buyback. The buyback will help return surplus funds to shareholders and will improve the return on equity and earnings per share by reduction in the equity base. For For D Sundaram (DIN: ) is the Vice Chairperson and MD of TVS Capital Funds His appointment is in line with the statutory For For Nandan Nilekani (DIN: ) is one of the founder promoters of Infosys and its former CEO. His appointment as Non-Executive Chairperson will provide stability to the board, which was thrust into a leadership crisis after a public tussle with one of the promoters and the abrupt resignation of the CEO. Nandan Nilekani enjoys the trust of all stakeholders, including the promoter group. Given his stature and gravitas, we believe he is ideally suited to fit the pieces together and put the company back on strong footing. For For U. B. Pravin Rao is the current COO of Infosys. Following the resignation of Vishal Sikka as MD and CEO, the board nominated U. B. Pravin Rao to take charge as the MD and interim- CEO. He will not receive any additional compensation in his new role and his will continue to be governed by the terms approved by shareholders in March. The appointment will facilitate the transition to the new leadership U. B. Pravin Rao will step down from the role (but continue as COO) once the company appoints a new CEO. For For The corporate office of KNR Constructions is in Hyderabad. The company believes shifting the registered office to Hyderabad, Telangana will allow it to run and administer day to day operations more efficiently, and result in cost effectiveness. The move will not inconvenience shareholders. For For Because the scheme will be implemented through the secondary market acquisition, the effective exercise price will be the market price of shares, including transaction costs as and when these are acquired by the S H Kelkar Employee Benefit Trust. Although the size of the scheme is large compared to the size of the company, we expect the company to be judicious in structuring the scheme and issuing the SARs. For For The company requires shareholder approval in a separate resolution to extend the SHK SARS benefits to the employees of subsidiaries. For For The company proposes to acquire equity shares from the secondary market through the Trust for the implementation of SHK SARS. The number of equity shares to be acquired by the Trust in a financial year will not exceed the limit specified under SBEB Regulations (upto 2% of paid up equity capital). On a consolidated basis, the company s current investments and cash and cash equivalents amount to Rs mn. At CMP, the Trust will pay Rs mn to buy 2.9 mn shares from the secondary market (assuming all shares are bought by the Trust in one go). This will put a strain on the liquidity position of the company. However, the company has specified that it will exhaust the scheme in a phased manner. For For If the entire loan is to be granted immediately, it will be a considerable strain on the company s liquidity. However, the company has specified that it will exhaust the scheme in a phased manner and the Trust will borrow money as and when required. For For The issuance of equity shares is being made to fund the acquisition of Hypercity Retail from the K Raheja group.future Retail will pay a total consideration of Rs bn for the acquisition, of which Rs bn will be paid in cash and the balance Rs. 5 bn will be paid by issuing 9.3 mn shares.this is a relatively small acquisition for Future Retail and the preferential issue of shares will result in a dilution of ~1.9% on the expanded capital base. 70

71 15 November 29 November 5 December 5 December 8 December 9 December Details of Votes cast during the Financial Year (contd...) Tata Motors NCM Approve amalgamation of TML Drivelines (TMLDL), a 100% subsidiary with Tata Motors Mahindra & Mahindra Financial Services Biocon Indraprastha Gas Hindustan Unilever V-Guard Industries EGM Issue of 24.0 mn equity shares through Qualified Institutions Placement Related party transaction of issuance of equity on preferential basis to promoters Mahindra & Mahindra Preferential allotment of 25.0 mn equity shares to Mahindra & Mahindra, MMFSL s promoter Transfer of Insulin Formulations, Biosimilars API and Biosimilars Formulation business and the Insulin API business of Biocon Limited to Biocon Biologics India Limited (BBIL), wholly owned step-down subsidiary, via a slump sale Reappoint SS Rao as for one year beginning 16 October Reappoint Prof. V Ranganathan as Independent Director for one year beginning 16 October Reappoint Santosh Kumar Bajpai as Independent Director for one year beginning 16 October Appoint Srinivas Phatak as Whole-time Director for five years with effect from 1 December for five years and fix his Add 1.0 mn stock options to Employee Stock Option Scheme, 2013 (ESOS 2013) Approve payment of commission upto 1% of net profit to Kochouseph Chittilappilly as Non-Executive Chairperson for three years with effect from 1 August 71 Against/ For For The merger is being undertaken to streamline costs, and strengthen supply chain and back-end operations, and simplify the holding structure to some extent. Shares held by Tata Motors Limited in TMLDL will be cancelled following the merger, there are no material impact of this transaction on Tata Motors shareholders. For For At current market prices, MMFSL will raise ~ Rs 9.9 bn, which will dilute existing shareholders by 4.1%. The funds infused are needed by the company to further future growth plans while maintaining its capital adequacy levels as per RBI For For The company seeks shareholders approval for related party transaction of issuance of equity on preferential basis to promoters, Mahindra & Mahindra As proposed in Resolution # 3 below. For For With the QIP issue in Resolution # 1 above the stake of M&M (promoter in MMFSL) will fall below 50%. MMFSL wants to maintain promoter stake at minimum levels of 51% at all times to ensure its credit rating will be maintained. Also, MMFSL is dependent on its parent for a large part of its business (about 46% of the company s financing is for M&M s products: tractors, utility vehicles and small and light CVs) and prefers to remain a 51% subsidiary of M&M At current market prices, MMFSL will raise approximately Rs 20.2 bn from the two issues. Aggregate dilution after both issuances (QIP and the preferential allotment) will be 7.9% of the post issue capital. For For Biocon Limited seeks shareholders approval to sell its India Biosimilars business to Biocon Biologics India Limited (BBIL), a wholly owned step-down subsidiary, on a going concern basis. As consideration for the transfer, BBIL will pay Rs. 5.8 bn to the company. The company has not disclosed any financials for the Biosimilars business: the aggregate revenue (India, UK and Malaysia) from this business is Rs 5.8 bn, but standalone revenues or profits from the India business are not disclosed, neither has the company disclosed critical data from its valuation report. We believe that companies should disclose adequate financial and segmental information for business which they propose to hive off/sell. Additionally, the transaction will be debt-funded, and may have implications on the company s consolidated financials. The proposed sale will enable the company to organize its Biosimilars vertical under an independent management and help in deriving potential synergies. Further, as the proposed sale is to a wholly owned step-down subsidiary, Biocon s shareholders would continue holding interest in the Biosimilars business of the company. For Against SS Rao (DIN: ) is Chief Executive Officer of IDFC Infrastructure Finance He has been associated with Indraprastha Gas for an extended tenure of 17 years. We believe the length of the tenure is inversely proportionate to the independence of a director. If the company believes it will benefit from SS Rao serving on its board, it should appoint him as non-independent director. For For Prof. V Ranganathan (DIN: ) is the former Professor of IIM Bangalore. His appointment is in line with all statutory For For Santosh Kumar Bajpai (DIN: ) has experience in fertilizer, telecom and oil and gas sector. His appointment is in line with all statutory For For Srinivas Phatak will be designated Executive Director, Finance & IT and Chief Financial Officer with effect from 1 December. There is limited clarity with respect to his. We expect his to range closer to his predecessor in the same role which aggregated Rs 74 mn in FY17. This level is comparable to peers and commensurate with the size and complexity of his responsibilities. We expect the company to remain judicious in its director. HUL must consider providing greater clarity on the proposed structures going forward. For For The cost impact of incremental options will be Rs mn. Assuming a vesting period of five years, the company will expense Rs mn per year incrementally, which is 1.65% of the FY17 net profit of the company. 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. The company has exhausted over 90% of the original scheme size and needs additional headroom to continue granting options under the scheme. Notwithstanding, the company should be more transparent in disclosing the basis on which it decides between issuing share options and RSUs to employees and also the reasons for choosing to add options to existing scheme rather than initiating a new scheme. For For Considering the FY18 Reuters consensus analyst estimate of net profit of Rs. FY18, the net profit of the company of Rs bn, the maximum commission payable to non-executive directors (including Kochouseph Chittilappilly) is ~Rs mn, relatively high. Notwithstanding, as founder promoter, we believe the company will benefit from his experience. We expect companies to fix the absolute amount of commission payable to non-executive directors.

72 12 December 15 December 16 December 18 December 21 December 22 December 02 January 2018 Essel Propack Details of Votes cast during the Financial Year (contd...) Approve private placement of securities aggregating Rs.2 bn by way of redeemable non-convertible debentures (NCDs) or debt securities Adoption of new Articles of Association (AoA) that conform with the Companies Act, 2013 C E S C NCM To approve restructuring of CESC Limited s main businesses (held directly and through subsidiaries) by housing them into four separate companies with mirror shareholding, which will be subsequently listed Mahindra & Mahindra Akzo Nobel India T V S Motor Co. Issuance of one equity share of Rs. 5.0/- each as bonus for each equity share held in the company Sale and transfer of the specialty chemicals business undertaking of the company to its global entity, Akzo Nobel N.V., or an affiliate, via a slump sale, for Rs.3.2 bn Adoption of new Articles of Association (AoA) that conform with the Companies Act, 2013 Reappoint Sudarshan Venu as Joint Managing Director for five years with effect from 1 February 2018 and fix his Appoint Rajesh Narsimhan as Chief Executive Officer of TVS Motor Singapore Pte Limited, wholly owned subsidiary of TVS Motor Company Limited in a place of profit Bank Of Baroda EGM To elect two shareholder directors from amongst the public shareholders of the bank Sundram Fasteners Re-appoint Arundathi Krishna (DIN ) as Managing Director (designated as Deputy Managing Director) and fix her Appoint Heramb R Hajarnavis (DIN ) as for five years till 19 September 2022 Issue of Non-Convertible Debentures upto Rs 5.0 bn on private placement basis Against/ For For The proposed NCDs or debt securities will be issued within the overall borrowing limits. For Against The company proposes to adopt a new set of Articles of Association (AoA) by deleting/ amending the references to various sections and schedules and substitute them with the provisions of the Companies Act, However certain clauses of the AoA are prejudicial to minority shareholders and the company must revise its AoA modifying / deleting these clauses. For For CESC proposes to unlock value by creating four separate companies to house the power generation, power distribution, retail, and information technologies businesses. The shareholding of these companies will mirror that of CESC 10 shares held in CESC will receive 5 shares of the power generation business, 6 shares of the retail business, and 2 shares of the information technology business. Power distribution business will be housed under CESC. The businesses will be listed subsequently. The restructuring will facilitate enhanced focus on each business segment, and provide flexibility in accessing capital, which is in the long-term interest of the businesses. For For Post the issuance of bonus equity share, the paid-up equity share capital of the company will increase to Rs. 6.2 bn comprising 1,243.2 mn equity shares of Rs. 5.0/- each. Rs. 3.1 bn will be capitalized from the reserves of the company. Bonus issuance will increase the liquidity of the equity shares with higher floating stock. For For This transaction follows Akzo Nobel s global strategy to separate its specialty chemicals business from its paints and coatings business to create two focused and separate businesses. It will be difficult to run the Specialty Chemicals India business independently without the parent s support. The company had paid relatively higher valuation while acquiring the business from its parents and is now expected to sell it at a relatively lower price when selling back to parent. However, the company has clarified that the specialty chemicals business acquired in 2012 was primarily involved in manufacturing, whereas currently, almost 70% of the revenues of the specialty chemicals segment arises from trading operations and the remaining from manufacturing. Consequently, the business proposed to be transferred now is substantially different from the one existing in 2011, making them non-comparable in the strictest sense. The sale is in line with the global strategy and will align the specialty chemicals and paints business along separate verticals. For Against The company proposes to adopt a new set of Articles of Association (AoA) by deleting/ amending the references to various sections and schedules and substitute them with the provisions of the Companies Act, However certain clauses of the AoA are prejudicial to minority shareholders and the company must consider revising its AoA to modify or delete these clauses. For For The proposed structure is broadly similar to his current structure. His estimated FY18 of Rs mn is in line with peers and commensurate with the size and complexity of the business. For For Rajesh Narsimhan, 51, will be paid SGD 1.2 mn (Rs mn) per annum in addition to a joining or performance bonus to be decided by the board of directors of the subsidiary. He is a professional with expertise in technology oriented roles and his proposed is in line with peers. For The notice/explanation statement does not mention the profile of Directors contesting the election. For Against Arundathi Krishna s FY17 was Rs mn, up 131.6% from Rs mn in FY16. PAT was up 52% and total income 20% in this period. The current is not commensurate with that paid to peers in the industry. Overall family is 9.3% of consolidated PAT and 9.9% of standalone PAT for FY17, which is very high. For For Heramb R Hajarnavis is the founder and Managing Partner of SeaLink Capital Partners (SCP), a Private Equity Fund. In the past he has headed KKR s Indian Private Equity business, was with Goldman Sachs & Co, over a period of 10 years. His appointment is in line with all statutory For For Non-Convertible Debentures (NCDs) issued on private placement basis, are a significant source of borrowings for Sundram Fasteners and these have always been within the overall borrowing limits of the company. The company s short term debt is rated CRISIL A1+ by rating agency CRISIL. 72

73 08 January January January January January January January February February 2018 Details of Votes cast during the Financial Year (contd...) Against/ N C C EGM Issuance of securities upto Rs.5.5 bn For For The funds will be utilized to meet the long-term capital requirements including long term working capital expenditure and for other corporate purposes. Proceeds from issuance will enable the company to partly execute the outstanding order book of Rs. 219 bn. To raise Rs. 5.5 bn at current market price of Rs. 127 per share, ~ 43.3 mn new shares will be issued. This will result in equity dilution of 7.2% of the post issue share capital of the company. Ultratech Cement H D F C Bank Capital First Sbi Life Insurance Company Ltd Dalmia Bharat Pidilite Industries Timken India Karur Vysya Bank EGM EGM NCM NCM Increase Foreign Portfolio Investor (FPI) investment limit from 30% to 40% of the paid-up equity share capital Issue of equity shares and/or equity shares through depository receipts and/or convertible securities upto Rs bn Related party transaction of issuance of equity on preferential basis to promoters HDFC upto Rs 85.0 bn (within above limit of Rs bn) Preferential allotment of equity shares to HDFC, HDFC Bank s promoter; upto Rs 85.0 bn (within above limit of Rs bn) To approve formulation of CMD Stock Option Scheme - To approve grant of stock options exceeding more than 1% of paid-up share capital under CMD Stock Option Scheme Reappoint Dinesh Kanabar (DIN: ) as an for five years, w.e.f. 6 January 2018 Modify Articles of Association (AoA) to give special rights to BNP Paribas Cardiff SA Approve merger of Dalmia Bharat Limited with OCL India Limited To buyback upto Rs. 5.0 bn, at a price of Rs. 1,000 per equity share through a tender offer Approve merger of ABC Bearings Limited with Timken India Limited Approve amendments to Employee Stock Option (KVB ESOS ) scheme For For This resolution will enable FPIs to further invest in the company. For For At the assumed floor price of Rs (as disclosed by the Bank), HDFC Bank will issue mn shares and raise Rs bn. This will dilute existing shareholders by 4.8%. The funds infused are needed by the bank to further future growth plans while maintaining its capital adequacy levels in line with RBI For For As a matter of abundant precaution, the company seeks shareholders approval for related party transaction of issuance of equity on preferential basis to promoters, HDFC As proposed in Resolution # 3. For For The issue of shares and future ESOPs (of the Bank) will dilute the promoter HDFC s stake. To maintain promoter stake the Bank proposes to make a preferential allotment to the promoters of upto Rs 85.0 bn, within the overall limit of Rs bn. HDFC s holding will go up marginally and also factors in ESOPs in future. For For The company proposes to award its CMD, V. Vaidyanathan upto 1.5 mn options at Rs This is a ~15% premium to the current market price and the vesting will be over a period of five years. This scheme will ensure the linkage of his compensation with the overall performance of the company and incentivise V Vaidyanathan s participation in the company s future growth. The expected dilution on conversion of options will be ~1.5%. Based on fair value, the issuance of options will result in an annual expenditure of ~ Rs mn, which is 2.9% of FY17 PAT. For For As the company proposes to issue upto 1.5 mn options (1.5% of paid-up capital) under CMD Stock Option Scheme - to V. Vaidyanathan, the company seeks shareholders approval to grant him stock options exceeding 1% of paid-up share capital. For For Dinesh Kanabar is the Founder and CEO of Dhruva Advisors. He was appointed as an on 6 January 2015 for three years. The company proposes to reappoint him for another five years, w. E. F.6 January His reappointment as an independent director for five years is in line with the statutory For For SBI Life Insurance Company Limited (SBI Life) seeks to modify its Articles of Association and give special rights to BNP Paribas Cardiff SA (BNP Paribas) to nominate one director on the board of the company if shareholding is 10% or more of the paid-up equity share capital, and a right to nominate up to two directors if shareholding is 18.8% or more of the paid-up equity share capital. BNP Paribas will also have the right to nominate a Deputy Chief Executive Officer for consideration of the Nomination and Remuneration Committee provided they hold at least 18.8% stake. The clauses, which are in line with current practices, will not significantly alter the current board composition. For For In order to streamline its structure and consolidate operations, Dalmia Bharat Limited (DBL) proposes to merge into OCL India Limited, a 74.7% listed (step-down) subsidiary. The merger will help simplify the operating structure and create one listed entity. Further, all the cement operations will be consolidated into one single operating cement company, leading to better synergies. The consideration paid by OCL India Limited is in line with the market value of Dalmia Bharat Limited. For For The buyback will enable the company to distribute surplus cash to its shareholders, and will improve return ratios. For For Timken s consideration is in line with peers. ABC has significant unutilized manufacturing capacities, which can be utilized by Timken. For Against The bank proposes to alter its ESOS scheme to align it to the provisions of SEBI s ESOP Guidelines. KVB has not disclosed the exercise price of the options. In the past the bank has issued options at significant discount to market price Assuming the balance ESOS are issued at face value, the cost of the ungranted KVB ESOS 2011 will be Rs 1.6 bn or 26.4% of the FY17 PAT, which is high. We do not favor stock option schemes where the exercise price is at a significant discount to market price. 73

74 14 February February February February March 2018 Housing Development Finance Corpn. Hikal Infosys Coromandel International Indian Oil Corpn. Details of Votes cast during the Financial Year (contd...) To approve increase in the authorised share capital to Rs. 3.7bn and consequent amendment to the Memorandum of Association To approve issue of 64.3 mn equity shares on a preferential basis at Rs per share to raise Rs bn To approve issue of equity shares by way of a Qualified Institutions Placement to Qualified Institutional Buyers to raise upto Rs bn To approve related party transaction with HDFC Bank regarding subscription to equity shares of HDFC Bank on a preferential basis upto an amount of Rs 85.0 bn Reappoint Jai Hiremath (DIN ) as Chairperson and Managing Director from 1 April 2018 until 30 September 2022 and fix his Reappoint Sameer Hiremath (DIN ) as Joint Managing Director and Chief Executive Officer from 1 April 2018 until 30 September 2022 and fix his Reappoint Shivkumar Kheny (DIN: ) as an with effect from 5 May 2018 until 30 September 2022 Reappoint Dr. Wolfgang Welter (DIN: ) as an with effect from 5 May 2018 until 30 September 2019 Appointment of Salil S Parekh (DIN: ) as CEO and MD for five years till 1 January 2023 and to fix his Redesignation of U B Pravin Rao (DIN: ) as COO and wholetime director To acquire Bio Pesticides business of E.I.D. - Parry (India) Limited by way of a slump sale for a consideration of Rs.3.03 bn To acquire E.I.D. Parry s shareholding in its whollyowned subsidiary, Parry America Inc for a consideration of Rs.354 mn Reappoint A Vellayan as Advisor to the company for five years from 31 January 2018 and fix his fee at Rs.18.0 mn Increase in the authorized share capital and consequent alteration to Articles and Memorandum of Association Against/ For For HDFC Ld. Proposes to increase its authorized capital to Rs 3.7 bn (1.85 bn shares of face value Rs 2 each) from Rs 3.5 bn (1.75 bn shares of face value Rs 2 each) and amend its MoA, to enable the preferential issue and QIP to QIBs proposed in resolution #2 and #3 below. For For The proceeds of the issue will be used to fund HDFC s Rs 85.0 bn investment in HDFC Bank (to maintain its holding in the bank) and for new business ventures. The proposed preferential issue will lead to a dilution of 3.9% on the expanded capital base, which is marginal. For For Assuming the QIP is at the same price as that of the preferential issue in Resolution #2 above, HDFC will issue 11.0 mn shares at Rs to raise Rs bn. The overall dilution on account of both issues will be 4.5% of the expanded capital base, which is marginal. For For At its EGM on 19 January 2018, HDFC Bank had proposed an issue of securities upto Rs 240 bn (including an issue of upto Rs 85 bn to its promoter HDFC ). This issue of shares and future ESOPs (of the Bank) would dilute the promoter HDFC s stake. HDFC Seeks shareholder approval for subscription to equity shares of HDFC Bank On a preferential basis upto an amount of Rs 85.0 bn to ensure its holding in the bank is not diluted any further. For For Jai Hiremath is Chairperson and the company s promoter. His reappointment is in line with all statutory While he was paid Rs mn in FY17, his FY18 is not ascertainable. His proposed FY19 is estimated at Rs mn. As advised, the pay-outs to Jai Hiremath in the past have been in line with industry peers. We expect the company will remain prudent while finalizing his and that it will remain commensurate with size and performance in future. For For Sameer Hiremath is the company s promoter and Chief Executive Officer. His reappointment is in line with all statutory While he was paid Rs mn in FY17, his FY18 is not ascertainable. His proposed FY19 is estimated at Rs mn. The pay-outs to Sameer Hiremath in the past have been in line with industry peers. We expect the company will remain prudent while finalizing his and that it will remain commensurate with size and performance in future. For Against Shivkumar Kheny, 70, has been associated with the company for an extended tenure of 20 years. We believe the length of the tenure is inversely proportionate to the independence of a director. If the company believes it will benefit from Shivkumar Kheny serving on its board, it should appoint him as non-independent director. For For Dr. Wolfgang Welter, 70, has been on the company s board for five years. His reappointment is in line with all the statutory For For The appointment of Mr. Salil S Parekh as CEO & MD is in line with statutory The proposed is in line with that being paid to Indian and global peers in the IT industry. For For Following the resignation of Vishal Sikka as MD and CEO, the board had nominated U. B. Pravin Rao to take charge as the MD and interim- CEO. With the appointment of Salil Parekh as the new MD & CEO of Infosys U. B. Pravin Rao will step down from this role and will be re-designated as the COO of Infosys. There will be no change in his or his employment terms. For For To improve strategic focus over the Bio Pesticides business, the Murugappa group has decided to transfer it to Coromandel International Limited (Coromandel) from E. I. D. - Parry (India) Limited (E. I. D. Parry). The acquisition is in line with the strategic decision of Coromandel to expand its crop protection business, provide access to the developed markets, provide integrated pest management solutions and deliver new products. For For Parry America Inc, USA, a wholly owned subsidiary of E. I. D. Parry, markets E. I. D. Parry s bio pesticide products to USA and Brazil. Following the decision to acquire Bio Pesticides business of E. I. D. Parry (see Resolution #1), Coromandel will acquire E. I. D. Parry s equity in Parry America Inc for an aggregate consideration of Rs. 354 mn. For For Following his retirement, Coromandel proposes to reappoint A Vellayan (promoter) as an Advisor to the company for five years and fix his fee at Rs mn. The proposed is commensurate with his role given the size and complexity of the business. For For The present authorized share capital of the company is Rs. 60 bn divided into 6 bn equity shares of Rs. 10 each. The company proposes to increase this to Rs. 150 bn divided into 15 bn equity shares of Rs. 10 each. This increase is essential for the issue of bonus shares. The increase in authorized capital will require amendment to the existing Clause 5 (A) of the Memorandum of Association and Article 6 of the Articles of Association. 74

75 07 March March March March March March March 2018 L & T Finance Holdings Bajaj Finance Details of Votes cast during the Financial Year (contd...) Issue one equity share as bonus for one equity share of Rs.10 each held in the company To issue equity for an amount up to Rs.10 bn by way of Qualified Institutional Placement (QIP) Preferential allotment of equity shares to Larsen & Toubro Limited (L&T), company s promoter, up to Rs.20.0 bn To increase the borrowing limit from Rs 750 bn to Rs 1,000 bn Creation of charges/mortgages on company s assets of Rs. 1,000 bn Bank Of Baroda EGM To issue up to mn equity shares at an issue price of Rs per share, aggregating up to Rs bn to the Government of India (GoI) on preferential basis State Bank Of India Techno Electric & Engineering Company F A G Bearings India Minda Industries EGM NCM NCM To issue up to mn equity shares at an issue price of Rs per share, aggregating up to Rs bn to the Government of India (GoI) on preferential basis Approve reverse merger of Techno Electric and Engineering Company Limited into Simran Wind Project Limited, a 100% subsidiary To approve scheme of amalgamation between INA Bearings India Pvt. and LuK India Pvt. with Schaeffler India Approve transfer of two-wheeler lighting business at Rasoi, Sonepat to Rinder India Private Limited, wholly-owned subsidiary, at not less than the book value of assets Reappoint Nirmal Minda as Chairperson and Managing Director for five years from 1 April 2018 to 31 March 2023 and fix his Against/ For For Post the bonus issue the equity share capital of the company will increase to Rs bn comprising 9.7 bn equity shares of Rs. 10 each. The issue will result in Rs bn capitalized from the reserves of the company. For For Assuming the QIP is at the same price as that of the preferential issue in Resolution #2, the company will issue 53.9 mn shares at Rs to raise Rs bn. The dilution on account of issue of equity shares will be 2.9%. The overall dilution on account of both issues (resolution #2) will be 8.1% of the expanded capital base. For For The issue of shares as proposed in resolution #1 will dilute the promoter L&T s stake. To maintain the promoter stake, the company proposes to make a preferential allotment to L&T of up to Rs bn. The overall dilution on account of both issues will be 8.1% of the expanded capital base. Post the issue, there will be a marginal increase in L&T s holding in the company. For For As on 30 September, BFL had a debt of Rs bn as against a networth of Rs bn. BFL is well capitalized - its overall capital adequacy ratio of 24.8% is much higher than RBI s minimum requirement of 15%. Further, BFL s debt is rated CRISIL AAA/Stable/ CRISIL A1+, which indicates the highest degree of safety regarding timely servicing of financial obligations. For For The terms of borrowing, interest rates etc. For secured loans tend to be better than those for unsecured loans. For For The issue price of Rs per share is at a 11.9% premium to the current market price (Rs closing price on 21 February 2018). Existing shareholders will get diluted by 12.9%. We believe GoI s equity infusion is necessary to support growth and the bank s capital adequacy levels. Bank of Baroda s CRAR as on 31 December was 11.55%. For For The issue price of Rs per share is at a 10.2% premium to the current market price (Rs closing price on 21 February 2018). Existing shareholders will get diluted by 3.3%. We believe GoI s equity infusion is necessary to support growth and the bank s capital adequacy levels. State Bank of India s CRAR as on 31 December was 12.68%. For For Simran Wind Project Limited (SWPL) was acquired by Techno Electric and Engineering Company Limited (Techno) from Suzlon Energy Limited s promoters in SWPL was held as a separate entity to facilitate investments by external investors seeking exposure to renewable energy investments. The external investors have since been bought over by Techno. The merger will simplify the holding structure and improve operational efficiency. Since the reverse merger is with a wholly-owned subsidiary, there will be no impact on consolidated financials. For For The proposed merger will consolidate Schaeffler Group s entire India operations into a single entity and equity shares will be issued to shareholders of INA Bearings and LuK India (wholly owned subsidiaries of Schaeffler AG), which will cease to exist after the proposed amalgamation. The merger is capable of creating a diversified portfolio of offerings in the merger entity, which is capable of delivering both revenue and costs synergies, as envisaged by the management. The valuations assigned to INA Bearings and LuK India is comparable to industry peers and recent deal in the sector. For For As the transfer is to a wholly-owned subsidiary, there will be no impact on consolidated financials, nor on the economic interest of shareholders. For For Mr. Nirmal Minda's expertise and experience would help company deliver long term objectives and create value for shareholders. Mr. Minda s estimated FY19 of Rs mn is in line with peers. Summary of proxy votes cast by Mutual Funds/AMCs across all the investee companies Summary of Votes cast during the F.Y. -18 F.Y. Quarter Total no. of Break-up of Vote decision resolutions For Against ed April to June July to September October to December January to March Total

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