aditya birla sun life mutual fund meeting …...details of proxy voting excercised by aditya birla...

Meeting date Company Name Type of Meetings {Annual General

Meeting (AGM) / Extra Ordinary

General Meeting (EGM) / Court

Convened Meeting (CCM) / Postal

Ballot (PB)}

Proposal by Management or

Shareholder

Proposal's description Investee

Company's

Management

Recommendation

Vote (For/ Against/

Abstain)

Reason supporting the vote decision

03-Apr-17 Bombay Stock Exchange Ltd Postal Ballot Shareholder Appointment Of Mr. Roland Schwinn (DIN: 07728316) As A Shareholder

Director

For For In line with regulatory requirements

03-Apr-17 Bombay Stock Exchange Ltd Postal Ballot Shareholder Appointment Of Mr. Kuldip Singh Dhingra (DIN: 00048406) As A Shareholder

Director

For For In line with regulatory requirements

03-Apr-17 IFGL Refractories Ltd Court Meeting Management Approve reverse merger of IFGL Refractories Limited (holding company) with

its 51% subsidiary, IFGL Exports Limited

For For Consolidation of operations under on entity at attractive terms for shareholders.

06-Apr-17 Grasim Industries Court Meeting Management 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.

For For Aditya Birla Nuvo Ltd will merge into Grasim Industries Ltd and subsequently there will be partial demerger and

listing of financial service business into Aditya Birla Financial Services business.

The transaction provides following benefits to Grasim Industries: 1) Deployment of surplus cash generates every

year into growth business Grasim Industries has two key lines of business - Cement (held through subsidiary

Ultratech Cement) and VSF & Chemicals. Both these businesses are self-sufficient in terms of capital generation

and requirements. In fact, VSF & Chemicals businesses are generating surplus cash which cannot be entirely

deployed in existing business. Addition of Financial services business through the transaction provides

opportunity to utilize the capital into a rapidly growing business which would regularly require capital.

This step is quite similar to the one adopted earlier through acquisition of Ultratech cement from L&T in 2003

whereupon surplus cash from VSF business was utilized to build the largest cement business in India. This

strategy has created significant shareholder value in past. 2) Strong parentage to provide competitive advantage

to ABFS businesses A parent with strong Balance Sheet and surplus cash generating capability should help

strengthen rating profile of the NBFC business within ABFS businesses. This, in turn, would provide significant

advantage in a competitive market in form of lower borrowing costs et al. 3) Significantly improved liquidity and

enhanced weightage in prominent indices

The combined entity would have larger market cap and shareholder base which would improve liquidity in the

stock. In addition, large market cap would warrant higher weightage in prominent indices like NSE Nifty,

Sensex, MSCI India etc. which encourages higher institutional participation. Hence, we believe that this

transaction is in favour of long term investors in the stock, notwithstanding any short-term vicissitudes of the

markets.

07-Apr-17 Satin Credit Care Extraordinary General Meeting Management To increase in share capital to Rs. 1.4 bn from Rs. 1.3 bn and amend capital

clause of MoA and AoA.

For For Positive for Business and Capital ratios

07-Apr-17 Satin Credit Care Extraordinary General Meeting Management Issuance of fully convertible warrants on preferential basis to the persons

belonging to promoters category


07-Apr-17 Satin Credit Care Extraordinary General Meeting Management To approve preferential allotment of 1.6 mn shares to ADB at Rs. 416.67 per

share


10-Apr-17 Aditya Birla Nuvo Ltd Court Meeting Management To approve scheme of amalgamation between Aditya Birla Nuvo Ltd. and

Grasim Industries Ltd. and Aditya Birla Financial Services Ltd. and their

respective shareholders and creditors

For For Positive from long-term perspective. 1) Credit Rating improvement considering Grasim’s parentage. 2) Financial

Services segment needs equity capital for growth which can be pumped from Grasim at various time frame.3)

The proposed restructuring will provide an opportunity for ABNL shareholders to participate in Grasim’s steady

cash generating businesses with established leadership position in India, while enabling its growth businesses to

grow at a faster pace.4) Post listing, ABFSL will have flexibility to raise funds including independently from the

capital markets to meet its growth requirements. 5) The proposed restructuring will also lead to the consolidation

of similar businesses of Grasim and ABNL, namely chemicals and textiles. As a result, the presence in the

textiles value chain will expand.

15-Apr-17 DCB Bank Ltd Postal Ballot Management To issue equity shares to Qualified Institutional Buyers for an amount not

exceeding Rs. 4.0 bn

For For Positive for Business growth and capital ratio

15-Apr-17 DCB Bank Ltd Postal Ballot Management To approve change in place of keeping and inspection of registers, returns etc.,

other than at the Registered Office of the Bank

For For Routine resolution

15-Apr-17 Tata Consultancy Services Ltd Postal Ballot Management Buyback of upto 56.1 mn equity shares at Rs. 2850 per share (face value Rs. 1)

through a tender offer, aggregate consideration not to exceed Rs 160 bn

For For The proposed buyback aggregates ~2.85% of issued and paid-up equity capital and will result in funds usage of

an estimated Rs. 160.0 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

17-Apr-17 Sun Tv Network Ltd Postal Ballot Management Reappoint K. Vijaykumar (DIN: 03578076) as Managing Director and Chief

Executive Office for a term of five years from 20 April 2017 and fix his

remuneration

For For His proposed maximum remuneration of Rs. 15.2 mn is commensurate with the size and complexity of

responsibilities and is comparable to peers

17-Apr-17 Sun Tv Network Ltd Postal Ballot Management Reappoint Kalanithi Maran as Executive Chairperson for a term of five years

from 20 April 2017 and fix his remuneration

For Abstain Together Kalanithi Maran and Ms. Kavery Kalanithi, were paid an aggregate amount of Rs. 1429 mn in FY16

(Rs.1225 mn in FY15) as remuneration, which is ~15.4% of consolidated FY16 net profits. The quantum of

remuneration is excessive, and the aggregate amount paid to these two directors accounts for 52.6% of the total

employee expenses in FY16.

17-Apr-17 Sun Tv Network Ltd Postal Ballot Management Reappoint Ms. Kavery Kalanithi as an Executive Director for a term of five

years from 20 April 2017 and fix her remuneration

For Abstain Ms. Kavery Kalanithi’s proposed remuneration estimated at Rs. 915.2 mn is higher than peers. We recommend

that companies disclose an absolute cap on the amount of variable pay that is proposed to be paid to directors

20-Apr-17 Crisil Ltd Annual General Meeting Management a) Adoption of standalone financial statements for the year ended 31 December

2016

b) b. Adoption of consolidated financial statements for the year ended 31

December 2016

For For Routine Resolution

20-Apr-17 Crisil Ltd Annual General Meeting Management To declare final dividend of Rs.9 and confirm payment of three interim

dividends aggregating Rs.18 per equity share (face value Re.1)


20-Apr-17 Crisil Ltd Annual General Meeting Management Reappoint Douglas L. Peterson (DIN 05102955) as Non-Executive Non-

Independent Director

For For Reappointment

Details of Proxy Voting Excercised by Aditya Birla Sun Life AMC Limited during F.Y. 2017-18

ADITYA BIRLA SUN LIFE MUTUAL FUND





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




20-Apr-17 Crisil Ltd Annual General Meeting Management Appointment of Walker Chandiok & Co LLP as statutory auditors for a term of

five years

For For CRISIL proposes to appoint Walker Chandiok & Co LLP as statutory auditors. The previous statutory auditors

S.R. Batliboi & Co are retiring as they have completed a term of ten years (since 2007).

The appointment is in line with our Voting Policy on Auditor Rotation and in the spirit of section 139 of the

Companies Act 2013.

20-Apr-17 Crisil Ltd Annual General Meeting Shareholder Appoint Martina Cheung (DIN 07551069) as Non-Executive Non-Independent

Director

For For Martina Cheung is Executive Managing Director and Head of Risk Services, S&P Global Inc. She was appointed

as Additional Director effective 19 July 2016. Her appointment is in line with all statutory requirements

20-Apr-17 Crisil Ltd Annual General Meeting Shareholder Appoint John L Berisford (DIN 07554902) as Non-Executive Non-Independent

Director

For For John L Berisford is the Chairperson, S&P Global Ratings US. He was appointed as Additional Director effective

19 July 2016. His appointment is in line with all statutory requirements.

20-Apr-17 Crisil Ltd Annual General Meeting Management Approve commission to Non-Executive directors of upto 1% of net profits For For Since 2013, the company paid commission to Non-Executive Directors between 0.4%

and 0.5% of net profit. The aggregate commission paid has ranged between Rs.8.6

mn and Rs.12.4 mn since 2013. The company has not capped the absolute amount of

commission payable to its Non-Executive Directors.

20-Apr-17 Crisil Ltd Annual General Meeting Management Amend the CRISIL Employee Stock Option Scheme 2014 by revising the

exercise

price to either face value or market price, and making it compliant with SEBI

(Share Based Employee Benefits) Regulations, 2014

For Abstain The amendment will allow CRISIL to issue stock options at either face value or market price. This is a

deterioration from the company’s earlier practice of issuing stock options at market price.

21-Apr-17 Fag Bearings (India) Ltd Annual General Meeting Management Consideration of the Balance Sheet, Profit & Loss Account and the Report of

Directors and Auditors thereon for the year ended on 31.12.2016


21-Apr-17 Fag Bearings (India) Ltd Annual General Meeting Management To declare dividend of Rs 12 per equity share of face value Rs 10 For For Good practice to share profits with share holders

21-Apr-17 Fag Bearings (India) Ltd Annual General Meeting Management Re-appoint Klaus Rosenfeld as a Non-Executive Non-Independent Director 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. His reappointment is in line with all the statutory requirements.

21-Apr-17 Fag Bearings (India) Ltd Annual General Meeting Management Re-appoint R. Sampath Kumar as a Non-Executive Non-Independent Director 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 2011. Then, he was appointed as a Non-Executive Non-Independent

Director on the board. His reappointment is in line with all the statutory requirements.

21-Apr-17 Fag Bearings (India) Ltd Annual General Meeting Management Ratify BSR & Co LLP as statutory auditors of the company for one year For For The reappointment is line with the provisions of section 139 of the Companies Act 2013.

21-Apr-17 Fag Bearings (India) Ltd Annual General Meeting Management Approve related party transactions with Schaeffler Technologies AG & Co. KG

Germany for three years (upto 2019) of upto Rs. 6.6 bn for 2017 with an annual

increment of 15% over previous year.

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.

21-Apr-17 Fag Bearings (India) Ltd Annual General Meeting Management Approve remuneration of Rs. 0.1 mn for cost auditor in 2017 For For The board has approved the appointment of Y.S. Thakar & Co. as cost auditors for 2017 for a total remuneration

of Rs. 0.1 mn (excluding service tax and reimbursement of out-of-pocket expenses). The remuneration is

reasonable.

21-Apr-17 Fag Bearings (India) Ltd Annual General Meeting Management Appoint Dharmesh Arora as Executive Director For For Dharmesh Arora (DIN: 05350121), 49, has over 27 years of experience in Automotive Industry. His appointment

meets all statutory requirements.

21-Apr-17 Fag Bearings (India) Ltd Annual General Meeting Management Appoint Dharmesh Arora as Managing Director for five years w.e.f. 6 March

2017 and fix his remuneration

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 remuneration of Rs. 20.2mn for 2017 and upto Rs. 29.4mn till 2021 is in line with peers and

commensurate with the scale of operations.

24-Apr-17 Hexaware Technologies Ltd Annual General Meeting Management Adoption of financial statements for the year ended 31 December 2016 For Abstain Routine proposal

24-Apr-17 Hexaware Technologies Ltd Annual General Meeting Management To confirm interim dividends aggregating to Rs.5.5 per equity share (face value

Rs.2)

For For Hexaware Technologies Limited (Hexaware) has paid interim dividends aggregating to Rs.5.5 per equity share of

face value Rs.2.0 for the year ended 31 December 2016. The total dividend outflow including dividend tax is

Rs.2.0 bn. The dividend payout ratio is 56.1%.

24-Apr-17 Hexaware Technologies Ltd Annual General Meeting Management Reappoint P R Chandrasekar as Non-Executive Non-Independent Director For For P R Chandrasekar was Vice-Chairperson. He serves as a Director of Caliber Point Business Solutions Ltd. He is

liable to retire by rotation and his reappointment is in line with all statutory requirements

24-Apr-17 Hexaware Technologies Ltd Annual General Meeting Management Reappoint Atul Nishar as Non-Executive Non-Independent Director For For Atul Nishar is the Chairperson. He is liable to retire by rotation and his reappointment is in line with all statutory

requirements

24-Apr-17 Hexaware Technologies Ltd Annual General Meeting Management Appoint Price Waterhouse Chartered Accountants LLP as statutory auditors for

a period of five years and fix their remuneration

For For Price Waterhouse Chartered Accountants LLP’s appointment is in line with our Voting Policy on Auditor

Rotation and with the requirements of Section 139 of the Companies Act 2013.

24-Apr-17 Hexaware Technologies Ltd Annual General Meeting Shareholder Reappoint Bharat Shah as an Independent Director for three years from 17

October 2016

For Abstain Bharat Shah is the Chairperson of HDFC Securities Limited. He has attended 67% of the board meetings held in

2016 and 72% of the board meetings held over a three-year period. We expect directors to take their

responsibilities seriously and attend all meetings: we recommend voting for only if the director has attended at

least 75% of the board meetings held over the previous three-year period.

24-Apr-17 Hexaware Technologies Ltd Annual General Meeting Shareholder Reappoint Dileep Choksi as an Independent Director for three years from 17

October 2016

For For Dileep Choksi is the Chief Mentor of C.C. Chokshi Advisors Private Limited. His reappointment is in line with

all statutory requirements

24-Apr-17 Hexaware Technologies Ltd Court Meeting Management Approve merger of Risk Technology International Limited (wholly-owned

subsidiary) with Hexaware Technologies Limited

For For The capital structure and shareholding pattern of Hexaware Technologies Limited post the merger will remain

the same since the entire share capital held by it in Risk Technology International Limited will be cancelled.

There will be no issue of shares and hence no dilution for public shareholders. The merger will simplify the

holding structure and improve operational efficiency.





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




24-Apr-17 Reliance Infra.Ltd Postal Ballot Management Issue of securities through qualified institutions placement (QIP) on a private

placement basis to qualified institutional buyers (QIBs) for an amount not

exceeding Rs 20.0 bn

For For With a view to increase its presence in the defence sector, to reduce its debt and strengthen its networth, Reliance

Infrastructure (RInfra), proposes to issue further capital by way of a qualified institutions placement (QIP) for an

amount not exceeding Rs 20.0 bn. If RInfra raises the entire Rs 20.0 bn at current market prices, it will issue

~34.6 mn equity shares. This will lead to a 11.6% dilution on the expanded capital base for existing shareholders

including promoters.

24-Apr-17 Reliance.Comm.Ltd Court Meeting Management To approve Composite Scheme of Arrangement between Reliance

Communications Limited and Reliance Telecom Limited and Aircel Limited

and Dishnet Wireless Limited and Deccan Digital Networks Private Limited

and South Asia Communications Private Limited and their respective

shareholders and creditors

For Abstain A complicated Scheme of Arrangement, without sufficient information that could have enabled shareholders to

take an informed and judicious decision

24-Apr-17 Tube Investments Court Meeting Management Demerger of financial services business of Tube Investments of India Limited

(Tube) to TI Financial Holdings Limited, a wholly-owned subsidiary

For For TI Financial Holdings Limited (TIFHL) will house the company’s financial services business that accounts for

about 45% of total revenues and operates at 14% net profit margin. The company proposes to unlock value by

demerging the financial services business and listing it. 1 equity share of TIFHL shall be issued for every 1

equity share held in Tube. Since the shareholding of TIFHL will mirror that of Tube, all shareholders of Tube will

receive equitable treatment.

26-Apr-17 Talwalkar Bett.Val.Fit.L Postal Ballot Management Demerge and transfer the gym business of Talwalkars Better Value Fitness

Limited (TBVFL) to Talwalkars Lifestyles Limited (TLL), a wholly owned

subsidiary

For For Since the shareholding of TLL will mirror that of TBVFL, all shareholders will receive equitable treatment.

27-Apr-17 IDBI Bank Ltd Extraordinary General Meeting Management i) To issue up to 247.5 mn equity shares at an issue price of Rs. 76.77 per share,

aggregating up to Rs. 19.0 bn to The Government of India (GoI) on preferential

basis;

ii) To issue up to 78.2 mn equity shares at an issue price of Rs. 76.77 per share,

aggregating up to Rs. 6.0 bn to financial institutions including insurance

companies, banks and mutual funds on preferential basis

For For Positive for Capital ratio

27-Apr-17 Fortis Healthcare Ltd Court Meeting Management Demerge the SRL diagnostic business from the parent company Fortis

Healthcare into another listed entity Fortis Malar Hospitals Ltd. and do allow

the directors to do all such acts, deeds matter and things necessary for the said

demerger

For For Demerged entity would lead to better value discovery of SRL – one of the India’s largest Diagnostics Franchise

27-Apr-17 Talwalkar Bett.Val.Fit.L Court Meeting Management Demerge and transfer the gym business of Talwalkars Better Value Fitness

Limited (TBVFL) to Talwalkars Lifestyles Limited (TLL), a wholly owned

subsidiary

For For Since the shareholding of TLL will mirror that of TBVFL, all shareholders will receive equitable treatment.

27-Apr-17 Mahindra Cie Automotiv Annual General Meeting Management Adoption of accounts for the year ended 31 December 2016 For For Routine Resolution

27-Apr-17 Mahindra Cie Automotiv Annual General Meeting Management Re-appoint Zhooben Dosabhoy Bhiwandiwala as Director For For His re-appointment is in line with the statutory requirements.

27-Apr-17 Mahindra Cie Automotiv Annual General Meeting Management Re-appoint Antonio Maria Pradera Jauregui as Director For For His re-appointment is in line with the statutory requirements.

27-Apr-17 Mahindra Cie Automotiv Annual General Meeting Management Appoint Price Waterhouse Chartered Accountants LLP as statutory auditors for


For For Price Waterhouse Chartered Accountants LLP’s appointment is in line with Voting Policy on Auditor Rotation

and within the requirements of Section 139 of the Companies Act 2013.

27-Apr-17 Mahindra Cie Automotiv Annual General Meeting Shareholder Appoint Ander Arenaza Álvarez as Director For For His appointment is in line with the statutory requirements.

27-Apr-17 Mahindra Cie Automotiv Annual General Meeting Management Approve remuneration payable to Ander Arenaza Álvarez as Whole-Time

Director w.e.f. 1 April 2017 until 12 September 2019

For For His appointment is in line with the statutory requirements.

27-Apr-17 Mahindra Cie Automotiv Annual General Meeting Management Approve remuneration of Rs. 1 mn payable to Dhananjay Joshi & Associates,

cost auditors for FY17

For For The proposed remuneration is commensurate with the size and complexity of the business.

30-Apr-17 V Guard Industries Limited Postal Ballot Management To amend the Object Clause of the Memorandum of Association (MOA) of the

company

For For to increase their presence in the home and kitchen appliances category which is good for long term value creation

30-Apr-17 V Guard Industries Limited Postal Ballot Management To amend the Liability Clause of the Memorandum of Association (MOA) of

the company

For For To align existing Moa company Proposes to align Liability clause

30-Apr-17 V Guard Industries Limited Postal Ballot Management Create charges/mortgages/encumbrances on assets of the company upto Rs. 7.5

bn

For For Secured loans typically have easier repayment terms, less restrictive covenants, and marginally lower interest

rates

30-Apr-17 V Guard Industries Limited Postal Ballot Management To add 0.2mn stock options to Employee Stock Option Scheme, 2013 (ESOS

2013)

For For The cost impact of incremental options will be Rs. 36.9 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. Good policy to Give esop to shareholders

03-May-17 Pi Industries Limited Postal Ballot Management Appoint Salil Singhal, Chairman Emeritus as Advisor for a period of 5 years

and to fix his remuneration at Rs.14.4mn annually

For For Given Salil Singhal’s business insights, and counter-party relationships, we believe his continuing support to PI

Industries will be in the long-term interest of the company.

04-May-17 Advanced Enzyme Tech Postal Ballot Management To approve sub-division of equity share capital For For Proposed subdivision would improve liquidity in the stock

04-May-17 Advanced Enzyme Tech Postal Ballot Management Amendment in capital clause V of the Memorandum of Association to reflect

the sub-division of equity share capital

For For Required as per regulations

04-May-17 Advanced Enzyme Tech Postal Ballot Management Approve grant of stock options to the employees of subsidiaries of the company

under AETL - Employee Stock Option Scheme 2015 (AETL – ESOS 2015)

For For Resolution would lead to granting stock options to employees of subsidiaries too under the existing scheme.

Maximum dilution is around 0.9%

04-May-17 Advanced Enzyme Tech Postal Ballot Management Approve AETL Employees Incentive Plan 2017 under which stock options/

SARs will be issued through trust route

For For Grant of stock options would lead to a maxium dilution of 3.9% only over a 4 year timeframe whereas it a great

way to motivate and retain key talent within the organization

04-May-17 Advanced Enzyme Tech Postal Ballot Management Approve grant of stock options/ SARs to the employees of subsidiaries of the

company under AETL Employees Incentive Plan 2017

For For Grant of stock options stated above in point 4 is being extended to employees of subsidiaries in a separate

resolution as required

04-May-17 Advanced Enzyme Tech Postal Ballot Management Authorize AETL Employees’ Welfare Trust for secondary acquisition of the

company’s shares as per AETL Employees Incentive Plan 2017

For For The secondary acquisition will not exceed the limits prescribed under the SEBI (SBEB) Regulations, 2014.

04-May-17 Navkar Corporation Ltd Postal Ballot Management Approval for variation in terms of Objects of the Issue For For Company has decided to utilize the amount of Rs 49crs and Rs 17crs earlier earmarked for plant & machinery

and contingencies respectively, for repayment of borrowings.

This seems fair as certain machinery isn't required in the near future and it is put forth for reducing its liabilities.

05-May-17 Sanofi India Ltd Annual General Meeting Management Adopt the financial statements for the year ended 31 December 2016 For For Routine Resolution

05-May-17 Sanofi India Ltd Annual General Meeting Management Confirm interim dividend of Rs.18.0 per equity share (face value Rs.10.0) and

declare final dividend of Rs.50 per equity share

For For Routine Resolution. Payout ratio is 63.5%

05-May-17 Sanofi India Ltd Annual General Meeting Management Reappoint Lionel Guerin as Director, liable to retire by rotation For For Appointment is in-line with Companies Act, 2013





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




05-May-17 Sanofi India Ltd Annual General Meeting Management Retirement of Francois Briens as Director For For Routine Resolution

05-May-17 Sanofi India Ltd Annual General Meeting Management Appoint M/s. Price Waterhouse & Co as Statutory Auditors of the Company for

five years

For For Appointment is in-line with Companies Act, 2013

05-May-17 Sanofi India Ltd Annual General Meeting Shareholder Appoint Cyril Grandchamp-Desraux as Non-Executive Non-Independent

Director

For For Appointment is in line with Companies Act

05-May-17 Sanofi India Ltd Annual General Meeting Shareholder Appoint Thomas Rouckout as Non-Executive Non-Independent Director For For Appointment is in line with Companies

05-May-17 Sanofi India Ltd Annual General Meeting Management Increase the limit of related party transaction with Sanofi-Aventis Singapore

Pte. Ltd from Rs.11 bn to Rs.20 bn annually

For For The proposed related party transactions are in ordinary course of business and at arm’s length

05-May-17 Sanofi India Ltd Annual General Meeting Management Ratify remuneration to DC Dave & Co. as cost auditors for 2017 For For Remuneration to cost auditors is commensurate to the size of the company

05-May-17 Ramakrishna Forgings Ltd Postal Ballot Management Approval to pay the remuneration approved in FY16 AGM to Mahabir Prasad

Jalan, Chairperson of the company as minimum remuneration

For For His remuneration has been aligned with the company’s overall performance and peers in the past and I believe

that the company will be prudent and will continue to do so during his tenure.

05-May-17 Ramakrishna Forgings Ltd Postal Ballot Management Approval to pay the remuneration approved in FY16 AGM to Naresh Jalan,

Managing Director of the company as minimum remuneration

For For His remuneration has been aligned with the company’s overall performance and peers in the past and I believe

that the company will be prudent and will continue to do so during his tenure.

06-May-17 Andhra Bank Extraordinary General Meeting Management To issue up to 191.64 mn equity shares at an issue price of Rs. 57.4 per share,


basis

For For Positive for Business Growth and Capital ratio

06-May-17 Andhra Bank Extraordinary General Meeting Management Approve fund raising through qualified institutional placement and/or follow on

public offering


08-May-17 Tata Chemicals Ltd Court Meeting Management Slump sale of the urea and customized fertilizers business at its Babrala plant to

Yara Fertilisers India Private Limited

For For Tata Chemicals Limited (TCL) proposes to divest its urea and customized fertilizers business at Babrala, Uttar

Pradesh, as a going concern on a slump sale basis to Yara Fertilisers India Private Limited (YFIPL) for Rs.26.7

bn. YFIPL is engaged in the business of import, sale and distribution of plant nutrition products in India. Tata

Chemicals Limited (TCL) proposes to divest its urea and customized fertilizers business at Babrala, Uttar

Pradesh, as a going concern on a slump sale basis to Yara Fertilisers India Private Limited (YFIPL) for Rs.26.7

bn. YFIPL is engaged in the business of import, sale and distribution of plant nutrition products in India.

09-May-17 Abb India Ltd Annual General Meeting Management Adoption of Financial Statements and Reports of the Board of Directors and the

Auditors thereon.


09-May-17 Abb India Ltd Annual General Meeting Management Declaration of Dividend. For For Routine resolution

09-May-17 Abb India Ltd Annual General Meeting Management Appointment of a Director For For Good Candidature

09-May-17 Abb India Ltd Annual General Meeting Management Appointment of Auditors Messrs B S R & Co. LLP, Chartered Accountants

(Firm Registration No.101248W/W-100022) as Statutory Auditors.

For For In line with market standards

09-May-17 ABB India Ltd Annual General Meeting Management Commission to the Non-Executive Directors of the Company. For For In line with market standards

09-May-17 ABB India Ltd Annual General Meeting Management Ratification of remuneration to the Cost Auditor of the Company for Financial

Year 2017.

For For In line with market standards

09-May-17 ABB India Ltd Annual General Meeting Management Alteration of the Objects Clause of the Memorandum of Association of the

Company.

For For General business practice

09-May-17 ABB India Ltd Annual General Meeting Management To consider adoption of new set of Articles of Association of the Company. For For General business practice

09-May-17 Zee Entertain - Preference Share Ncps Court Meeting Management To approve Composite Scheme of Arrangement among Reliance Big

Broadcasting Private Limited; and Big Magic Limited; and Azalia Broadcast

Private Limited; and Zee Entertainment Enterprises Limited; and their

respective Shareholders

and Creditors (“Scheme”)

For For In the proposed Composite Scheme of Arrangement, all the requirement prescribed by the law are complied with.

On face of it the entire deal as per size may appear to be totally non-material looking into the fact that only about

39.49 lacs preference shares are being issued valued at ₹ 3.95 Crore which is non-material taking into account

existing preference capital of ₹ 2,000 Crore+.

09-May-17 Zee Entertain Ent Court Meeting Management To approve Composite Scheme of Arrangement among Reliance Big

Broadcasting Private Limited; and Big Magic Limited; and Azalia Broadcast

Private Limited; and Zee Entertainment Enterprises Limited; and their

respective Shareholders

and Creditors (“Scheme”)

For For In the proposed Composite Scheme of Arrangement, all the requirement prescribed by the law are complied with.

On face of it the entire deal as per size may appear to be totally non-material looking into the fact that only about

39.49 lacs preference shares are being issued valued at ₹ 3.95 Crore which is non-material taking into account

existing preference capital of ₹ 2,000 Crore+.

09-May-17 Kotak Mahindra Bank Extraordinary General Meeting Management To increase ceiling limit on total holdings of FII / FPIs to a maximum of 49% of

the paid-up capital


09-May-17 Kotak Mahindra Bank Extraordinary General Meeting Management To issue securities upto 62.0 mn equity shares by way of public issue / private

placement / rights issue or qualified institutions placement


11-May-17 Nestle India Ltd Annual General Meeting Management Adoption of Financial Statements for the year ended 31st December, 2016 For Abstain Board best positioned to decide

11-May-17 Nestle India Ltd Annual General Meeting Management Confirm payment of three interim dividends and declare final dividend for the

year 2016.

For For Good Policy to share profits with shareholders.

11-May-17 Nestle India Ltd Annual General Meeting Management Re-appointment of Mr. Shobinder Duggal, who retires by rotation, For For He is the CFO of the company and has done lot of value addition. Has been regular to all meetings and

compensation is in line with industry

11-May-17 Nestle India Ltd Annual General Meeting Management Appointment of M/s. BSR & Co. LLP, Chartered Accountants as Auditors and

fixing their remuneration.

For Abstain Board best positioned to decide

11-May-17 Nestle India Ltd Annual General Meeting Management Ratification of remuneration of M/s. Ramanath Iyer & Co, Cost Auditors. For Abstain Board best suited; remuneration in line with industry

11-May-17 Nestle India Ltd Annual General Meeting Shareholder Appointment of Mr. Martin Roemkens (DIN: 07761271) as a Director. For For Director- Technical, Nestle India Ltd ;

Over 20 years of rich and exhaustive experience in Technical and Production functions and has held senior

management positions during his career

11-May-17 Nestle India Ltd Annual General Meeting Management Appointment and the terms and conditions of appointment of Mr. Martin

Roemkens (DIN: 07761271) as a Whole-Time Director, designated as ‘Director-

Technical’.

For For Director- Technical, Nestle India Ltd ;

Over 20 years of rich and exhaustive experience in Technical and Production functions and has held senior

management positions during his career





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




11-May-17 Nestle India Ltd Annual General Meeting Shareholder Appointment of Ms. Rama Bijapurkar (DIN: 00001835) as an Independent Non-

Executive Director

For For She has her own independent market strategy consulting practice ;

Over 30 years of experience in market strategy consulting and market research

11-May-17 ITD Cementation Annual General Meeting Management Adoption of standalone and consolidated accounts for the year ended 31

December 2016

For For Routine Business

11-May-17 ITD Cementation Annual General Meeting Management Declare final dividend of Re. 0.3 per equity share (face value Re. 1.0) For For Routine Business

11-May-17 ITD Cementation Annual General Meeting Management Reappoint Premchai Karnasuta as a Non-Executive Non-Independent Director For For Good Candidature

11-May-17 ITD Cementation Annual General Meeting Management Reappoint Walker Chandiok & Co LLP as statutory auditors for five years For For Good Candidature

11-May-17 ITD Cementation Annual General Meeting Management Approve remuneration of Rs. 0.5 mn for cost auditor in 2017 For For In line with standard Business practice

11-May-17 ITD Cementation Annual General Meeting Management Approve the conversion of loan into equity of the company, on the occurrence

of default by the company to implement Strategic Debt Restructuring (SDR)

For For In course of business requirement

11-May-17 IIFL Holdings Ltd Court Meeting Management Approval of Scheme of Arrangement between IIFL Holdings

Limited and 5Paisa Capital Limited and their respective

Shareholders

For For The Company proposes to transfer its '5Paisa Digital Undertaking' to 5Paisa Capital Limited, a wholly owned

subsidiary of the Company for non-monetary consideration by way of shares in the ratio of 1:25. As the sale of

business is to a wholly owned subsidiary company, which will be listed post transfer of undertaking and

shareholding pattern of Resulting Company will represent mirror image of Demerged Company

11-May-17 Jindal Steel & Power Ltd Postal Ballot Management Preferential issuance of warrants to Opelina Finance and Investment Limited, a

promoter group entity

For Abstain Capital raising is contingent on promoters being in the money

11-May-17 Jindal Steel & Power Ltd Postal Ballot Management Preferential allotment of equity shares to Nalwa Steel & Power Limited For Abstain We do not encourage increasing cross holdings.

12-May-17 HCLTechnologies Ltd Postal Ballot Management Buyback of equity shares upto Rs.35 bn at a price of Rs. 1000 per share through

a tender offer

For For At the buyback price of Rs.1000 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

12-May-17 Dish Tv Ind Court Meeting Management Approval of Scheme of Arrangement. Resolution approving Scheme of

Arrangement Pursuant to Sections 230 to 232 of the Companies Act, 2013 read

with Rule 6 of the Companies (Compromises, Arrangements and

Amalgamations) Rules, 2016 and other applicable provisions, if any, of the

Companies Act, 2013 and / or applicable provisions of Companies Act, 1956,

among Videocon D2h Limited (“Transferor Company”) and Dish TV India

limited (“Transferee Company”) and their respective Shareholders and

Creditors

For Abstain Technical concern - Information given is not sufficient to take informed decision about the valuation of each

companies arrived at and the exchange ratio

16-May-17 J. Kumar Infraproject Ltd Postal Ballot Management Extend the Rs. 900 mn contract to purchase a 50,000 square feet corporate

office at Vile Parle, Mumbai from J.Kumar Developers Ltd (a related party) for

a three-year period

For For Need extention as the work has not been completed

16-May-17 J. Kumar Infraproject Ltd Postal Ballot Management Renew leave and licence agreements with Jagdishkumar Madanlal Gupta and

Kamal Jagdish Gupta (promoters) for occupying five premises for a further

period of 36 months


16-May-17 J. Kumar Infraproject Ltd Postal Ballot Management Approve leave and licence agreements with Jagdishkumar Madanlal Gupta and

Kusum Jagdish Gupta (promoters) for occupying two premises for a period of

33 months and 36 months


16-May-17 J. Kumar Infraproject Ltd Postal Ballot Management Sub-contract the execution of Pulgoan project at Yavatamal to Govind Dabriwal

(related party)

For For In course of business

16-May-17 Motherson Sumi Systems Ltd. Postal Ballot Management 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

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.

19-May-17 Credit Analysis & Research Ltd.

(Care)

Postal Ballot Management To change the name of the company from Credit analysis and Research Ltd. to

CARE Ratings


24-May-17 Jammu And Kashmir Bank Ltd Postal Ballot Management Issue and Allot Equity Shares on a Preferential Basis For For Routine Resolution

24-May-17 Jammu And Kashmir Bank Ltd Postal Ballot Management Authority to The Board of Directors of The Bank for Raising Funds Through

Allotment of Unsecured, Redeemable, Subordinated, Non-Convertible, Basel Iii

Compliant Tier 2 Bonds In The Nature Of Debentures/Bonds Aggregating to ₹

1,000 Crore.


25-May-17 Orient Refractories Limited Postal Ballot Management Increase limit for transactions with RHI Ag, Austria (ultimate holding company)

to Rs.900 mn from Rs.600 mn for FY17 and ratify all transactions undertaken in

FY17 within this limit

For For Required for business purposes

25-May-17 Orient Refractories Limited Postal Ballot Management Approve related party transactions with RHI Ag, Austria (ultimate holding

company) up to Rs.1260 mn for FY18, with an annual increment of up to 40%

in subsequent years

For For Required for business purposes

27-May-17 Kaveri Seed Co. Ltd Postal Ballot Management Buyback of up to 2.96 mn equity shares at Rs. 675 per share (face value Rs. 2)

through a tender offer, for an aggregate consideration of up to Rs 2.0 bn

For For The buyback is at an over 23% premium over market price on the date of the announcement. The proposed

buyback aggregates 4.29% of issued and paid-up equity capital and will result in an almost 22% reduction of its

31 March 2016 networth. Promoters will participate in the buyback to the extent of their shareholding, up to a

maximum of 1.5 mn shares - this will marginally increase their shareholding if the buyback is fully tendered. The

buyback will help return surplus funds to its shareholders, and will improve return ratios.

31-May-17 Castrol India Annual General Meeting Management Adoption of financial statements for the year ended 31 December 2016 For For Routine Resolution





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




31-May-17 Castrol India Annual General Meeting Management Ratification of interim dividend of Rs.4.5 per share, special dividend of Rs. 2.0

per share and declaration of final dividend of Rs.4.5 per share (Face Value:

Rs.5.0)

For For Castrol India Limited (Castrol) has proposed a final dividend of Rs. 4.5 per equity share. It has already paid an

interim dividend of Rs.4.5 per equity share, and a special dividend of Rs.2.0 per share. The total dividend per

share has increased to Rs.11.0 per share in 2016 from Rs.9.0 per share in 2015. The total dividend outflow

including dividend tax for 2016 is Rs.6.5 bn and dividend payout ratio is 97.0%.

31-May-17 Castrol India Annual General Meeting Management Reappoint Omer Dormen as Director For For Omer Dormen (DIN: 07282001) is the Managing Director of the company. His reappointment is in line with the

statutory requirements. Omer Dormen is an alumni of North London University. He was appointed as Managing

Director by the company in 2015, and has over 30 years from experience in business management.

31-May-17 Castrol India Annual General Meeting Management Reappoint Ms. Rashmi Joshi as Director For For Ms. Rashmi Joshi (DIN: 06641898) is the Director – Finance (CFO) of the company. Her reappointment is in

line with the statutory requirements. Ms. Rashmi Joshi is a qualified Chartered Accountant and Company

Secretary. She was appointed as Director Finance, in 2013, and has more than 25 years of experience in finance

functions across various

industries.

31-May-17 Castrol India Annual General Meeting Management Appoint Deloitte Haskins & Sells LLP, Chartered Accountants as statutory

auditors for five years

For For Deloitte Haskins & Sells LLP is replacing SRBC & Co LLP as the statutory auditors. Their appointment is in line

with the statutory requirements.

31-May-17 Castrol India Annual General Meeting Management Approve remuneration of Rs.0.3 mn for Kishore Bhatia & Associates, as cost

auditors for 2017

For For The board has approved the appointment of Kishore Bhatia & Associates as cost auditors for the year ended 31

December 2017 on a total remuneration of Rs. 0.3 mn, plus applicable service tax and out of pocket expenses.

The total remuneration proposed to be paid to the

cost auditors in 2017 is reasonable compared to the size and scale of the company.

01-Jun-17 Development Credit Bank Annual General Meeting Management Adoption of Financial Statements. For For Routine resolution

01-Jun-17 Development Credit Bank Annual General Meeting Management To declare dividend on Equity Shares For For Positive for shareholders

01-Jun-17 Development Credit Bank Annual General Meeting Management Re-appointment of Mr. Amin Manekia For For Reappointment

01-Jun-17 Development Credit Bank Annual General Meeting Management To ratify the appointment of Statutory Auditors For For Routine resolution

01-Jun-17 Development Credit Bank Annual General Meeting Management Raising of Funds by issue of bonds/ debentures/ securities on private placement

basis

For For Positive for Business Growth

01-Jun-17 Development Credit Bank Annual General Meeting Management Increase in borrowing powers For For Positive for Business Growth

01-Jun-17 Development Credit Bank Annual General Meeting Management Ratification of Bonus paid to the MD & CEO for FY 2015-16 and enabling

approval for an ongoing annual increase in the remuneration, including bonus.


03-Jun-17 Wipro Ltd Postal Ballot Management Increase in the equity shares component of the authorised share capital to Rs. 11

bn (5.5 bn equity shares of Rs. 2 each) and consequent changes to the

Memorandum of Association

For For Wipro proposes to increase the equity shares component of its authorized equity capital from 2.9 bn shares to 5.5

bn shares to accommodate the 1:1 bonus issue as proposed in Resolution # 2.

03-Jun-17 Wipro Ltd Postal Ballot Management Issue of one bonus share for every share held For For The bonus shares are being issued to improve stock liquidity. Wipro will be capitalizing free reserves of Rs 4.9

bn from overall free reserves of Rs 448.2 bn as on 31 March 2017.

04-Jun-17 Biocon Limited Postal Ballot Management Increase in the Authorized Share Capital of the Company from Rs. 110 crores to

Rs. 300 crores and consequent alteration in the Memorandum of Association of

the company

For For Biocon intends to issue bonus shares and the increase is share capital and change in MoA is required on that

count

04-Jun-17 Biocon Limited Postal Ballot Management Capitalisation of free reserves and issue of Bonus Shares in the ratio of 2:1. For For Routine resolution for issue of bonus shares

05-Jun-17 Raymond Limited Annual General Meeting Management Adoption of financial statements (standalone and consolidated) for the year

ended 31 March 2017

For For Routine and mandatory resolution.

05-Jun-17 Raymond Limited Annual General Meeting Management Approve final dividend of Rs.1.25 per equity share (FV Rs. 10) For For Dividend payout ratio for the year is 22.7% v/s 29.5% in FY16.

05-Jun-17 Raymond Limited Annual General Meeting Management Reappoint Gautam Singhania as Director, retiring by rotation For Abstain 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 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.

05-Jun-17 Raymond Limited Annual General Meeting Management Appoint Walker Chandiok & Co as statutory auditors for five years For For Walker Chandiok & Co is replacing Dalal & Shah as the statutory auditors. Their appointment is in line with the

statutory requirements.

05-Jun-17 Raymond Limited Annual General Meeting Shareholder Appoint Akshaykumar Chudasama as Independent Director for five years with

effect from 21 July 2016

For For He is the Managing Partner of Shardul Amarchand Mangaldas & Co Advocates & Solicitors. His appointment is

in line with all statutory requirements.

05-Jun-17 Raymond Limited Annual General Meeting Management Fix remuneration of cost auditors, R. Nanabhoy & Co. for FY18 For For Remuneration of Rs.350,000 to cost auditors for FY18 is reasonable compared to the size and scale of operations

05-Jun-17 Raymond Limited Annual General Meeting Management Issuance of Non-Convertible Debentures (NCDs)/bonds/other instruments upto

Rs.7.5 bn

For For The company’s debt-to-net worth ratio has averaged around 1.3x in the last three years. The issuance of securities

will be within the overall borrowing limit.

05-Jun-17 Raymond Limited Annual General Meeting Management Pay up to 1% of net profit as commission to Non-Executive Directors For Abstain In deferring the decision on resolution #10 to shareholders, the audit committee has failed in the discharge of its

fiduciary responsibilities. We believe the independent directors have failed to separate the interests of the

company from its shareholders

05-Jun-17 Raymond Limited Annual General Meeting Management Ratify the reappointment of H Sunder as Whole time Director from 29 July

2016 to 28 April 2017 and revise his remuneration

For For His appointment is in line with all statutory requirements. His revised remuneration of ~Rs.26.7 mn for this

period is comparable to peers and commensurate with the size of the company.

05-Jun-17 Raymond Limited Annual General Meeting Management 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)

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.

06-Jun-17 Yes Bank Ltd Annual General Meeting Management Adoption of financial statements. For For Routine resolution

06-Jun-17 Yes Bank Ltd Annual General Meeting Management Approval of dividend on equity shares For For Routine Resolution

06-Jun-17 Yes Bank Ltd Annual General Meeting Management Re-appointment of Mr. Ajai Kumar. For For Reappointment

06-Jun-17 Yes Bank Ltd Annual General Meeting Management Ratification of appointment of Statutory Auditors. For For Routine resolution





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




06-Jun-17 Yes Bank Ltd Annual General Meeting Management To approve the appointment of Mr. Ashok Chawla as Non-Executive Part-Time

Chairman of the Bank and to approve his remuneration in terms of RBI

Approval

For For Good Candidature, Reappointment, His proposed remuneration of Rs 3.0 mn + perquisites + sitting fees is in line

with that paid to Chairpersons of other private sector banks

06-Jun-17 Yes Bank Ltd Annual General Meeting Management Approval for increase in the borrowing limits For For Positive for Business growth

06-Jun-17 Yes Bank Ltd Annual General Meeting Management Approval for raising funds by issue of debt securities (the NCDs) to eligible

investors on private placement basis

For For Positive for Business Growth and Capital

06-Jun-17 Yes Bank Ltd Annual General Meeting Shareholder Appointment of Ms. Debjani Ghosh as an Independent Director 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 requirements.

07-Jun-17 Federal Bank Ltd Postal Ballot Management To issue equity securities of up to Rs 25 bn by way of public issue/rights issue/

preferential issue/ private placement/ qualified institutions placement

For For Positive for Business growth and Capital ratio

07-Jun-17 Federal Bank Ltd Postal Ballot Management To increase ceiling limit on total holdings of FII / FPIs from 49% to a maximum

of 74% of the paid-up capital


08-Jun-17 Wockhardt Postal Ballot Management Issue equity securities of up to Rs 10 bn by way of public issue / private issue /

or qualified institutions placement

For For Equity infusion would provide a cushion against any further deterioration in capital structure due to weakening of

financial performance

09-Jun-17 Arvind Limited Court Meeting Management Approve merger of Arvind Brands & Retail Ltd. (ABRL), Arvind Garments

Park Pvt. Ltd. (AGPPL) and Dholka Textile Park Pvt. Ltd. (DTPPL), wholly

owned subsidiaries, with Arvind Limited (Arvind)

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

12-Jun-17 Icici Bank Ltd Postal Ballot Management Increase in Authorised Share Capital For For Routine Resolution

12-Jun-17 Icici Bank Ltd Postal Ballot Management Alteration of Articles of Association For For Routine Resolution

12-Jun-17 Icici Bank Ltd Postal Ballot Management Issue of Bonus Shares For For Routine Resolution

12-Jun-17 Icici Bank Ltd Postal Ballot Management Amendment of the Employee Stock Option Scheme For For Routine Resolution

13-Jun-17 Indraprastha Gas Ltd Postal Ballot Management 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 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.

13-Jun-17 Mahindra & Mahindra Court Meeting Management Demerge the two-wheeler business of Mahindra Two Wheelers Ltd. (MTWL), a

92.25% step-down subsidiary, and merge with Mahindra & Mahindra Ltd.

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.

13-Jun-17 Engineers (India) Ltd. Postal Ballot Management Alter Articles of Association to enable buyback of equity shares For For Enables return of cash to shareholders

13-Jun-17 Engineers (India) Ltd. Postal Ballot Management Buyback of upto 41.9 mn equity shares at Rs.157 per share (face value Rs.5)

through a tender offer

For For Enables return of cash to shareholders

14-Jun-17 Piramal Enterprises Ltd Postal Ballot Management Special Resolution pursuant to the provisions of Sections 23, 41, 42, 62(1)(c),

71, 179 and other applicable provisions, if any, of the Companies Act, 2013, the

Companies (Prospectus and Allotment of Securities) Rules, 2014, the

Companies (Share Capital and Debentures) Rules, 2014 and subject to all

applicable regulatory requirements for the

purpose of issuance of Securities for an aggregate amount not exceeding ` 5,000

Crores

For For Piramal Enterprises intends to grow its finance lending business exponentially till 2025. The fund raise is in

cognizance of the capital requirement for the growth plans in the lending business

14-Jun-17 Shoppers' Stop Ltd Postal Ballot Management Increase the limit of inter corporate transactions from 10.10 bn to 11.35bn For For Give company flexibility for further loans and investments. Company can utilize the new amount for benefit of

benefit of Hypercity Retail India a subsidiary of the company.

15-Jun-17 State Bank Of India Extraordinary General Meeting Management To elect four shareholder directors 1. Sanjiv Malhotra 2. M. D. Mallya 3. Pravin

Hari Kutumbe 4. Bhaskar Pramanik

For For We recommend shareholders vote FOR the following as shareholder directors on the Board of State Bank of

India:

1. Sanjiv Malhotra 2. M. D. Mallya 3. Pravin Hari Kutumbe 4. Bhaskar Pramanik The above have good

candidature. For others could not get adequate data.

15-Jun-17 Mahindra & Mahindra Financial

Services Ltd.

Postal Ballot Management To increase borrowing limits from Rs 550 bn to Rs 600 bn and creation of

charge on assets

For For The proposed borrowing limit gives it room to increase disbursements in FY18.This is a practice of good

corporate governance.


Services Ltd.

Postal Ballot Management To approve private placement of non-convertible debentures including

subordinated debentures upto a limit of Rs 290 bn

For For The board of the company will be empowered to transact the matters pertaining to the private placement of debt

securities. The debentures issued will be within the overall borrowing limit.


Services Ltd.

Postal Ballot Management To approve change in place of keeping Registers and Index of Members,

Debentureholders and copies of Annual Returns

For For No concern identified for change in place of keeping registers and index of members.

16-Jun-17 Tata Consultancy Services Ltd. Annual General Meeting Management Adoption of standalone & consolidated financial statements for the year ended

31 March 2017

For For Routine proposal

16-Jun-17 Tata Consultancy Services Ltd. Annual General Meeting Management Confirm payment of interim dividend of Rs 19.5 and approve final dividend of

Rs. 27.5 per equity share of face value Rs. 1 per share

For For Tata Consultancy Services (TCS) declared three interim dividends and proposes a final dividend for FY17. Total

dividend payout is Rs 47 per share for the year. In FY17 the total dividend aggregated to Rs. 109.5 bn, up 15.5%

from that paid in FY16. The dividend payout ratio for the year is 46.3% (41.1% in FY16).

16-Jun-17 Tata Consultancy Services Ltd. Annual General Meeting Management Reappoint Aarthi Subramanian as director liable to retire by rotation For For Her reappointment as director liable to retire by rotation is in line with all statutory requirements.

16-Jun-17 Tata Consultancy Services Ltd. Annual General Meeting Management Appoint B S R & Co. LLP (part of the KPMG network) as statutory auditors for

a period of five years and to fix their remuneration

For For The appointment is in line with all statutory requirements

16-Jun-17 Tata Consultancy Services Ltd. Annual General Meeting Shareholder Appoint N. Chandrasekaran as director liable to retire by rotation For For His appointment as non-executive director liable to retire by rotation is in line with all statutory requirements.

16-Jun-17 Tata Consultancy Services Ltd. Annual General Meeting Shareholder Appoint Rajesh Gopinathan as director from 21 February 2017 For For His appointment as executive director is in line with all statutory requirements





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




16-Jun-17 Tata Consultancy Services Ltd. Annual General Meeting Management Appoint Rajesh Gopinathan as Chief Executive Officer and Managing Director

from 21 February 2017 for a period of five years and to fix his remuneration

For For The fixed component of his proposed remuneration will range from Rs 26.0 mn to Rs 50.0 mn over the next five

years. The Proposed remuneration is in line with that paid to peers in the industry and commensurate with the

size and profitability of TCS.

16-Jun-17 Tata Consultancy Services Ltd. Annual General Meeting Shareholder Appoint N. Ganapathy Subramaniam as director from 21 February 2017 For For His appointment as executive director is in line with all statutory requirements

16-Jun-17 Tata Consultancy Services Ltd. Annual General Meeting Management Appoint N. Ganapathy Subramaniam as Chief Operating Officer and Executive

Director from 21 February 2017 for a period of five years and to fix his

remuneration

For For The proposed remuneration is in line with that paid to peers in the industry and commensurate with the size and

profitability of TCS.

16-Jun-17 Tata Consultancy Services Ltd. Annual General Meeting Management Appoint branch auditors For For TCS seeks approval to authorize the Board of Directors of the Company to appoint branch auditors in

consultation with the Company's Auditors and fix their remuneration

17-Jun-17 Godrej Cosumer Products Ltd. Postal Ballot Management Approve increase in authorized share capital to Rs. 70cr and consequent

alteration of capital clause in MOA

For For To accommodate bonus share issue

17-Jun-17 Godrej Cosumer Products Ltd. Postal Ballot Management Alter capital clause of AOA (article of association) For For Same as above.

17-Jun-17 Godrej Cosumer Products Ltd. Postal Ballot Management Issuance of one equity share For each share held For For Bonus will increase liquidity and make shares more affordable

17-Jun-17 Fag Bearings India Ltd Postal Ballot Management Approval to change the name of the company from ‘FAG Bearings India Ltd’ to

‘Schaeffler India Limited’

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.

17-Jun-17 Fag Bearings India Ltd Postal Ballot Management 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 requirements.

17-Jun-17 Jammu And Kashmir Bank Ltd Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Compliant with the Law.

17-Jun-17 Jammu And Kashmir Bank Ltd Annual General Meeting Management Reappoint Azhar-ul-Amin (DIN: 07265913) as director liable to retire by

rotation

For For We recommended shareholder vote for Re-Appointing Azhar-ul-Amin as Director because of good candidature.

17-Jun-17 Jammu And Kashmir Bank Ltd Annual General Meeting Management To fix the remuneration of Statutory Auditors for the financial year 2017-2018 For For The audit fee paid by J&K Bank is higher than that compared to its peer public sector banks, because, unlike

most public sector banks, J&K Bank gets all its branches audited. Also given that most of its branches are located

in the State of Jammu & Kashmir, logistics and security costs for the branch audits are high.

17-Jun-17 Jammu And Kashmir Bank Ltd Annual General Meeting Management Amendment to certain clauses of the Articles of Association. 1. Increase its

board size from a maximum of twelve to fifteen directors. 2. Increase in sitting

fees from Rs 25,000 to Rs 40,000 which will be applicable to directors other

than the Chairman and CEO, Executive Directors, RBI and Government

nominees.

For For We Recommended shareholder vote The current AoA also restricts the number of non-residents of the State of

J&K to be directors of the Bank, which is being changed given requirements of Companies Act 2013 and SEBI’s

LODR on appointment of Independent Directors. The proposed change in sitting fees is reasonable.

17-Jun-17 Jammu And Kashmir Bank Ltd Annual General Meeting Shareholder Appoint Rahul Bansal (DIN 01216833) as director liable to retire by rotation For For Appointment compliant with law. No major concern identified.

17-Jun-17 Jammu And Kashmir Bank Ltd Annual General Meeting Shareholder Appoint Daman Kumar Pandoh (DIN 01332068) as director liable to retire by

rotation

For For Appointment compliant with law. No major concern identified.

17-Jun-17 Jammu And Kashmir Bank Ltd Annual General Meeting Shareholder Appoint Mohammad Maqbool Rather (DIN 07586779) as Independent Director

for a period of 2 years upto 16 June 2019


17-Jun-17 Jammu And Kashmir Bank Ltd Annual General Meeting Shareholder Appoint Mohammad Ashraf Mir (DIN 07586792) as Independent Director for a

period of 2 years upto 16 June 2019


17-Jun-17 Jammu And Kashmir Bank Ltd Annual General Meeting Shareholder Appoint Pronab Sen as Independent Director for a period of 2 years upto 16

June 2019


17-Jun-17 Jammu And Kashmir Bank Ltd Annual General Meeting Shareholder Appoint Sanjiv Agarwal (DIN 00110392) as Independent Director for a period

of 2 years upto 16 June 2019


17-Jun-17 Jammu And Kashmir Bank Ltd Annual General Meeting Management To issue securities upto an amount of Rs 15.0 bn For For The capital infusion is necessary to shore up the bank’s capital adequacy levels and fuel growth.

20-Jun-17 Sun Pharmaceutical Industries Ltd Court Meeting Management Merger of Sun Pharma Medisales Private Limited, Ranbaxy Drugs Limited,

Gufic Pharma Limited and Vidyut Investments Limited with the company

For For SunPharma 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

20-Jun-17 Petronet Lng Ltd Postal Ballot Management Increase authorized share capital and subsequently alter the Memorandum of

Association 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.

20-Jun-17 Petronet Lng Ltd Postal Ballot Management Issue one equity share as bonus for one equity share of Rs.10 each For For Bonus issuance will increase the liquidity of the equity shares with higher floating stock and make the equity

shares more affordable.

21-Jun-17 Kansai Nerolac Paint Ltd Annual General Meeting Management To receive, consider and adopt the Financial Statements of the Company for the

year ended 31st March, 2017 including audited Balance Sheet as at 31st March,

2017 and Statement of Profit and Loss for the year ended on that date and the

Reports of the Directors and the Auditors thereon

For Abstain Board Best Suited

21-Jun-17 Kansai Nerolac Paint Ltd Annual General Meeting Management To declare a dividend of ` 3.00 per Equity Share of the nominal value of ` 1

each for the year ended 31st March, 2016

For For Good policy to give dividend

21-Jun-17 Kansai Nerolac Paint Ltd Annual General Meeting Management To appoint a Director in place of Mr. M. Tanaka (holding DIN 06566867), who

retires by rotation and being eligible, offers himself for re-appointment

For For Non-Executive Director. Mr. Tanaka graduated from the Faculty of Technology, Doshisha University, Japan and

joined Kansai Paint Co. Ltd., Japan in April 1981. Mr. Tanaka has expertise in the Technical field, in

Automotive and Industrial Coatings. Mr. Tanaka is the Managing Executive Officer of Kansai Paint Co. Ltd.,

Japan. He may not be regular to meetings but is totally aware and keep providing inputs in the company.

21-Jun-17 Kansai Nerolac Paint Ltd Annual General Meeting Management To appoint a Director in place of Mr. H. Furukawa who retires by rotation who

retires by rotation and being eligible, offers himself for re-appointment

For For Mr. Furukawa is the Director and Managing Executive Officer of Kansai Paint Co. Ltd., Japan.





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




21-Jun-17 Kansai Nerolac Paint Ltd Annual General Meeting Management Ratification of the appointment of M/s. BSR & Co. LLP, Statutory Auditors and

to fix their remuneration for the financial year ending 31st March, 2018.

For For Appointment in compliant with law. No concern identified.

21-Jun-17 Kansai Nerolac Paint Ltd Annual General Meeting Management Ratification of remuneration of Cost Auditors for year ended 2017 For For Reasonable compared to size and scale of the company’s operation.

21-Jun-17 Kansai Nerolac Paint Ltd Annual General Meeting Management Ratification of remuneration of Cost Auditors for year ended 2018 For For Reasonable compared to size and scale of the company’s operation.

21-Jun-17 Kansai Nerolac Paint Ltd Annual General Meeting Management Appointment of Mr. H.M.Bharuka as Vice Chairman and Managing Director. For For He is the current MD of Kansai and is also a member of Global Steeting committee of Kansai Paint Co. Proposed

remuneration is in line with peers though no clarity on basis on which commission is determined.

21-Jun-17 Kansai Nerolac Paint Ltd Annual General Meeting Management Re-appoint K. Kato as a non-executive non independent director. For For He is executive officer of Kansai Paint co. He retires by rotation and his appointment is in line with statutory

requirement.

23-Jun-17 Sterlite Technologies Limited Court Meeting Management To consider and, if thought fit, approve with or without modification(s) the

following Resolution under Sections 230 to 232 of the Companies Act, 2013

(including any statutory modification(s) or re-enactment thereof for the time

being in force) and provisions of the Companies Act, 1956 as may be applicable

For For Required for business and compliance purpose.

23-Jun-17 Syndicate Bank Annual General Meeting Management To discuss, approve and adopt the Balance Sheet of the Bank as at 31st March

2017, Profit and Loss Account for the year ended 31st March, 2017


23-Jun-17 Syndicate Bank Annual General Meeting Management Approval for raising capital by way of QIP/Rights issue/Follow on Public Issue

/Preferential issue to GOI/LIC or any other mode approved by GOI/RBI for an

amount not exceeding Rs.3500.00 Crore at such time , at such prices including

premium as decided by the Board.


23-Jun-17 Rallis India Ltd Annual General Meeting Management Adoption of standalone financial statements for the year ended 31 March 2017 For For We believe that a comprehensive review of the financials of a company is a critical exercise which often requires

first-hand information and proper due diligence. We do not comment on resolutions for adoption of standalone

financial statements, given the limited time between receipt of the annual report and the shareholder meeting, but

provide analysis of critical ratios.

23-Jun-17 Rallis India Ltd Annual General Meeting Management Adoption of consolidated financial statements for the year ended 31 March

2017

For For We believe that a comprehensive review of the financials of a company is a critical exercise which often requires

first-hand information and proper due diligence. We do not comment on resolutions for adoption of consolidated

financial statements, given the limited time between receipt of the annual report and the shareholder meeting, but


23-Jun-17 Rallis India Ltd Annual General Meeting Management To declare final dividend of Rs.2.5 and special dividend of Rs.1.25 per equity

share (face value Rs.1.0)

For For Rallis India Limited (Rallis) has proposed a final dividend of Rs.2.5 per equity share of face value Rs.1.0 for the

year ended 31 March 2017. It has also proposed a special dividend of Rs.1.25 per share out of the profit on

assignment of leasehold rights in the Turbhe land. The aggregate dividend is Rs.3.75 per share. The total

dividend outflow including dividend tax for FY17 is Rs.877.7 mn. The dividend payout ratio is 33.1%.

23-Jun-17 Rallis India Ltd Annual General Meeting Management Reappoint Bharat Vasani as Non-Executive Non-Independent Director For For Bharat Vasani is 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 requirements.

23-Jun-17 Rallis India Ltd Annual General Meeting Management Appoint B S R & Co LLP as statutory auditors for a period of five years and fix

their remuneration

For For B S R & Co LLP’s appointment is in line with our Voting Policy on Auditor Rotation and with the requirements

of Section 139 of the Companies Act 2013.

23-Jun-17 Rallis India Ltd Annual General Meeting Shareholder Appoint Dr. C. V. Natraj (DIN: 07132764) as an Independent Director for a

period of five years from 22 July 2016

For For Dr. C. V. Natraj is a Technical Advisor to the Indian Institute of Science. He was appointed as an Additional

Director of the company with effect from 22 July 2016. His appointment is in line with the statutory

requirements.

23-Jun-17 Rallis India Ltd Annual General Meeting Shareholder Appoint Ms. Padmini Khare Kaicker (DIN: 00296388) as an Independent

Director for a period of five years from 22 July 2016

For For Ms. Padmini Khare Kaicker is the Managing Partner of B. K. Khare & Co, an Indian accounting firm. She was

appointed as an Additional Director of the company with effect from 22 July 2016. Her appointment is in line


23-Jun-17 Rallis India Ltd Annual General Meeting Management Reappoint V Shankar as Managing Director and CEO from 13 March 2017 to

30 September 2021 and fix his remuneration

For For The reappointment of V Shankar as Managing Director and CEO is in line with the statutory requirements. The

proposed remuneration of Rs.40.7 mn is commensurate with the size and complexity of the business and is in

line with the peers. In FY17, the ratio of remuneration (Rs.37.4 mn) to median remuneration was 54.4x. The

company has not provided a cap in absolute terms on the commission payable to V Shankar.

23-Jun-17 Rallis India Ltd Annual General Meeting Management Approve remuneration of Rs.0.4 mn for D. C. Dave & Co as cost auditors for

the financial year ending 31 March 2018

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

24-Jun-17 Infosys Limited Annual General Meeting Management Adoption of standalone & consolidated financial statements for the year ended

31 March 2107


24-Jun-17 Infosys Limited Annual General Meeting Management Approve final dividend of Rs. 14.75 per shares of face value Rs 5.0 and to

approve interim dividend of Rs 11.0 per share

For For Dividend payout encouraged.

24-Jun-17 Infosys Limited Annual General Meeting Management Reappoint U B Pravin Rao as director liable to retire by rotation For For U. B. Pravin Rao retires by rotation and needs to be reappointed every alternate year

24-Jun-17 Infosys Limited Annual General Meeting Management Appoint Deloitte Haskins & Sells as statutory auditors for a period of five years

and to fix their remuneration

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

24-Jun-17 Infosys Limited Annual General Meeting Management To authorize the board of directors to appoint branch auditors and fix their

remuneration

For For The appointment will be in consultation with the statutory auditors of the Company.

25-Jun-17 Motherson Sumi Systems Ltd. Postal Ballot Management Issuance of one equity share of Re. 1.0 each as bonus for every two equity

shares held in 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.

26-Jun-17 Deepak Nitrite Ltd Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine Resolution

26-Jun-17 Deepak Nitrite Ltd Annual General Meeting Management Declare final dividend of Rs.1.2 per equity share (face value Rs. 2.0) For For Good for equity share holders

26-Jun-17 Deepak Nitrite Ltd Annual General Meeting Management Reappoint Ajay Mehta (DIN: 00028405) as an Executive Director For For Ajay Mehta is part of the promoter family and is currently the Managing Director of the company. He is liable to

retire by rotation and his reappointment is in line with all statutory requirements.

26-Jun-17 Deepak Nitrite Ltd Annual General Meeting Management Appoint Deloitte Haskins & Sells LLP as statutory auditors for a period of five

years and fix their remuneration

For For Deloitte Haskins & Sells LLP’s appointment is in line with our Voting Policy on Auditor Rotation and with the

requirements of Section 139 of the Companies Act 2013.





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




26-Jun-17 Deepak Nitrite Ltd Annual General Meeting Shareholder Appoint Sanjay Upadhyay (DIN: 01776546) as an Executive Director For For Sanjay Upadhyay, 55, is a Cost & Management Accountant and a Company Secretary. He has been associated

with the company for the past 23 years. His appointment is in line with the statutory requirements.

26-Jun-17 Deepak Nitrite Ltd Annual General Meeting Management Appoint Sanjay Upadhyay (DIN: 01776546) as Director - Finance & CFO for a

period of five years w.e.f. 28 April 2017 and fix his remuneration

For For Sanjay Upadhyay has been associated with the company since 1994. He was appointed as the CFO of the

company in FY14. His proposed remuneration of Rs. 23.0 mn is commensurate with the size and complexity of

the business and is in line with the peers. In FY17, the ratio of remuneration (Rs.16.3 mn) to median

remuneration was 40.2x.

26-Jun-17 Deepak Nitrite Ltd Annual General Meeting Management Approve remuneration of Rs.0.7 mn for B. M. Sharma & Co. as cost auditors

for FY18


27-Jun-17 State Bank Of India Annual General Meeting Management Adoption of Accounts For For Routine Resolution

27-Jun-17 Asian Paints Limited Annual General Meeting Management To receive, consider and adopt the financial statements of the Company for the

year ended 31st March, 2017 together with the Reports of the Board of

Directors and Auditors

thereon

For Abstain Board Best Suited

27-Jun-17 Asian Paints Limited Annual General Meeting Management Declaration of special dividend and final dividend on equity shares. For For Good policy to give dividend

27-Jun-17 Asian Paints Limited Annual General Meeting Management Re-appointment of Abhay Vakil as a Director of the Company For For Shri Abhay Vakil not only has rich experience in the decorative business of the Company but also in general

management of the Company. He was the Managing Director of the Company until 2009. With his considerable

wealth of experience, Shri Abhay Vakil brings immense value to the Board

27-Jun-17 Asian Paints Limited Annual General Meeting Management Re-appointment of Ms. Amrita Vakil as Non-executive director For For MS. Amrita Vakil is part of promoter group. ITs is line with statutory requirement.

27-Jun-17 Asian Paints Limited Annual General Meeting Management Ratify Deloitte Haskin and Sells LLP as statutory auditors of the company for

one year

For Abstain In line with voting .policy but board best suited.

27-Jun-17 Asian Paints Limited Annual General Meeting Shareholder Appoint R Seshasyee as an iindependent director for period of five years For For He is chairman of Infosys and is in line with statutory requirement.

27-Jun-17 Asian Paints Limited Annual General Meeting Management Reappoint KBS anand as managing director and ceo for two years from 1st

April 2018 and fix his remuneration

For For Company has done well under his leadership. Proposed remuneration is commensurate with the size and

complexity.

27-Jun-17 Asian Paints Limited Annual General Meeting Management Ratification of remuneration payable to M/s. RA & Co., Cost Accountants for

FY 2015/16

For For In line with industry practice.

27-Jun-17 Adani Port And Sez Ltd. Court Meeting Management Demerger and transfer of Marine Business of Adani Ports and Special

Economic Zone Limited (APSEZ) to Adani Harbour Services Private Limited

(AHSPL), wholly owned subsidiary

For For Adani Ports and Special Economic Zone Limited (APSEZ) seeks shareholder approval to demerge and transfer

its Marine Business to Adani Harbour Services Private Limited (AHSPL), on a going concern basis. As

consideration for the transfer, AHSPL will pay Rs. 2.0 bn to APSEZ. The value has been arrived at using

Replacement Cost Method and Discounted Cash Flows Method. There is currently no revenue directly

attributable to the marine operations. The company has not provided details on how AHSPL will raise the

finances to pay the Rs.2.0 bn. The scheme of arrangement is part of the company’s restructuring plan to create a

separate entity to focus on the Marine business.

27-Jun-17 Fortis Healthcare Ltd Postal Ballot Management To increase shareholding limit for registered Foreign Institutional Investors (FII)

to an aggregate limit of 74% from 24%

For For Company proposal to increase FII limit to 74% will enable more institutional investors to participate in growth

prospects of the company and lead to better price discovery of the stock

27-Jun-17 Tata Communications Ltd Annual General Meeting Management Adoption of standalone financial statements for the year ended 31 March 2017

Adoption of consolidated financial statements for the year ended 31 March

2017


27-Jun-17 Tata Communications Ltd Annual General Meeting Management To declare final dividend of Rs.4.5 per equity share and a one-time special

dividend of Rs. 1.50 (face value Rs.10.0)

For For Dividend payout is encouraged

27-Jun-17 Tata Communications Ltd Annual General Meeting Management Reappoint Bharat Vasani as Non-Executive Non-Independent Director For For He is liable to retire by rotation and his reappointment is in line with all statutory requirements

27-Jun-17 Tata Communications Ltd Annual General Meeting Management Reappoint N Srinath as Non-Executive Non-Independent Director For For N Srinath is liable to retire by rotation and his reappointment is in line with all statutory requirements

27-Jun-17 Tata Communications Ltd Annual General Meeting Management Appoint SR Batliboi & Associates LLP as statutory auditors for a period of five


For For SR Batliboi & Associates LLP’s appointment is in line with our Voting Policy on Auditor Rotation and with the


27-Jun-17 Tata Communications Ltd Annual General Meeting Shareholder Appoint G Narendra Nath (DIN: 07440439) as a Government Nominee, not

liable to retire by rotation

For Abstain G Narendra Nath is the Deputy Director General (Security) at the Department of Telecom, GoI. He was

appointed as an Additional Director of the company with effect was appointed from 18 October 2016. He will not

be liable to retire by rotation. While we are not raising a concern regarding his appointment as director, his

position on the Board cannot be permanent. We believe allowing permanency on the board to a single individual

is not a good governance practice.

27-Jun-17 Tata Communications Ltd Annual General Meeting Management Ratify remuneration of Rs. 600,000 for Jugal Kishor Puri as cost auditors for the

financial year ending 31 March 2018

For For In line with industry peers.

28-Jun-17 PC Jeweller Limited Postal Ballot Management Approve increase in authorized share capital and consequent alteration of

capital clause in MOA

For Abstain Marginal holding

28-Jun-17 PC Jeweller Limited Postal Ballot Management Issuance of bonus shares For Abstain Marginal holding

28-Jun-17 PC Jeweller Limited Postal Ballot Management Revision of salary of Ramesh Kumar Sharma- Whole time director For Abstain Marginal holding

28-Jun-17 PC Jeweller Limited Postal Ballot Management Grant Of Stock Options Under Pc Jeweller Limited Employee Stock Option

Plan 2011 To The Employees Of Subsidiary Company(Ies)


29-Jun-17 Punjab National Bank Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine Resolution

29-Jun-17 Shriram Transport Finance Annual General Meeting Management Adoption of Audited Financial Statements (Standalone and Consolidated) for

the year ended March 31, 2017 and Reports of the Board of Directors and

Auditors thereon.


29-Jun-17 Shriram Transport Finance Annual General Meeting Management Declaration of final dividend and confirm the Interim dividend for the financial

year ended March 31, 2017


29-Jun-17 Shriram Transport Finance Annual General Meeting Management Re-appointment of Mr. Gerrit Lodewyk Van Heerde (holding DIN 06870337) as

Director retiring by rotation.

For For No concern has been identified regarding the profile, time commitments and attendance performance of

Mr.Gerrit Lodewyk Van Heerde.

29-Jun-17 Shriram Transport Finance Annual General Meeting Management Appointment of M/s. Haribhakti & Co. LLP, Chartered Accountants and M/s

Pijush Gupta & Co. Chartered Accountants as Joint Auditors of the Company in

place of retiring Joint Auditors.

For For Compliant with law; No major governance issue identified.

29-Jun-17 Shriram Transport Finance Annual General Meeting Shareholder Appointment of Mr. Umesh Revankar (holding DIN 00141189) as Director. For For No concern has been identified regarding the appointment of Mr. Umesh Revankar as director of the Company

for a period of five years.





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




29-Jun-17 Shriram Transport Finance Annual General Meeting Management Appointment of Mr. Umesh Revankar (holding DIN 00141189) as Managing

Director and CEO and payment of remuneration to him.

For For No concern has been identified regarding the appointment of Mr. Umesh Revankar as MD and CEO of the

Company for a period of five years.

29-Jun-17 Shriram Transport Finance Annual General Meeting Management Enhancement of borrowing limit up to INR 90,000 crore. For For Increase in borrowing limit compliant with law. No governance issues.

29-Jun-17 Shriram Transport Finance Annual General Meeting Management Enhancement of limit up to INR 1,12,500 crore for creation of security on assets

in respect of borrowings.

For For Compliant with law. No governance issue observed.

29-Jun-17 Shriram Transport Finance Annual General Meeting Management Private Placement of Debt Securities For For This is an enabling resolution. As the debentures/ bonds / securities proposed to be issued are not convertible

into equity shares and thus, it will not cause any dilution in common shareholder’s equity. No concern has been

identified.

29-Jun-17 Shriram Transport Finance Annual General Meeting Management Payment of commission to the Independent Directors of the Company. For For No concern has been identified with regard to the payment of commission to the Independent Directors of the

Company as the Company has given their Commission Distribution Criteria which prescribes an Absolute Cap

over the commission as well as they are complying with the limit provided under the Act in a consistent manner

in past years.

29-Jun-17 JSW Steel Ltd. Annual General Meeting Management Adoption of financial statements for the year. for Abstain Routine Proposal

29-Jun-17 JSW Steel Ltd. Annual General Meeting Management To declare dividend of Re.1 per 10% cumulative redeemable preference shares,

for FY16

for For Dividend for preference shareholders

29-Jun-17 JSW Steel Ltd. Annual General Meeting Management Declare dividend on equity share for For Dividend for shareholders

29-Jun-17 JSW Steel Ltd. Annual General Meeting Management Reappoint Dr. Vinod Nowal (DIN: 00046144) as an Executive Director for For In line with statutory requirements

29-Jun-17 JSW Steel Ltd. Annual General Meeting Management Appoint SRBC & Co. LLP as statutory auditors for a period of five years and fix

their remuneration

for For In line with statutory requirements

29-Jun-17 JSW Steel Ltd. Annual General Meeting Management Approve remuneration of Rs.1.5 mn for Shome & Banerjee as cost auditors for

FY18


29-Jun-17 JSW Steel Ltd. Annual General Meeting Shareholder Appoint Sethuraman Mahalingam (DIN: 00121727) as an Independent Director

for five years w.e.f. 27 July 2016


29-Jun-17 JSW Steel Ltd. Annual General Meeting Management Reappoint Sajjan Jindal (DIN: 00017762) as Chairperson & Managing

Director for a period of five years w.e.f. 7 July 2017 and fix his remuneration


29-Jun-17 JSW Steel Ltd. Annual General Meeting Management Reappoint Seshagiri Rao Metlapalli (DIN: 00029136) as Joint Managing

Director & Group CFO for a period of three years w.e.f. 6 April 2017 and fix

his remuneration

for For Required for business purposes

29-Jun-17 JSW Steel Ltd. Annual General Meeting Management Reappoint Dr. Vinod Nowal (DIN: 00029136) as Deputy Managing Director for

a period of five years w.e.f. 29 April 2017 and fix his remuneration


29-Jun-17 JSW Steel Ltd. Annual General Meeting Management To approve non-inclusion of perquisite value for the options granted under the

ESOP schemes to Whole-Time Directors, while calculating the overall ceiling

on remuneration


29-Jun-17 JSW Steel Ltd. Annual General Meeting Management Issuance of redeemable non-convertible debentures (NCDs) on a private

placement basis aggregating up to Rs.100.0 bn


29-Jun-17 JSW Steel Ltd. Annual General Meeting Management Issuance of specified securities to Qualified Institutional Buyers (QIB)

aggregating upto Rs. 80bn


29-Jun-17 JSW Steel Ltd. Annual General Meeting Management Issuance of FCCB/GDR/ADR/Other instruments convertible in equity shares

aggregating upto US$ 1bn


30-Jun-17 Shriram City Union Finance Limited Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine Resolution

30-Jun-17 Shriram City Union Finance Limited Annual General Meeting Management Declaration of final dividend and confirm the Interim dividend for the financial

year ended March 31, 2017


30-Jun-17 Shriram City Union Finance Limited Annual General Meeting Management Appointment of Sri Gerrit Lodewyk Van Heerde as a Director who retires by

rotation.

For For Appointment compliant with law. No major concern identified.\

30-Jun-17 Shriram City Union Finance Limited Annual General Meeting Management To appoint M/s. G.D. Apte & Co. as Statutory Auditor for a period of 5 years

from conclusion of 31st AGM till the conclusion of 36th AGM of the Company.

For For No concern has been identified regarding appointment of M/s. G.D. Apte & Co. as Statutory Auditors of the

Company.

30-Jun-17 Shriram City Union Finance Limited Annual General Meeting Management Re-appointment of Sri Duruvasan Ramachandra as Managing Director and

Chief Executive Officer (CEO)

For For No variable pay. However, fixed pay is less as compared with size and performance of the Company.

30-Jun-17 Shriram City Union Finance Limited Annual General Meeting Management Approval of borrowing power. For For No Governance issue identified regarding approval for borrowing power.

30-Jun-17 Shriram City Union Finance Limited Annual General Meeting Management Issue of debt securities up to INR 10,000 Crores in one or more tranches. For For No dilution in shareholding. Proposed issue is in accordance with law.

30-Jun-17 Equitas Holdings Ltd Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine resolution

30-Jun-17 Equitas Holdings Ltd Annual General Meeting Management Appoint S R Batliboi & Associates LLP as statutory auditors for a period of four


For For S R Batliboi & Associates LLP’s appointment as statutory auditors of the company is in line with IiAS Voting

Policy on Auditor Rotation and with the requirements

30-Jun-17 Equitas Holdings Ltd Annual General Meeting Management Appoint Bhaskar S (DIN: 02360919) as an Executive Director For For Appointment compliant with law. No major concern identified.

30-Jun-17 Equitas Holdings Ltd Annual General Meeting Management Appoint Bhaskar S (DIN: 02360919) as ED & CEO for a period of three years

w.e.f. 21 October 2016 and fix his remuneration


30-Jun-17 Equitas Holdings Ltd Annual General Meeting Management Fix commission for non-executive directors at an amount not exceeding 1% of

net profits w.e.f. FY17

For For Though the absolute amount currently paid to non-executive directors as commission is low. Company set a cap

in absolute terms on the commission paid to the non-executive directors, if the standalone book increases in size.

30-Jun-17 Equitas Holdings Ltd Annual General Meeting Management To increase shareholding limit for registered Foreign Institutional Investors (FII)

and Foreign Portfolio Investors (FPI) to an aggregate limit of 48% from 24% of

paid-up share capital

For For To enable transactions among FDI investors and FII/FPI.

30-Jun-17 Equitas Holdings Ltd Annual General Meeting Management Increase authorized share capital to Rs. 4.5 bn from Rs. 3.8 bn For For This is to accommodate issue of equity shares to employees under Employee Stock Option Scheme, 2015.

30-Jun-17 Equitas Holdings Ltd Annual General Meeting Management Alter the capital clause of Memorandum of Association (MOA), consequent

upon increase in the authorized share capital of the company

For For This is to accommodate issue of equity shares to employees under Employee Stock Option Scheme, 2015.





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




30-Jun-17 Equitas Holdings Ltd Annual General Meeting Management Amend existing clause 131 of the Articles of Association (AoA), to enable

investments in creating infrastructure for charitable purpose upto Rs. 1.2 bn, in

aggregate

For For The company has been consistently making contributions towards charity and the proposed resolution is in line

with its existing strategy. The promoters/directors do not have interest in the transaction.

30-Jun-17 Equitas Holdings Ltd Annual General Meeting Management Ratify and approve leasing of school infrastructure at Trichy, Dindigul, Salem,

Karur, Cuddalore and Coimbatore to Equitas Development Initiatives Trust

(EDIT), free of rental charges, within the overall limit of Rs. 1.2bn

For For The company has been consistently making contributions towards charity and the proposed resolution is in line

with its existing strategy. The promoters/directors do not have interest in the transaction.

30-Jun-17 Hindustan Unilever Ltd Annual General Meeting Management Adoption of accounts for FY16-FY17 For Abstain Board Best Suited

30-Jun-17 Hindustan Unilever Ltd Annual General Meeting Management Declare dividend and confirm interim dividend on equity shares For For Good policy to give dividend

30-Jun-17 Hindustan Unilever Ltd Annual General Meeting Management Reappoint Harsh Marwani as Non – executive Non-independent Director For For Non independent director, COO of Unilever, has been regular to meetings and adds lot of value.

30-Jun-17 Hindustan Unilever Ltd Annual General Meeting Management Reappoint Pradeep Banerjee as director For For Whole time director, has been regular to meetings and adds value.

30-Jun-17 Hindustan Unilever Ltd Annual General Meeting Management Reappoint P.B.Balaji as director. For For Executive Director, Finance and IT and Chief Financial Officer) has worked in a number of roles in finance and

supply chain over a period of 20 years in the company. Adds value to company

30-Jun-17 Hindustan Unilever Ltd Annual General Meeting Management Appointment of BSL & co. LLP as statutory director and fixing their

remuneration

For Abstain Board best suited

30-Jun-17 Hindustan Unilever Ltd Annual General Meeting Management Revise the remuneration structure For CEO/Managing Director and Whole time

director

For For Remuneration payout has always been in line with industry. Company has been judicious in payout and will do

so in future.

30-Jun-17 Hindustan Unilever Ltd Annual General Meeting Management Appoint Dev. Bajpal as whole time director and fix his remuneration For For Dev Rajpal is company secretary and is in change of legal and corporate affair. This remuneration is in line with

industry practice.

30-Jun-17 Hindustan Unilever Ltd Annual General Meeting Management Ratify payment of remuneration to cost auditors for FY16 For For Remuneration in line with industry

30-Jun-17 Bharat Bijlee Ltd. Annual General Meeting Management Adoption of Audited Balance Sheet as at March 31, 2017, the Statement of

Profit and Loss for the financial year ended on that date and the reports of the

Board of Directors and Auditors thereon.


30-Jun-17 Bharat Bijlee Ltd. Annual General Meeting Management Re-appointment of Mrs. Mahnaz A. Curmally (DIN 06907271) as a Director,

who is liable to retire by rotation and, being eligible, offers herself for re-

appointment.

For For Good Candidature

30-Jun-17 Bharat Bijlee Ltd. Annual General Meeting Management Appointment of Messrs. Deloitte Haskins & Sells LLP, Chartered Accountants

(ICAI Firm Registration No. 117366W/W-100018), as Statutory Auditors of the

Company and fix their remuneration.


30-Jun-17 Bharat Bijlee Ltd. Annual General Meeting Management Ratification of Cost Auditors Remuneration to be paid to Messrs. P M

Nanabhoy & Co., Cost Accountants (Firm Registration No. 000012) for the

financial year ending March 31, 2018.


30-Jun-17 Bharat Bijlee Ltd. Annual General Meeting Management Re-appointment of Mr. Shome N. Danani (DIN: 00217787) as the Whole-time

Director, designated as an Executive Director of the Company, for a period of

three (3) years, with effect from January 28, 2017.


30-Jun-17 Icici Bank Ltd Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine Resolution

30-Jun-17 Icici Bank Ltd Annual General Meeting Management Declaration of dividend on preference shares For For Routine Resolution

30-Jun-17 Icici Bank Ltd Annual General Meeting Management Declaration of dividend on equity shares For For Routine Resolution

30-Jun-17 Icici Bank Ltd Annual General Meeting Management Re-appointment of Ms. Vishakha Mulye (DIN:00203578) who retires by

rotation and, being eligible, offers herself for re-appointment.

For For No concern has been identified in the profile, time commitment and performance of Ms. Vishakha V. Mulye as

director of the Bank.

30-Jun-17 Icici Bank Ltd Annual General Meeting Management Ratification of Appointment of B S R & Co. LLP as Statutory Auditor of the

Bank from Conclusion of Twenty Third AGM to Conclusion of Twenty Fourth

AGM to be held in FY 2018.

For For No concern has been identified regarding the ratification of appointment of M/s B S R & Co. LLP as the

Statutory Auditors of the Bank.

30-Jun-17 Icici Bank Ltd Annual General Meeting Management Appointment of Branch Auditors. For For No concern has been identified regarding appointment of Branch Auditor of the Bank. RBI approves the

appointment of Auditor in the Bank.

30-Jun-17 Icici Bank Ltd Annual General Meeting Shareholder Appointment of Mr. Anup Bagchi (DIN: 00105962) as a Director For For No concern has been identified in appointment of Mr. Anup Bagchi as Director and Executive Director.

30-Jun-17 Icici Bank Ltd Annual General Meeting Management Appointment of Mr. Anup Bagchi (DIN: 00105962) as a Whole time Director

(designated as Executive Director)

For For No concern has been identified in proposed remuneration of Mr. Anup Bagchi.

30-Jun-17 Icici Bank Ltd Annual General Meeting Management Issue of Non-convertible debentures. For For The Bank has disclosed that it intends to issue debt securities including but not limited to non-convertible

debentures and bonds. This is an enabling resolution. As the instruments to be issued are non-convertible in

nature, interests of common shareholders shall not be affected.

30-Jun-17 Bank Of Baroda Annual General Meeting Management To discuss, approve and adopt the Balance Sheet of the Bank as at 31st March

2017, Profit and Loss Account for the year ended 31st March, 2017


30-Jun-17 Bank Of Baroda Annual General Meeting Management To declare dividend for the Financial Year 2016-17. For For Routine Resolution

30-Jun-17 Bank Of Baroda Annual General Meeting Management To raise Equity Capital through QIP/FPO/Preferential Issue/Rights

Issue/ADR/GDR/Private Placement of Equity/Compulsorily Convertible

Debentures and any other mode or combination of these.

For For Positive for capital ratios

30-Jun-17 Idea Cellular Ltd. Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine proposal.

30-Jun-17 Idea Cellular Ltd. Annual General Meeting Management Reappoint Ms. Rajashree Birla as Director, retiring by rotation For For Ms. Rajashree Birla (DIN: 00022995) belongs to the promoter family. Her reappointment is in line with all

statutory requirements

30-Jun-17 Idea Cellular Ltd. Annual General Meeting Management Reappoint Dr. Shridhir Sariputta Hansa Wijayasuriya as Director For For Dr. Shridhir Sariputta Hansa Wijayasuriya (DIN: 00363174) has attended 71% of the board meetings held in

FY17 and 68% board meeting held in the past three years

30-Jun-17 Idea Cellular Ltd. Annual General Meeting Management Appoint SR Batliboi & Associates as statutory auditors for five years and fix

their remuneration

For For The appointment is in line with all statutory requirements

30-Jun-17 Idea Cellular Ltd. Annual General Meeting Management Approve remuneration of Rs.1 mn payable to Sanjay Gupta & Associates, Cost

auditors for FY18

For For The total remuneration proposed to be paid to the cost auditors is reasonable compared to the size and scale of

operations





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




30-Jun-17 Idea Cellular Ltd. Annual General Meeting Management Approve private placement of Non-Convertible Securities including Non-

Convertible Debentures of upto Rs.100 bn

For For The proposed issuance will be within the overall borrowing limit. The proceeds from the issuance will be used

for capital expenditure, long-term loan repayment, spectrum / license fee related payments and other corporate

purposes.

30-Jun-17 Idea Cellular Ltd. Annual General Meeting Management Ratify related party transactions with Indus Towers Limited aggregating Rs.40.6

bn for FY17, and approve transactions upto Rs. 50 bn annually in the future

For For Indus Towers Limited is a JV of Aditya Birla Telecom, a wholly-owned subsidiary company of Idea. Indus

Towers provides passive telecom infrastructure services to Idea. The transactions in the past, and those proposed,

are in the ordinary course of business and at arm’s length.

30-Jun-17 Idea Cellular Ltd. Annual General Meeting Shareholder Appoint Mrs. Alka Marezban Bharucha as an Independent Director for five

years

For For Mrs. Alka Marezban Bharucha (DIN: 00114067) is the co-founder of Bharucha & Partners, a law firm. Her

appointment is in line with all statutory requirements

30-Jun-17 Idea Cellular Ltd. Annual General Meeting Shareholder Appoint Baldev Raj Gupta as an Independent Director for five years For For Baldev Raj Gupta (DIN: 00020066) is the former Executive Director of Life Insurance Corporation of India. His


30-Jun-17 Idea Cellular Ltd. Annual General Meeting Management Waive recovery of excess remuneration paid to Himanshu Kapania, Managing

Director for the period 1 April 2016 to 31 March 2017

For For Himanshu Kapania is a professional director with strong credentials. His remuneration

is in line with his peers and size and commensurate with the complexity of the business

30-Jun-17 Idea Cellular Ltd. Annual General Meeting Management Revision in remuneration terms to enable the company to pay Himanshu

Kapania, Managing Director a minimum remuneration in case of inadequate

profits from 1 April 2017 to 31 March 2019

For For Himanshu Kapania is a professional director with strong credentials. The company proposes to pay him

remuneration in the form of salary and perquisites as minimum remuneration upto Rs.133 mn in case of

inadequate profits. His remuneration is in line with his peers and commensurate with the size and complexity of

the business.

30-Jun-17 Idea Cellular Ltd. Annual General Meeting Management Revision in remuneration terms to enable the company to pay Akshaya

Moondra, Chief Financial Officer a minimum remuneration in case of

inadequate profits from 8 July 2016 to 31 March 2019

For For Akshaya Moondra is a professional director with strong credentials. The company

proposes to pay him remuneration in the form of salary and perquisites as minimum remuneration upto Rs.43.7

mn in case of inadequate profits. His remuneration is in line with his peers and commensurate with the size and

complexity of the business

30-Jun-17 Idea Cellular Ltd. Annual General Meeting Management Alteration of Articles of Association For For Aditya Birla Idea Payments Bank Limited, a company jointly promoted by the company

and Aditya Birla Nuvo Ltd were granted payment bank license on 3 April 2017. Pursuant to this, the company is

required to modify its AoA to add a clause stating that any change of shareholding, by way of fresh issue or

transfer of shares, to the extent of 5%

or more in the promoter category will require prior approval of the Reserve Bank of

India.

30-Jun-17 Ramkrishna Forgings Ltd Postal Ballot Management Issue equity shares upto Rs. 2.0 bn through a Qualified Institutional Placement

(QIP)

For For The funds will be used to fund the company’s existing and future expansion plans, acquisition, working capital,

repayment of loans and for general corporate purposes. Assuming that the issuance is made at the current market

price, there will a dilution of 13.4% on the expanded capital base. The company needs to raise capital in order to

maintain or improve its capital structure for capex. Also, the holdings of all shareholders including the promoters

will be diluted equally.

30-Jun-17 Ramkrishna Forgings Ltd Postal Ballot Management Increase authorized share capital of the company from Rs. 297.5 mn to Rs.

332.5 mn

For For To accommodate the issue of equity shares through a QIP, the company proposes to increase authorized share

capital from Rs. 297.5 mn to Rs. 332.5 mn.

30-Jun-17 Ramkrishna Forgings Ltd Postal Ballot Management Alter the capital clause of Memorandum of Association (MOA), consequent

upon increase in the authorized share capital of company

For For Consequent to the increase in the authorized share capital, the company also proposes the alteration of the capital

clause in the MOA.

30-Jun-17 Ramkrishna Forgings Ltd Postal Ballot Management To increase shareholding limit for registered Foreign Institutional Investors (FII)



For For The present shareholding of these FIIs/FPIs/QFIs is currently ~8.9% and has shown an increasing trend. The

company proposes to increase this to 49% (upto 10% for each FIIs and sub accounts put together), to allow

foreign investors to acquire further stake in the company.

01-Jul-17 Hindustan Petroleum Corporation Ltd Postal Ballot Management Issue one equity share as bonus for two equity shares of Rs.10 each For For A Public Sector Enterprise is required to consider issue of bonus shares in order to comply with the DIPAM

guidelines. According to these guidelines, every Central Public Sector Enterprise must issue bonus shares when

reserves and surplus. Bonus issuance will increase the liquidity of the equity shares with higher floating stock and

make the equity shares more affordable.

03-Jul-17 Sunteck Realty Ltd Postal Ballot Management APPROVAL FOR RAISING OF FUNDS BY WAY OF FURTHER ISSUE OF SECURITIES For For Being capital intensive industry company would need fund and rera may throw market opportunities.

03-Jul-17 Sunteck Realty Ltd Postal Ballot Shareholder APPOINTMENT OF MR. DESH RAJ DOGRA (DIN:00226775) AS AN INDEPENDENT

DIRECTOR OF THE COMPANY

For For Expertise in banking and Credit Rating. Mr. Desh Raj Dogra has been Managing Director and Chief Executive

Officer of CARE Ratings

for the last 8 years and associated with CARE ratings since 1993 and he has a rich experience

of over 39 years of experience in the financial sector especially in areas of banking and credit

rating. He meets all other criteria,

03-Jul-17 Sunteck Realty Ltd Postal Ballot Shareholder APPROVAL FOR REVISION IN REMUNERATION OF MR. KAMAL KHETAN (DIN:

00017527), CHAIRMAN AND

MANAGING DIRECTOR OF THE COMPANY

For For Remuneration is in line with industry practice.

03-Jul-17 Sunteck Realty Ltd Postal Ballot Management APPROVAL FOR REVISION IN REMUNERATION OF MR. ATUL POOPAL (DIN:

07295878), EXECUTIVE DIRECTOR OF

THE COMPANY


03-Jul-17 Sunteck Realty Ltd Postal Ballot Management APPROVAL FOR REVISION IN REMUNERATION OF MS. RACHANA HINGARAJIA,

COMPANY SECRETARY AND

WOMAN DIRECTOR OF THE COMPANY


04-Jul-17 Larsen & Toubro Ltd Postal Ballot Management Issue one equity share as bonus for two equity shares of Rs.2 each For For Presently the company’s equity share capital comprises 0.93 bn equity shares of Rs.2 each aggregating to Rs.1.86

bn. After issuance of one equity share as bonus to two equity shares held in the company, the paid-up share

capital will increase to 1.39 bn equity shares of Rs.2 each aggregating to Rs.2.82 bn. Bonus issuance will increase

the liquidity of the equity shares with higher floating stock and make the equity shares more affordable.

04-Jul-17 Sterlite Technologies Limited Annual General Meeting Management a) Adoption of standalone financial statements for the year ended 31 March

2017

b) Adoption of consolidated financial statements for the year ended 31 March

2017






Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




04-Jul-17 Sterlite Technologies Limited Annual General Meeting Management To confirm interim dividend of Rs.0.5 and to declare final dividend of Rs.0.75

per equity share (face value Rs.2.0)

For For The aggregate dividend (including interim dividend) for FY17 is Rs.1.25 per share, which is higher than Rs.1.0 per

share paid in FY16. The total dividend outflow including dividend tax for FY17 is Rs.599.0 mn. The dividend

payout ratio is 42.9%.

04-Jul-17 Sterlite Technologies Limited Annual General Meeting Management Reappoint Anil Agarwal as Non-Executive Non-Independent Director For For Anil Agarwal is the Promoter Chairperson. He retires by rotation and his reappointment is in line with statutory

requirements

04-Jul-17 Sterlite Technologies Limited Annual General Meeting Management Appoint Price Waterhouse Chartered Accountants LLP as statutory auditors for


For For Price Waterhouse Chartered Accountants LLP’s appointment is in line with our Voting Policy on Auditor Rotation

and with the requirements of Section 139 of the Companies Act 2013.

04-Jul-17 Sterlite Technologies Limited Annual General Meeting Management Approve remuneration of Rs.0.1 mn for Kiran Naik as cost auditors for the



04-Jul-17 Sterlite Technologies Limited Annual General Meeting Management Approve private placement of securities aggregating Rs.10.0 bn by way of non-

convertible debentures (NCDs)

For For The proposed NCDs will be issued within the overall borrowing limits (Rs.30 bn over and above the paid-up share

capital and free reserves). Sterlite Technologies Limited’s debt programmes are rated CRISIL AA-/ Positive/ CRISIL

A1+, which denotes high degree of safety regarding timely servicing of financial obligations

04-Jul-17 Sterlite Technologies Limited Annual General Meeting Management Issue securities of upto Rs.10.0 bn through Qualified Institutional Placement

(QIP)

For For The issue of securities will be governed by the SEBI (ICDR) Regulations and will result in a dilution of around 14%

for existing shareholders, at current market prices. The company has stated that the capital infusion will help in

growth of the company and fund capex expansion.

05-Jul-17 Apollo Tyres Ltd Annual General Meeting Management Adoption of Standalone financial statements for the year ended 31 March 2017

Adoption of Consolidated financial statements for the year ended 31 March

2017


05-Jul-17 Apollo Tyres Ltd Annual General Meeting Management Declare dividend of Rs.3 per share (FV Re.1) For For Good practice to distribute part of profits to shareholders; income for the fund.

05-Jul-17 Apollo Tyres Ltd Annual General Meeting Management Appoint Paul Antony as a Non-Executive, Non- Independent Director For For Paul Antony is the Additional Chief Secretary, Government of Kerala (Industries & Power). He is a nominee

director of the Government of Kerala. His appointment is in line with all statutory requirements.

05-Jul-17 Apollo Tyres Ltd Annual General Meeting Management Appoint Walker Chandiok & Associates as statutory auditors for five years and

fix their remuneration

For For Walker Chandiok & Associates are replacing Deloitte Haskins & Sells as the statutory auditors. Their appointment

is in line with all statutory requirements.

05-Jul-17 Apollo Tyres Ltd Annual General Meeting Management Ratify the remuneration of Rs. 250,000 payable to NP Gopalakrishnan & Co,

cost auditor for FY18

For For The remuneration of Rs. 250,000 proposed to be paid to the cost auditor in FY18 is reasonable compared to the

size and scale of operations.

05-Jul-17 Apollo Tyres Ltd Annual General Meeting Management Reappoint Onkar Kanwar as Managing Director for five years from 1 February


For Abstain His appointment is in line with the statutory requirements. The remuneration though seems a high compared to

their peers.

05-Jul-17 Apollo Tyres Ltd Annual General Meeting Management Revise the remuneration payable to Neeraj Kanwar as Vice Chairperson & MD

from 1 April 2017 to 27 May 2019

For Abstain His appointment is in line with the statutory requirements. The remuneration though seems a high compared to

their peers.

05-Jul-17 Apollo Tyres Ltd Annual General Meeting Management Issuance of non-convertible debentures (NCDs) on a private placement basis

aggregating up to Rs.15.0 bn

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

of the company.

05-Jul-17 Capital First Ltd Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Unqualified accounts. Compliant with Accounting Standards.

05-Jul-17 Capital First Ltd Annual General Meeting Management Declare final dividend of Rs. 2.6 per equity share (face value Rs. 10.0) For For No concern has been identified. The Bank has sufficient funds/ability to pay the dividend.

05-Jul-17 Capital First Ltd Annual General Meeting Management Reappoint Vishal Mahadevia (DIN: 01035771) as a Non-Executive Non-


For For Appointment compliant with law. No major concern identified

05-Jul-17 Capital First Ltd Annual General Meeting Management Appoint B S R & Co. LLP as statutory auditors for a period of five years and fix

their remuneration


05-Jul-17 Capital First Ltd Annual General Meeting Shareholder Reappoint NC Singhal (DIN: 00004916) as an Independent Director for five years For For Appointment compliant with law. No major concern identified

05-Jul-17 Capital First Ltd Annual General Meeting Shareholder Reappoint M S Sundara Rajan (DIN: 00169775) as an Independent Director for

five years


05-Jul-17 Capital First Ltd Annual General Meeting Shareholder Reappoint Hemang Raja (DIN: 00040769) as an Independent Director for five

years


05-Jul-17 Capital First Ltd Annual General Meeting Management Approve FY17 bonus aggregating Rs.15 mn for Apul Nayyar, Executive Director

and revise his remuneration for FY18

For For No concern Identified

05-Jul-17 Capital First Ltd Annual General Meeting Management Approve FY17 bonus aggregating Rs.15 mn for Nihal Desai, Executive Director

and revise his remuneration for FY18

For For No concern identified

05-Jul-17 Capital First Ltd Annual General Meeting Management Approve CFL Employee Stock Option Scheme - 2017 (CFL ESOS 2017) for

employees

For For Grant of stock option is Reasonable and No concern identified

05-Jul-17 Capital First Ltd Annual General Meeting Management Approve CFL Employee Stock Option Scheme - 2017 (CFL ESOS 2017) for

employees of subsidiaries

For For Grant of stock option is Reasonable and No concern identified

05-Jul-17 Capital First Ltd Annual General Meeting Management Increase borrowing limit from Rs. 250 bn to Rs. 300 bn For For 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.

05-Jul-17 Capital First Ltd Annual General Meeting Management Issuance of redeemable non-convertible debentures (NCDs) on a private

placement basis

For For Within the overall borrowing limit.

05-Jul-17 Capital First Ltd Annual General Meeting Management Issuance of equity share or securities through QIP/ FCCBs/ FCEBs/ ECB/ ADR/

GDR aggregating upto Rs. 5.0 bn

For For Required to maintain CAR due to past credit growth.

05-Jul-17 Capital First Ltd Annual General Meeting Management To approve change in place of keeping, maintaining, preserving and inspection

of registers, returns and other documents

For For No inconvenience to shareholders as documents will continue to be kept in Mumbai

06-Jul-17 Satin Creditcare Network Limited Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine Resolution

06-Jul-17 Satin Creditcare Network Limited Annual General Meeting Management Declare final dividend on preference shares For For Routine Resolution

06-Jul-17 Satin Creditcare Network Limited Annual General Meeting Management Reappoint Satvinder Singh (DIN: 00332521) as a Non-Executive Non-



06-Jul-17 Satin Creditcare Network Limited Annual General Meeting Management Appoint Walker Chandiok & Co LLP as statutory auditors for a period of five


For For No concern has been identified regarding appointment of Walker Chandiok & Co LLP as Statutory Auditors of the

Company.

06-Jul-17 Satin Creditcare Network Limited Annual General Meeting Shareholder Reappoint Davis Frederick Golding (DIN: 00440024) as an Independent Director

for five years, w.e.f. 30 August 2016

For For Re-Appointment compliant with law. No major concern identified.





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




06-Jul-17 Satin Creditcare Network Limited Annual General Meeting Management Issuance of redeemable non-convertible debentures (NCDs) on a private

placement basis, aggregating upto Rs. 20.0 bn

For For The issuance of Non-Convertible Debentures will be within the overall borrowing limit.

06-Jul-17 Satin Creditcare Network Limited Annual General Meeting Management Approve termination of earlier ESOP Schemes For For To implement the new ESOP scheme.

06-Jul-17 Satin Creditcare Network Limited Annual General Meeting Management Approve Satin Employee Option Scheme 2017 (SEOS 2017) For For As the overall dilution and cost implication of the scheme is reasonable

06-Jul-17 Satin Creditcare Network Limited Annual General Meeting Management Approve Satin Employee Option Scheme 2017 (SEOS 2017) for employees of

subsidiaries

For For As the overall dilution and cost implication of the scheme is reasonable

06-Jul-17 Satin Creditcare Network Limited Annual General Meeting Management Issuance of equity share or equity linked securities through QIP/ FCCBs/ FCEBs/

ECB/ ADR/ GDR aggregating upto Rs. 3.0 bn

For For Is Required raise funds to meet the needs of its growing business and to augment its capital base. Further, Plan

to foray into microfinance and housing finance segments, which will require additional funds.

06-Jul-17 Satin Creditcare Network Limited Annual General Meeting Management To approve amendments in the Articles of Association (AOA). 1. Satin proposes

to incorporate relevant provisions of the shareholder agreement entered with

Asian Development Bank (ADB) in the AOA. 2. Further, it proposes to

incorporate provisions of sitting fees and to issue different kind of preference

shares

For For Compliant with law

06-Jul-17 Hindustan Constructions Ltd Annual General Meeting Management Adoption of standalone financial statements for the year ended 31 March 2017


2017

For For We believe that a comprehensive review of the financials of a company is a critical exercise which often requires

first-hand information and proper due diligence. We do not comment on resolutions for adoption of financial

statements, given the limited time between receipt of the annual report and the shareholder meeting, but

provide analysis of critical ratios

06-Jul-17 Hindustan Constructions Ltd Annual General Meeting Management Reappoint N. R. Acharyulu as Non-Executive Non-Independent Director For For N. R. Acharyulu is the former Chief Operating Officer. His reappointment is in line with the statutory

requirements

06-Jul-17 Hindustan Constructions Ltd Annual General Meeting Management Ratify appointment of Walker handiok & Co LLP For For Walker Chandiok & Co LLP’s ratification is in line with our Voting Policy on Auditor (Re)Appointments and with

the requirements of Section 139 of the Companies Act 2013

06-Jul-17 Hindustan Constructions Ltd Annual General Meeting Shareholder Reappoint Mr. Ram P. Gandhi an Independent Director for a period of three

years

For For Ram Gandhi is the Former President of Indian Merchants Chamber of Commerce and Industry. He has been on

the board of the company 17 years

06-Jul-17 Hindustan Constructions Ltd Annual General Meeting Shareholder Re-appointment of Mr. Sharad M. Kulkarni (DIN : 00003640), Independent

Director of the Company

For For Sharad Kulkarni is a Corporate Advisor and Business Consultant. He has been on the board of the company 15

yearsAt the 2016 AGM the board had fixed his FY17 remuneration at the Companies Act 2013 thresholds of

minimum remuneration – which aggregated Rs. 21.9 mn. After an amendment in 12 September 2016, the

thresholds for minimum managerial remuneration increased – therefore, the board has decided to revise his

remuneration to Rs. 35.7 mn for FY17. In FY17, the ratio of his remuneration to median remuneration was 40x

06-Jul-17 Hindustan Constructions Ltd Annual General Meeting Management Approve payment of revised remuneration to Ajit Gulabchand as Chairperson

and MD for FY17

For For In Line with industry standard

06-Jul-17 Hindustan Constructions Ltd Annual General Meeting Management Fix remuneration of Ajit Gulabchand as Chairperson and MD for FY18 For For Ajit Gulabchand’s proposed FY18 remuneration of Rs. 38.8 mn is within the limits specified under Companies Act

2013. The proposed remuneration is commensurate with the size and complexity of the business and is in line

with the peers

06-Jul-17 Hindustan Constructions Ltd Annual General Meeting Management Appoint Arjun Dhawan as Group CEO & Wholetime Director for a period of five

years from 1 April 2017and fix his remunerationfor three years

For For Arjun Dhawan was appointed as Group CEO & Whole-time Director from 1 April 2017. Since 2009, he was the

President and CEO of the HCC Infrastructure division. He has also been Chairperson of HCC Concessions Limited.

Although part of the promoter group, Arjun Dhawan is a professional: he holds a Bachelor’s degree in

Mathematics & Economics from Middlebury College and an MBA from Harvard Business School. His

remuneration has been capped at Rs. 60.0 mn per annum for the next three years. In years when the company

inadequate profit he will be paid a remuneration of Rs. 38.8 mn. His proposed remuneration is commensurate

with the size and complexity of the business and in line with peers

06-Jul-17 Hindustan Constructions Ltd Annual General Meeting Management Ratify remuneration aggregating Rs. 250,000 paid to Joshi Apte & Associates as


For For The remuneration of Rs. 250,000 paid to the cost auditor in FY17 is reasonable compared to the size and scale of

operations

06-Jul-17 Hindustan Constructions Ltd Annual General Meeting Management Option to lenders for conversion of loans into full paid up equity shares or

Optionally Convertible Debentures for outstanding debt

For For Lenders typically insist on having a clause for conversion of debt into equity in order to safeguard their interests

in case of default. Also, these clauses are incorporated to enable Scheme for Sustainable Structuring of Stressed

Assets (S4A) schemes that the lenders might choose to invoke, in case of default. While the dilution to minority

shareholders could be high if all loans are converted to equity, such a provision will help strengthen the

company’s capital structure

06-Jul-17 Hindustan Constructions Ltd Annual General Meeting Management Issue upto 12.4 mn equity shares of face value Re. 1 each (amounting to 1.2 %

of the share capital) to the lenders/ allottees on a preferential basis ii) Issue

upto 1.1 mn Optionally Convertible Debentures (OCDs) of face value Rs.1000

each on preferential basis

For For The issuances follow the invocation of the S4A Scheme by lenders. The company has stated that there will be no

change in the management or control of the company post the issue and allotment of the equity shares. As a

good corporate governance practice, companies should not club resolutions

06-Jul-17 Hindustan Constructions Ltd Annual General Meeting Management Issue securities upto Rs. 10 bn For For The issue of securities will be governed by the SEBI (ICDR) Regulations. At current market prices, a capital raise of

Rs.10 bn will result in a 19% equity dilution on post–issuance share capital (assuming all issuances). The company

needs to raise equity to strengthen its capital structure

06-Jul-17 Bharat Petroleum Corporation Ltd Postal Ballot Management Issue one equity share as bonus for two equity shares of Rs.10 each 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.

06-Jul-17 City Union Bank Ltd. Postal Ballot Management Issue of Bonus shares For For To capitalize a portion of reserves.

07-Jul-17 Havells India Ltd Annual General Meeting Management Adoption of Financial Statements For Abstain Board Best suited

07-Jul-17 Havells India Ltd Annual General Meeting Management Declaration of Dividend For For Good policy to pay divided to shareholders

07-Jul-17 Havells India Ltd Annual General Meeting Management Re-appointment of Shri Rajesh Kumar Gupta as Director For For He has helped shape not just the finance function but played a multi-dimensional role in laying the culture,

systems and processes across the organization. Been regular to all meetings.

07-Jul-17 Havells India Ltd Annual General Meeting Management Re-appointment of Shri T. V. Mohandas Pai as Director For For Shri T. V. Mohandas Pai is a key player in the development of the IT services industry in India and instituted

several industry-firsts in the Country. Prior to this, he was a Member of the Board at Infosys Ltd., where he also

served as CFO and the lead for HR and Education & Research. Been regular to all meetings.

07-Jul-17 Havells India Ltd Annual General Meeting Management Ratification of appointment of Statutory Auditors For For Remuneration is in line with industry practice.





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




07-Jul-17 Havells India Ltd Annual General Meeting Management Ratification of the Remuneration to Cost Auditors For For Remuneration is in line with industry practice.

07-Jul-17 Havells India Ltd Annual General Meeting Shareholder Appointment of Shri Vellayan Subbiah as Independent Director For For He has over 21 years of experience in the varied fields of technology, projects and financial services. He has

worked with Mckinsey and Company, Chicago, 24/7 Customer Inc. and Sundram Fasteners. Regular to all

meetings.

07-Jul-17 Havells India Ltd Annual General Meeting Management Revision in terms of remuneration paid to Shri Rajesh Kumar Gupta Whole Time

Director (Finance) of the Company

For For Although remuneration of Mr. Rajesh Kumar Gupta for FY 16-17 is higher in absolute terms however, his

remuneration as a percentage of net profits of the Company is lower than that of executive director at peer

Company. It’s in line with industry practices.

07-Jul-17 Bharat Financial Inclusion Ltd Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine resolution

07-Jul-17 Bharat Financial Inclusion Ltd Annual General Meeting Management Reappoint M. Ramachandra Rao as MD & CEO For For Routine resolution

07-Jul-17 Bharat Financial Inclusion Ltd Annual General Meeting Management Appoint BSR & Co. LLP as statutory auditors for five years and fix remuneration. For For Routine Resolution

07-Jul-17 Bharat Financial Inclusion Ltd Annual General Meeting Shareholder Appoint Ashish Lakhanpal as Non-Executive Non-Independent Director. For For No concerns

07-Jul-17 Bharat Financial Inclusion Ltd Annual General Meeting Management Approve private placement of non-convertible debentures (NCDs), bonds etc. For For Positive for capital ratios

07-Jul-17 Bharat Financial Inclusion Ltd Annual General Meeting Management Increase the ‘ESOP Plan 2011’ pool by 2.75 mn stock options. For For Routine resolution

07-Jul-17 Team Lease Services Ltd Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017


07-Jul-17 Team Lease Services Ltd Annual General Meeting Management Appointment of Mr. Manish Mahendra Sabharwal as a director liable to retire

by rotation

For For Appointment compliant with the Law. No governance concern

07-Jul-17 Team Lease Services Ltd Annual General Meeting Management Appointment of auditors For For No concern has been identified with regard to appointment of M/s. S.R. Batliboi & Co. as Statutory Auditors for a

period of 5 years from conclusion of this Annual General Meeting till the conclusion of the Annual General

Meeting to be held in 2022.

07-Jul-17 Team Lease Services Ltd Annual General Meeting Management Ratification of Employee Stock Option Plan 2015 of TeamLease Services Limited For For The current ESOP scheme, that provides for grant of options at par value, would come to an end when the

remaining 1,553 shares in the Trust are also issued. Thereafter, the company would have to formulate a new

scheme and the same would be implemented upon receipt of necessary approval of the shareholders.

07-Jul-17 Team Lease Services Ltd Annual General Meeting Management Grant of Stock Option to employees For For The new grants proposed to be sanctioned is restricted to 29,470 options which are presently available in the

ESOP Trust. The grants have been provided to the leadership team other than Directors.

08-Jul-17 Upl Ltd Annual General Meeting Management a. Adoption of standalone financial statements for the year ended 31 March

2017

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

2017


08-Jul-17 Upl Ltd Annual General Meeting Management To declare final dividend of Rs.7.0 per equity share (face value Rs.2.0) 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 2017. The total dividend outflow including dividend tax for FY17 is Rs.4.3 bn. The dividend payout ratio

is 177.9%.

08-Jul-17 Upl Ltd Annual General Meeting Management Reappoint Jaidev Shroff as Non-Executive Non-Independent Director 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 requirements.

08-Jul-17 Upl Ltd Annual General Meeting Management Reappoint Ms. Sandra Shroff as Non-Executive Non-Independent Director 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 requirements.

08-Jul-17 Upl Ltd Annual General Meeting Management Appoint B S R & Co LLP as statutory auditors for a period of five years and fix

their remuneration

For For B S R & Co LLP’s appointment is in line with our Voting Policy on Auditor Rotation and with the requirements of

Section 139 of the Companies Act 2013.

08-Jul-17 Upl Ltd Annual General Meeting Management Approve remuneration of Rs.0.7 mn for RA & Co as cost auditors for the



08-Jul-17 Upl Ltd Annual General Meeting Management Approve private placement of non-convertible debentures (NCDs) aggregating

Rs.30.0 bn

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

08-Jul-17 Upl Ltd Annual General Meeting Management Approve UPL Limited - Employees Stock Option Plan 2017 (ESOP 2017) under

which 2.5 mn stock options will be issued

For For In line with industry standards

08-Jul-17 Upl Ltd Annual General Meeting Management Approve grant of stock options to the employees of subsidiaries of the company

under UPL Limited - Employees Stock Option Plan 2017 (ESOP 2017)

For For The company requires shareholder approval in a separate resolution to extend the ESOP 2017 benefits to the

employees of subsidiaries.

11-Jul-17 Jyothy Laboratories Ltd Annual General Meeting Management Adoption of accounts For Abstain Board Best suited

11-Jul-17 Jyothy Laboratories Ltd Annual General Meeting Management Declare final dividend For For Good policy to pay divided to shareholders

11-Jul-17 Jyothy Laboratories Ltd Annual General Meeting Management Reappointment of MS. MR Jyothy as director For For Part of promoter group and CMO of the company.

11-Jul-17 Jyothy Laboratories Ltd Annual General Meeting Management Appointment of M/s B S R & Co. LLP as statutory auditors For Abstain Board Best Suited

11-Jul-17 Jyothy Laboratories Ltd Annual General Meeting Management Approve commission of up to 1% of net profits for non-executive directors for

five years.

For For This approval was taken five years back also and company has in past just paid aggregate of Rs3.2mn which is

reasonable compared to size of the company

11-Jul-17 Jyothy Laboratories Ltd Annual General Meeting Management Fix remuneration to cost auditors, R. Nanabhoy & Co., for FY17 For For Payment is commensurate to size of the company.

11-Jul-17 South Indian Bank Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine Resolution

11-Jul-17 South Indian Bank Annual General Meeting Management Declare a dividend of Rs 0.4 per share of face value Re 1.0 each For For Routine Resolution

11-Jul-17 South Indian Bank Annual General Meeting Shareholder Appoint Achal Kumar Gupta as a Non-Executive Director For For Appointment compliant with law. No major concern identified.

11-Jul-17 South Indian Bank Annual General Meeting Management To appoint statutory central auditors of the bank and fix their remuneration For For Appointments in line with RBI guidelines. No concern identified.

11-Jul-17 South Indian Bank Annual General Meeting Management To enable the board to appoint branch auditors and fix their remuneration in

consultation with the central statutory auditors

For For Appointments in line with RBI guidelines. No concern Identified.

11-Jul-17 South Indian Bank Annual General Meeting Management Appoint Salim Gangadharan as Non-Executive Chairperson wef 2 November

2016 for 3 years and fix his remuneration

For For Appointment compliant with law. No major concern identified. And remuneration is reasonable.

11-Jul-17 South Indian Bank Annual General Meeting Management Reappoint V G Mathew as MD & CEO wef 1 October 2017, for three years and

fix his remuneration


11-Jul-17 South Indian Bank Annual General Meeting Management To increase the borrowing limit from Rs 60 bn to Rs 100 bn For For Considering the growth in business and operations of the bank.





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




11-Jul-17 South Indian Bank Annual General Meeting Management To issue equity instruments up to Rs 200 mn through QIP For For Opportunity to raise attractive borrowings as per the RBI guidelines on Issue of ‘Long Term Bonds by Banks for

Financing of Infrastructure and Affordable Housing’, which carries attractive terms and relaxation in Basel III

guidelines on limit of Tier II capital to be considered for capital fund purposes.

11-Jul-17 South Indian Bank Annual General Meeting Management To borrow in Indian/foreign currency by issuing debt securities up to Rs 5.0 bn

on private placement basis

For For Is Required raise funds to meet the needs of its growing business and to augment its capital base. Further, it has

plan to foray into microfinance and housing finance segments, which will require additional funds.

12-Jul-17 Laurus Labs Ltd Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017


12-Jul-17 Laurus Labs Ltd Annual General Meeting Management Reappoint Rajesh Kumar Dugar as Director For For Reappointment is in-line with Companies Act

12-Jul-17 Laurus Labs Ltd Annual General Meeting Management Reappoint Narendra Ostawal as Director For For Reappointment is in-line with Companies Act

12-Jul-17 Laurus Labs Ltd Annual General Meeting Management Declare dividend of Rs.1.50 per equity share of Rs.10 each For For Routine Resolution

12-Jul-17 Laurus Labs Ltd Annual General Meeting Management Appoint Deloitte Haskins & Sells as statutory auditors for five years and fix their

remuneration

For For Appointment is in-line with Companies Act

12-Jul-17 Laurus Labs Ltd Annual General Meeting Management Approve remuneration of Rs.250,000 payable to Bharathula & Associates, Cost

auditors for FY18

For For Remuneration is in line with the size and scale of company operations

12-Jul-17 Laurus Labs Ltd Annual General Meeting Management Add Article 49A in Articles of Association to give special right to Bluewater

Investment Ltd

For For Article 49A enables Bluewater Investments Ltd to appoint a nominee director to the board if they continue to

hold more than 15% of the share capital of the company – in line with SEBI listing Obligations and Disclosure

Requirements

12-Jul-17 Laurus Labs Ltd Annual General Meeting Management Modification to Article 58 in Articles of Association to enable Managing Director

and Wholetime Directors to retire by rotation, removal of first paragraph,

words ‘PART A’ and entire ‘PART B’ from Articles of Association

For For Required as per Companies Act 2013

12-Jul-17 Laurus Labs Ltd Annual General Meeting Management Ratify creation of charges on assets upto Rs.20 bn For For Company is ratifying the borrowing limit to Rs 20 bn and creation of charges on assets would enable the

company to borrow at lower costs

12-Jul-17 Laurus Labs Ltd Annual General Meeting Management Ratify the borrowing limit of Rs.20 bn For For Current outstanding debt is Rs 9.1 bln and increase in borrowing limit is in-line with size of company’s operations

12-Jul-17 Laurus Labs Ltd Annual General Meeting Management Appoint Krishna Chaitanya Chava as Assistant Vice President - Corporate

Development with effect from 15 April 2017 and fix his remuneration

For For Appointment is in-line with Companies Act and remuneration is comparable to other peers in the industry

12-Jul-17 Laurus Labs Ltd Annual General Meeting Management Increase remuneration payable to Chandrakanth Chereddi with effect from 1

April 2017

For For Renumeration payable is comparable to other peers in the industry

12-Jul-17 Laurus Labs Ltd Annual General Meeting Management Modify the terms of bonus payable to Dr. Satyanarayana Chava with effect from

1 April 2017

For For Bonus payable is comparable to other peers in the industry

12-Jul-17 Laurus Labs Ltd Annual General Meeting Management Modify the terms of bonus payable to Dr. Srihari Raju Kalidindi with effect from

1 April 2017


12-Jul-17 Laurus Labs Ltd Annual General Meeting Management Modify the terms of bonus payable to V V Ravi Kumar with effect from 1 April

2017


12-Jul-17 Laurus Labs Ltd Annual General Meeting Management Appoint Dr. M Venu Gopala Rao as Independent Director for five years with

effect from 18 May 2017


12-Jul-17 Laurus Labs Ltd Annual General Meeting Management Appoint Dr. Ravindranath Kancherla as Independent Director for five years with

effect from 18 May 2017


12-Jul-17 Laurus Labs Ltd Annual General Meeting Management Ratify ‘Laurus Employees Stock Option Scheme 2011’ launched before the Initial

Public Offering

For For ESOP 2011 has only 29000 stock options to be granted with neglible cost on vesting

12-Jul-17 Laurus Labs Ltd Annual General Meeting Management Ratify ‘Laurus Employees Stock Option Scheme 2016’ launched before the Initial

Public Offering

For For ESOP 2016 has only 530500 stock options to be granted which along with 2011 would lead to less than 2%

dilution to existing equity shareholders

12-Jul-17 Sunteck Realty Ltd Postal Ballot Management Alteration of MOA of company to align with the companies act. For For Existing MOA is based on companies Act 1956; to comply with Companies act 2013 these changes are required.

12-Jul-17 Sunteck Realty Ltd Postal Ballot Management Approve adoption of new set of AOA to align with the companies act. For For AOA changes in line with new companies act but here some extra powers are given to chairperson. Discussed

with the companies and believe these will be exercised only for interest of all shareholders.

12-Jul-17 Sunteck Realty Ltd Postal Ballot Management Sub division of equity shares from face value of Rs. 2 to Rs. 1 each For For Helps improve liquidity

12-Jul-17 Sunteck Realty Ltd Postal Ballot Management Alteration to the capital clause of MOA following sub division of equity shares. For For In line for sub division of shares.

12-Jul-17 Essel Propack Ltd Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For This is a standard resolution.

12-Jul-17 Essel Propack Ltd Annual General Meeting Management To declare final dividend of Rs.2.4 per equity share (face value Rs.2.0) For For The total dividend outflow including dividend tax for FY17 is Rs.453.8 mn. The dividend payout ratio is 71.0%.

12-Jul-17 Essel Propack Ltd Annual General Meeting Management Reappoint Atul Goel as Non-Executive Non-Independent Director 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 requirements

12-Jul-17 Essel Propack Ltd Annual General Meeting Management Appoint Ford Rhodes Parks & Co LLP as statutory auditors for a period of five


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

Act 2013

12-Jul-17 Essel Propack Ltd Annual General Meeting Management Approve remuneration of Rs.0.1 mn for R. Nanabhoy and Co as cost auditors for


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

12-Jul-17 Essel Propack Ltd Annual General Meeting Management Redesignate Ashok Goel as Chairperson and Managing Director for the

remainder of the tenure

For For Dr. Subhash Chandra resigned as Chairperson and Director of the company from August 2016. The company has

proposed to redesignate Ashok Goel as Chairperson and Managing Director. There will be no change in Ashok

Goel’s other terms of reappointment including remuneration and tenure.

12-Jul-17 Zee Entertainment Enterprises Ltd Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine proposal.

12-Jul-17 Zee Entertainment Enterprises Ltd Annual General Meeting Management 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.





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




12-Jul-17 Zee Entertainment Enterprises Ltd Annual General Meeting Management To declare final dividend of Rs.2.5 per equity share (face value Re.1.0) 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 2017. The total dividend outflow including dividend tax for FY17 is Rs.2.9 bn. The dividend payout ratio is

27.9%.

12-Jul-17 Zee Entertainment Enterprises Ltd Annual General Meeting Management Reappoint Subodh Kumar as Non-Executive Non-Independent Director For For Subodh Kumar is the Vice Chairperson. He is liable to retire by rotation and his reappointment is in line with all


12-Jul-17 Zee Entertainment Enterprises Ltd Annual General Meeting Management Appoint Deloitte Haskins & Sells LLP as statutory auditors for a period of five


For For Deloitte Haskins & Sells LLP’s appointment is in line with our Voting Policy on Auditor Rotation and with the


12-Jul-17 Zee Entertainment Enterprises Ltd Annual General Meeting Management Ratify remuneration aggregating Rs.0.3 mn paid to Vaibhav P Joshi & Associates

as cost auditor for FY17

For For The remuneration of Rs.0.3 mn paid to the cost auditor in FY17 is reasonable compared to the size and scale of

operations.

12-Jul-17 Zee Entertainment Enterprises Ltd Annual General Meeting Shareholder Reappoint Manish Chokhani as an Independent Director for a period of three

years from 1 April 2018

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

requirements.

12-Jul-17 Zee Entertainment Enterprises Ltd Annual General Meeting Management Keep the register of members and other documents at the office of the

Registrar and Transfer Agent

For For At the FY16 AGM, the company sought shareholder approval to keep the register of members and other

documents at the office of Link Intime Private Limited in Mumbai. Link Intime Private Limited has shifted its

registered office in Mumbai from Bhandup to Vikhroli. The company seeks shareholder approval to keep the

registers and other documents at the new location in Mumbai. The documents will be maintained within the

same city where the registered office is located; we believe that this will not inconvenience shareholders.

13-Jul-17 Jsw Energy Limited Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31March 2017


13-Jul-17 Jsw Energy Limited Annual General Meeting Management Approve dividend of Rs 0.5 per share of face value Rs 10.0 each For For The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs 866 mn. The dividend

payout ratio for FY17 was 44.5%.

13-Jul-17 Jsw Energy Limited Annual General Meeting Management Reappoint Nirmal Kumar Jain as a Director For For Nirmal Kumar Jain (DIN: 0019442) is the former Vice Chairperson at JSW Energy. He retires by rotation, and his

reappointment is in line with the statutory requirements.

13-Jul-17 Jsw Energy Limited Annual General Meeting Management Appoint Deloitte Haskins & Sells LLP as statutory auditors for five years and fix

their remuneration

For For Deloitte Haskins & Sells LLP are replacing Lodha & Co as the statutory auditors. The appointment is in line with

the statutory requirements.

13-Jul-17 Jsw Energy Limited Annual General Meeting Shareholder Appoint Prashant Jain as a Director For For Prashant Jain (DIN: 01281621) is being appointed as the Joint MD and CEO of JSW Energy. He was earlier the

head of Corporate Strategy and Development in the JSW group and has more than two decades of experience in

the industry. His appointment is in line with the statutory requirements

13-Jul-17 Jsw Energy Limited Annual General Meeting Management Appoint Prashant Jain as Joint MD and CEO for five years w.e.f 16 June 2017

and fix his remuneration

For For The remuneration is estimated to be Rs 36 mn p.a., which includes fixed salary and performance incentives and

is within the overall cap of Rs.60 mn per year, proposed by the Board. In addition, he will receive retiral and

superannuation benefits. His estimated remuneration is in line with peers and commensurate with the size and

scale of operations.

13-Jul-17 Jsw Energy Limited Annual General Meeting Shareholder Appoint Uday Chitale as an Independent Director for five years w.e.f 22 July

2016

For For Uday Chitale (DIN: 00043268) is a Senior Partner of M.P Chitale & Co, Chartered Accountants. His appointment is

in line with statutory requirements.

13-Jul-17 Jsw Energy Limited Annual General Meeting Shareholder Appoint Ms. Tanvi Shete as a Director For For She is the Managing Trustee of the Jindal Education Trust and has worked as a social worker for other non-profit

organizations. She has a degree in Economics from New York University. In line with industry standards

13-Jul-17 Jsw Energy Limited Annual General Meeting Management Approve remuneration of Rs. 0.15 mn for S. R. Bhargave & Co as cost auditors

for FY18

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

operations.

13-Jul-17 Jsw Energy Limited Annual General Meeting Management Approve related party transactions aggregating to Rs.90 bn (over 36 months)

with JSW International Tradecorp Pte. Limited, Singapore

For For JSW International Tradecorp Pte. Ltd (JITPL) is a group company engaged in the business of procuring imported

coal for the entire JSW group. This gives the group greater buying power and the ability to negotiate better deals

on consolidated volumes.

13-Jul-17 Jsw Energy Limited Annual General Meeting Management Approve related party transactions aggregating to Rs.80 bn (over 36 months)

with JSW Steel Limited

For For JSW Steel Limited (JSWSL) is a group entity, engaged in the production of steel. JSW Energy supplies power to

JSWSL and provides operation and maintenance services. The company also purchases fuel, steel and other

materials from JSWSL. In the last three years, such transactions amounted to Rs.50.1 bn. The transactions are in

the ordinary course of business and are at arms-length.

13-Jul-17 Jsw Energy Limited Annual General Meeting Management Approve issuance of redeemable non-convertible debentures (NCDs) on a

private placement basis, aggregating up to Rs. 50.0 bn

For For The funds will be used for ongoing capex and for general corporate purposes. The issuance will be within the

approved borrowing limit of 10x times the aggregate of paid up capital and free reserves (~Rs.800 bn).

13-Jul-17 Jsw Energy Limited Annual General Meeting Management Approve issuance of securities aggregating up to Rs. 75.0 bn For For If JSW Energy were to raise the entire Rs. 75.0 bn at the current market price of Rs. 63.3, it would have to issue

~1185 mn shares: this would result in an equity dilution of ~ 42% on the post issuance share capital.

13-Jul-17 Jsw Energy Limited Annual General Meeting Management Approve issuance of non-convertible bonds aggregating up to $750 mn (Rs. 48

bn)

For For The funds will be used for refinancing existing debt, ongoing capex and for general corporate purposes. The

issuance will be within the approved borrowing limit of 10x times the aggregate of paid up capital and free

reserves (~Rs.800 bn).

13-Jul-17 Cyient Ltd Annual General Meeting Management Adoption of consolidated financial statements for the year ended 31 March

2017

For For Routine proposal.

13-Jul-17 Cyient Ltd Annual General Meeting Management To confirm interim dividend of Rs.3.0 per equity share and special dividend of

Rs.2.5 per share and to declare final dividend of Rs.5.0 per share on face value

Rs.5.0

For For The aggregate dividend is Rs.10.5 per share. The total dividend outflow including dividend tax for FY17 is Rs.1.6

bn. The dividend payout ratio for FY17 is 62.8%

13-Jul-17 Cyient Ltd Annual General Meeting Management Reappoint Alain De Taeye (DIN: 03015749) as Non-Executive Non-Independent

Director

For For Alain De Taeye is the founder of Informatics & Management Consultants. He is liable to retire by rotation and his

reappointment is in line with all statutory requirements

13-Jul-17 Cyient Ltd Annual General Meeting Management Ratify Deloitte Haskins & Sells’ reappointment as statutory auditors and fix

remuneration

For For Deloitte Haskins & Sells was appointed for a period of 3 years in the company’s FY14 AGM. Under the Companies

Act 2013, auditor reappointment must be ratified annually. The ratification of Deloitte Haskins & Sells is in line

with our Voting Policy on Auditor Rotation and follows the spirit of Section 139 of the Companies Act, 2013

13-Jul-17 Cyient Ltd Annual General Meeting Management Not fill casual vacancy caused by the retirement of Thomas Prete (DIN

06634086

For For Thomas Prete, a Non-Executive Non-Independent Director. retires by rotation and does not offer himself for

reappointment. His attended just 18% of all board meetings held over the past three years. The shareholder

notice is unclear on its communication: however, the company has clarified that it will not fill up the casual

vacancy caused





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




13-Jul-17 Cyient Ltd Annual General Meeting Shareholder Appoint Vinai Thummalapally (DIN: 07797921) as an Independent Director for

five years from 13 July 2017

For For Vinai Thummalapally was an American ambassador to Belize for four years from 2009. He has a B.S. degree in

Mechanical Engineering from California State University (CSU). His appointment is in line with the statutory

requirements

13-Jul-17 Cyient Ltd Annual General Meeting Management To charge fees from shareholders in advance for the dispatch of documents in

the mode requested by them

For Abstain 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.

14-Jul-17 Hero Motocorp Ltd Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017


14-Jul-17 Hero Motocorp Ltd Annual General Meeting Management 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

For For Good practice to distribute part of profits to shareholders; income for the fund.

14-Jul-17 Hero Motocorp Ltd Annual General Meeting Management Reappoint Vikram Kasbekar (DIN: 00985182) as an Executive Director 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 AGM. He retired by rotation and his reappointment

meets all statutory requirements.

14-Jul-17 Hero Motocorp Ltd Annual General Meeting Management Appoint BSR & Co. LLP as statutory auditors for a period of five years and fix

their remuneration

For For BSR & Co. LLP’s appointment is in line with our Voting Guidelines on Auditor Rotation and with the requirements


14-Jul-17 Hero Motocorp Ltd Annual General Meeting Management Approve remuneration of Rs. 0.75 mn for Ramanath Iyer & Co. as cost auditors

for FY18


14-Jul-17 Federal Bank Ltd Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Unqualified accounts. Compliant with Accounting Standards

14-Jul-17 Federal Bank Ltd Annual General Meeting Management Declare a dividend of Rs 0.9 per share of face value Rs 2.0 each For For No concern has been identified. The Bank has sufficient funds/ability to pay the dividend.

14-Jul-17 Federal Bank Ltd Annual General Meeting Management Reappoint Ashutosh Khajuria as an Executive Director & CFO For For Appointment compliant with law. No major concern identified

14-Jul-17 Federal Bank Ltd Annual General Meeting Management To reappoint BSR & Co. LLP and MM Nissim & Co. LLP as joint central statutory

auditors for FY18


14-Jul-17 Federal Bank Ltd Annual General Meeting Management To authorize the board to appoint branch auditors for FY18 and fix their

remuneration in consultation with the joint central statutory auditors


14-Jul-17 Federal Bank Ltd Annual General Meeting Management Reappoint Shyam Srinivasan as an MD & CEO wef 23 September 2016, for three

years and fix his remuneration


14-Jul-17 Federal Bank Ltd Annual General Meeting Management Grant options under ESOS 2010, for 2016, to Ganesh Sankaran @ Rs 72.45 per

share

For For The terms of appointment have been approved by the board and the RBI.

14-Jul-17 Federal Bank Ltd Annual General Meeting Management Approve terms of appointment of KM Chandrasekhar as Chairperson For For Terms of approval compliant with law

14-Jul-17 Federal Bank Ltd Annual General Meeting Management Fix commission of upto Rs 1 mn to each non-executive director (excluding

Chairperson), w.e.f FY17

For For Commission within the prescribed section of the companies act.

14-Jul-17 Federal Bank Ltd Annual General Meeting Management Reappoint KM Chandrasekhar as Independent Director wef 17 July 2017 for one

year


14-Jul-17 Federal Bank Ltd Annual General Meeting Management Reappoint Nilesh Vikamsey as Independent Director wef 17 July 2017 for three

years


14-Jul-17 Federal Bank Ltd Annual General Meeting Management Reappoint Dilip Sadarangani as Independent Director wef 17 July 2017 for three

years


14-Jul-17 Federal Bank Ltd Annual General Meeting Management Reappoint Harish Engineer as Independent Director wef 17 July 2017 for two

years


14-Jul-17 Federal Bank Ltd Annual General Meeting Management Reappoint Grace Koshie as Independent Director wef 17 July 2017 for three

years


14-Jul-17 Federal Bank Ltd Annual General Meeting Management Reappoint Shubhalakshmi Panse as Independent Director wef 17 July 2017 for

three years


14-Jul-17 Federal Bank Ltd Annual General Meeting Management To grant upto 86.2 mn options under Employee Stock Option Scheme 2017

(ESOS 2017)

For For Cost impact is minimal and equity dilution is limited to 5%. No major concern identified

14-Jul-17 Federal Bank Ltd Annual General Meeting Management Amend Articles of Association (AoA) to authorize any attorney or bank official to

affix the bank seal on official documents

For For Improve operational and administrative convenience. No major concern identified.

14-Jul-17 Federal Bank Ltd Annual General Meeting Management To borrow in Indian/foreign currency by issuing debt securities up to Rs 40 bn

on private placement basis.

For For Within borrowing limit and no major concern identified.

14-Jul-17 Federal Bank Ltd Annual General Meeting Management To approve the increase in the borrowing powers to Rs 70 bn over and above

the paid capital and free reserves of the bank

For For Within borrowing limit and no major concern identified.

14-Jul-17 Vedanta Limited Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31

March 2017

For Abstain Routine proposal

14-Jul-17 Vedanta Limited Annual General Meeting Management Confirm first interim dividend of Rs.1.75 per equity share and second interim

dividend of Rs.17.75 per equity share

For For Dividend for shareholders

14-Jul-17 Vedanta Limited Annual General Meeting Management Reappoint Thomas Albanese as Director For For In line with statutory requirements

14-Jul-17 Vedanta Limited Annual General Meeting Management Ratify SR Batliboi & Co. as statutory auditors and fix their remuneration For For In line with statutory requirements

14-Jul-17 Vedanta Limited Annual General Meeting Shareholder Appoint GR Arun Kumar as Wholetime Director (Chief Financial Officer) for

three years with effect from 22 November 2016 and fix his remuneration

For For In line with statutory requirements

14-Jul-17 Vedanta Limited Annual General Meeting Management Reappoint Thomas Albanese as Wholetime Director (Chief Executive Officer)

from 1 April 2017 to 31 August 2017 and fix his remuneration


14-Jul-17 Vedanta Limited Annual General Meeting Shareholder Appoint K Venkataramanan as Independent Director for three years with effect

from

1 April 2017






Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




14-Jul-17 Vedanta Limited Annual General Meeting Shareholder Appoint Aman Mehta as Independent Director for three years with effect from

17 May 2017

For Abstain Mr. Mehta has been an independent director on the board of the parent company, Vedanta Resources Plc, since

November 2004 hence may not be completely independent.

14-Jul-17 Vedanta Limited Annual General Meeting Shareholder Appoint Ms. Priya Agarwal as Non-Executive Director For Abstain Inadequate information available about Ms. Agarwal’s experience

14-Jul-17 Vedanta Limited Annual General Meeting Management Approve remuneration of Rs.1.8 mn payable to Ramnath Iyer & Co and Shome

and Banerjee, cost auditors for FY18


14-Jul-17 Vedanta Limited Annual General Meeting Management Approve issuance of Non-Convertible Debentures and other debt securities

upto Rs.200 bn on a private placement basis


14-Jul-17 Vedanta Limited Annual General Meeting Management Waive recovery of the excess remuneration aggregating Rs.62.5 mn paid to

Navin Agarwal (Chairperson) for FY14


15-Jul-17 Berger Paints Ltd. Postal Ballot Management Alteration of the object clause of the Memorandum Association of the

company.

For For Changes required for companies entry into home décor and construction industry

17-Jul-17 Karnataka Bank Ltd. Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Unqualified accounts. Compliant with Accounting Standards.

17-Jul-17 Karnataka Bank Ltd. Annual General Meeting Management Declare a dividend of Rs 4 per share of face value Rs 10.0 each For For No concern has been identified. The Bank has sufficient funds/ability to pay the dividend.

17-Jul-17 Karnataka Bank Ltd. Annual General Meeting Management To reappoint Abarna & Ananthan and appoint R K Kumar & Co as joint central

statutory auditors for FY18 and fix their remuneration


17-Jul-17 Karnataka Bank Ltd. Annual General Meeting Management To authorize the board to appoint branch auditors for FY18 and fix their

remuneration

For For Appointment and Remuneration compliant with RBI guidelines.

17-Jul-17 Karnataka Bank Ltd. Annual General Meeting Shareholder Appoint D Surendra Kumar as an Independent Director upto 31 May 2021 For For Appointment compliant with law. No major concern identified.

17-Jul-17 Karnataka Bank Ltd. Annual General Meeting Shareholder Appoint P Jayarama Bhat as Director (part-time Non-Executive Chairperson) wef

12 April 2017, for three years


17-Jul-17 Karnataka Bank Ltd. Annual General Meeting Management Approve terms of appointment of P Jayarama Bhat as Chairperson For For Appointment compliant with law. No major concern identified.

17-Jul-17 Karnataka Bank Ltd. Annual General Meeting Shareholder Appoint M S Mahabaleshwar as MD & CEO wef 15 April 2017, for three years For For Appointment compliant with law. No major concern identified.

17-Jul-17 Karnataka Bank Ltd. Annual General Meeting Management Approve terms of appointment of M S Mahabaleshwar as MD & CEO For For Appointment complaint with RBI guidelines.

17-Jul-17 Karnataka Bank Ltd. Annual General Meeting Management To grant upto 5 mn options under Employee Stock Option Scheme 2017 (ESOS

2017)

For For Grant of options compliant with law. No major concerns identified.

17-Jul-17 Icici Prudential Life Insurance

Company Ltd

Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017

For For Unqualified accounts. Compliant with Accounting Standards.


Company Ltd

Annual General Meeting Management To declare final dividend of Rs. 3.5 per share and confirm interim

dividend of Rs. 3.85 per share (face value of Rs. 10 each)

For For No concern has been identified. The Bank has sufficient funds/ability to pay the dividend.


Company Ltd

Annual General Meeting Management To reappoint Adrian O’ Connor as director liable to retire by rotation For For Appointment compliant with law. No major concern identified


Company Ltd

Annual General Meeting Management To reappoint N.S Kannan as director liable to retire by rotation For For Appointment compliant with law. No major concern identified


Company Ltd

Annual General Meeting Management To reappoint B S R & Co LLP for two years and Walker Chandiok & Co LLP for

four years, as joint statutory auditors and to authorize the board to fix their

remuneration



Company Ltd

Annual General Meeting Shareholder To appoint M. S. Ramachandran as Independent Director for five years For For Appointment compliant with law. No major concern identified


Company Ltd

Annual General Meeting Shareholder To appoint Dilip Karnik as Independent Director for five years For For Appointment compliant with law. No major concern identified


Company Ltd

Annual General Meeting Management 8A. To approve and ratify the ICICI Prudential Life Insurance Company Limited -

Employees Stock Option Scheme

For For No concern Identified


Company Ltd

Annual General Meeting Management 8B. To approve the grant of stock options to the employees/directors of

holding, and/or subsidiary company / companies (present and future) under the

revised ESOS 2005

For For Grant of stock option is Reasonable and No concern identified.


Company Ltd

Annual General Meeting Management To approve remuneration payable to Sandeep Bakhshi, Managing Director &

CEO 1 April 2017 for one year

For For Proposed remuneration approved by IRDA.


Company Ltd

Annual General Meeting Management To approve remuneration payable to Puneet Nanda, Executive Director 1 April

2017 for one year



Company Ltd

Annual General Meeting Management To approve remuneration payable to Sandeep Batra, Executive Director 1 April

2017 for one year



Company Ltd

Annual General Meeting Management To approve annual payment of commission to non-executive directors upto Rs.

750,000 per director

For For Reasonable and No concern identified

17-Jul-17 Tata Coffee Limited Annual General Meeting Management Adoption of accounts For Abstain Board Best suited

17-Jul-17 Tata Coffee Limited Annual General Meeting Management Declaration of dividend including

Special dividend

For For Good policy to pay divided to shareholders

17-Jul-17 Tata Coffee Limited Annual General Meeting Management Reappoint R. Harish Bhat as a Director For For In line with statutory requirement. With his vast experience he adds value. He is currently head of marketing and

customer centricity at Tata Sons.

17-Jul-17 Tata Coffee Limited Annual General Meeting Management Ratification of appointment of M/S Deloitte Haskins as Statutory Auditors. For For In line with statutory requirements.

17-Jul-17 Tata Coffee Limited Annual General Meeting Shareholder Appointment of D.P.G.Chengappa as independent director For For Agriculture economics having over three decade of experience in teaching; research and academic

administration. Recently appointed.

17-Jul-17 Tata Coffee Limited Annual General Meeting Management Re-appointment of Mr. K. Venkataramanan as Executive Director. For For K. Venkataramanan is the Director – Finance of the company. His appointment is in line with all statutory require

17-Jul-17 Tata Coffee Limited Annual General Meeting Management Ratify the remuneration to Rao, Murthy & Associates, Cost Auditors, for FY16 For For In line with industry practice

18-Jul-17 Mindtree Limited Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine proposal.





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




18-Jul-17 Mindtree Limited Annual General Meeting Management To confirm interim dividends aggregating Rs.7.0 per equity share and to declare

final dividend of Rs.3.0 per share of face value Rs.10.0


bn. The dividend payout ratio for FY17 is 41.3%.

18-Jul-17 Mindtree Limited Annual General Meeting Management Reappoint Subroto Bagchi (DIN: 00145678) as Non-Executive Non-Independent

Director

For For Subroto Bagchi, Promoter and Founder, was the Chairperson of the company till 19 January 2017. He is liable to

retire by rotation and his reappointment is in line with all statutory requirements

18-Jul-17 Mindtree Limited Annual General Meeting Management Ratify Deloitte Haskins & Sells’ appointment as statutory auditors and fix

remuneration

For For Deloitte Haskins & Sells were appointed for a period of 5 years in the company’s FY15 AGM. Under the

Companies Act 2013, auditor appointment must be ratified annually. The ratification is in line with our Voting

Policy on Auditor (Re)Appointment and follows the spirit of Section 139 of the Companies Act, 2013.

18-Jul-17 Mindtree Limited Annual General Meeting Management Reappoint Krishnakumar Natarajan as Executive Chairperson (DIN: 00147772)

for three years from 1 July 2017 and fix his remuneration

For For In FY17, there was no phantom stock payout, due to reduction in the share price. We expect the company to be

judicious regarding phantom stock payout in the future as well.

18-Jul-17 Mindtree Limited Annual General Meeting Management Keep the register of members and other documents at the office of the


For For The documents will be maintained within the same city where the registered office is located; we believe that

this will not inconvenience shareholders.

18-Jul-17 Bata India Ltd Annual General Meeting Management Adoption of financial statement for the year ended 31st March 2017 For Abstain Board Best suited

18-Jul-17 Bata India Ltd Annual General Meeting Management To declare dividend For For Good policy to share dividend with shareholder.

18-Jul-17 Bata India Ltd Annual General Meeting Management Reappoint Shaibal Sinha as a Director For For Former Executive Director, Bata India Over 29 years of experience in different positions in Finance across the

globe No concern has been identified regarding profile,attendance performance, time commitments

18-Jul-17 Bata India Ltd Annual General Meeting Management Appointment of auditor and to fix their remuneration. For For No concern identified and remuneration is in line with industry practices.

18-Jul-17 Ultratech Cement Ltd. Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017


18-Jul-17 Ultratech Cement Ltd. Annual General Meeting Management Declare final dividend. For For Dividend for shareholders

18-Jul-17 Ultratech Cement Ltd. Annual General Meeting Management Reappoint DD Rathi as Non-Executive Non-Independent Director For For In line with statutory requirements

18-Jul-17 Ultratech Cement Ltd. Annual General Meeting Management Ratify the appointment of BSR & Co LLP as joint statutory auditors for one year

and fix their remuneration


18-Jul-17 Ultratech Cement Ltd. Annual General Meeting Management Ratify the appointment of Khimji Kunverji & Co as joint statutory auditors for

one year and fix their remuneration


18-Jul-17 Ultratech Cement Ltd. Annual General Meeting Management Approve aggregate remuneration of Rs. 1.9 mn payable to DC Dave & Co and

ND Birla & Co as cost auditors for FY18


18-Jul-17 Ultratech Cement Ltd. Annual General Meeting Management Approve private placement of secured non-convertible debentures of up to

Rs.90 bn


19-Jul-17 Bajaj Finance Ltd Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017

For For Unqualified accounts. Compliant with the Law.

19-Jul-17 Bajaj Finance Ltd Annual General Meeting Management To declare final dividend of Rs. 3.6 per share (face value of Rs. 2 each) For For No concern has been identified. The Bank has sufficient funds/ability to pay the dividend.

19-Jul-17 Bajaj Finance Ltd Annual General Meeting Management To reappoint Madhur Bajaj (DIN 00014593) as director For For Appointment compliant with law. No major concern identified.

19-Jul-17 Bajaj Finance Ltd Annual General Meeting Management To appoint S R B C & Co LLP, as statutory auditors for five years at a

remuneration of Rs. 3.3 mn for the year 2017-18


19-Jul-17 Bajaj Finance Ltd Annual General Meeting Management To issue non-convertible debentures under private placement basis For For Highest degree of safety regarding timely servicing of financial obligations. 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

19-Jul-17 Bajaj Finance Ltd Annual General Meeting Management To approve payment of commission to non-executive directors For For Payment compliant with law and approved by shareholders. No major concern identified.

19-Jul-17 Bajaj Finserv Limited Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017


19-Jul-17 Bajaj Finserv Limited Annual General Meeting Management Declare dividend of Rs.1.75 per equity share of face value Rs.5 each For For No concern has been identified. The Bank has sufficient funds/ability to pay the dividend.

19-Jul-17 Bajaj Finserv Limited Annual General Meeting Management Reappoint Rahul Bajaj as Director For For Appointment compliant with law. No major concern identified.

19-Jul-17 Bajaj Finserv Limited Annual General Meeting Management Appoint SRBC & Co as statutory auditors for five years and fix their

remuneration

For For Appointment and remuneration compliant with law. No major concern identified.

19-Jul-17 Bajaj Finserv Limited Annual General Meeting Management Approve remuneration of Rs.55,000 payable to Dhananjay V Joshi & Associates,

Cost auditors for FY18

For For Appointment and remuneration compliant with law. No major concern identified.

19-Jul-17 Bajaj Finserv Limited Annual General Meeting Management Reappoint Sanjiv Bajaj as Managing Director for five years with effect from 1

April 2017 and revise his remuneration


19-Jul-17 Bajaj Finserv Limited Annual General Meeting Management Pay upto 1% of net profit as commission to Non-Executive directors for five

years from FY18

For For Issuance of commission compliant with law. No major concern identified.

19-Jul-17 Bayer Crop Science Ltd Postal Ballot Management Buyback of equity shares upto Rs.5 bn at a price of Rs. 4900 per share through a

tender offer

For For At the buyback price of Rs.4900 per share, the company will buyback 1 mn equity shares resulting in a 2.89%

reduction in the equity share capital. The promoters will participate in the buyback. The buyback will enable the

company to distribute its surplus cash to its shareholders, and may improve return ratios.

19-Jul-17 Wipro Ltd Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine proposal.

19-Jul-17 Wipro Ltd Annual General Meeting Management To confirm interim dividend of Rs. 2 per share (FV Rs.5) as final dividend for the

year

For For The total dividend per share decreased from Rs. 6 in FY16 to Rs. 2 in FY17. Consequently, the payout ratio has

decreased from 22.1% to 7.2%.

19-Jul-17 Wipro Ltd Annual General Meeting Management Reappoint Abidali Neemuchwala (DIN 02478060) as Director liable to retire by

rotation

For For Abidali Neemuchwala is the CEO of Wipro Ltd. His reappointment is in line with all statutory requirements.

19-Jul-17 Wipro Ltd Annual General Meeting Management Appoint Deloitte Haskins & Sells as statutory auditors for five years For For The appointment of Deloitte Haskins & Sells is in line with our voting policy and provisions of Section 139 of the

Companies Act 2013.

19-Jul-17 Wipro Ltd Annual General Meeting Management Re-appoint Azim H Premji (DIN 00234280) as Executive Chairman and Managing

Director for two years and to fix his remuneration.

For For Azim Premji’s remuneration terms remain unchanged from the previous resolution presented in the AGM of

2015. In addition to a fixed remuneration, Azim Premji will be paid a commission of 0.5% of the incremental net

profits of Wipro over the previous year. As a good governance practice, we expect companies to cap the amount

of commission payable to directors. Nevertheless, we expect the company to remain judicious in paying

remuneration: Azim Premji was paid an aggregate remuneration of Rs 7.9 mn for FY17.





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




19-Jul-17 Wipro Ltd Annual General Meeting Shareholder Reappoint William Arthur Owens (DIN 00422976) as Independent Director for

five years till 31 July 2022

For For He has been on Wipro’s board for 11 years. We believe length of tenure is inversely proportionate to the

independence of a director. Due to his long association (>10 years) with the company, he is considered non-

independent. If Wipro believes that it will benefit from William Owens serving on its board, it should appoint him

as non-independent director.

19-Jul-17 Sundaram Clayton Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017


19-Jul-17 Sundaram Clayton Annual General Meeting Management Reappoint Sudarshan Venu as Director For For His reappointment is in line with all the statutory requirements.

19-Jul-17 Sundaram Clayton Annual General Meeting Management Reappoint K Mahesh as Non-Executive Non-Independent Director For For His reappointment is in line with all the statutory requirements

19-Jul-17 Sundaram Clayton Annual General Meeting Management Appoint Raghavan, Chaudhuri & Narayanan as statutory auditors for five years


For For Their appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements


19-Jul-17 Sundaram Clayton Annual General Meeting Management Approve remuneration of Rs.0.3 mn payable to AN Raman as cost auditor for

FY18


operations.

20-Jul-17 Bajaj Auto Ltd. Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine Resolution

20-Jul-17 Bajaj Auto Ltd. Annual General Meeting Management Declare final dividend of Rs. 55.0/- per equity share (face value Rs. 10.0) for

FY17


20-Jul-17 Bajaj Auto Ltd. Annual General Meeting Management Reappoint Madhur Bajaj (DIN: 00014593) as a Non- Executive Director For For His reappointment is in line with all statutory requirements.

20-Jul-17 Bajaj Auto Ltd. Annual General Meeting Management Reappoint Shekhar Bajaj (DIN: 00089358) as a Non- Executive Director For For His reappointment is in line with all the statutory requirements

20-Jul-17 Bajaj Auto Ltd. Annual General Meeting Management Appoint SRBC & Co. LLP as statutory auditors for a period of five years and fix

their remuneration

For For SRBC & Co. LLP’s appointment is in line with Voting Guidelines on Auditor Appointment/Reappointment and with

the requirements of Section 139 of the Companies Act 2013.

20-Jul-17 Bajaj Auto Ltd. Annual General Meeting Management Appoint Dr. Naushad Forbes (DIN: 00630825) as an Independent Director for

five years, w.e.f. 18 May 2017

For For Dr. Naushad Forbes, 57, is currently the Co-Chairperson of Forbes Marshall (a leading steam engineering and

control instrumentation firm). His appointment as an independent director meets all the statutory requirements.

20-Jul-17 Bajaj Auto Ltd. Annual General Meeting Management Appoint Dr. Omkar Goswami (DIN: 00004258) as an Independent Director for


For For PDr. Omkar Goswami, 60, served as the Chief Economist for CII and has been a consultant to the World Bank, the

IMF, the ADB and the OECD. His appointment as an independent director meets all the statutory requirements.

20-Jul-17 Dr. Lal Pathlabs Limited Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine Resolution

20-Jul-17 Dr. Lal Pathlabs Limited Annual General Meeting Management Declare dividend of Rs.1.7 per share (FV Rs.10.0) For For Routine Resolution

20-Jul-17 Dr. Lal Pathlabs Limited Annual General Meeting Management Reappoint Dr. Om Prakash Manchanda (DIN: 02099404) as Whole Time Director For For Reappointment is in-line with Companies Act

20-Jul-17 Dr. Lal Pathlabs Limited Annual General Meeting Management Appoint Deloitte Haskins & Sells LLP as statutory auditors for five years and fix

their remuneration


20-Jul-17 Dr. Lal Pathlabs Limited Annual General Meeting Management Increase the cap on commission payable to Independent Directors to Rs. 1.0 mn

from the earlier Rs. 0.75 mn, for five years effective 1 April 2017

For For Aggregate commission paid in the last 2 years is in the range of 0.2-0.3% - well within the overall cap of 1% of

net profits as required

20-Jul-17 Dr. Lal Pathlabs Limited Annual General Meeting Management Revision in Dr. Arvind Lal’s remuneration terms from 1 April 2016 to 31 March

2019, to include payment in case of inadequate profits

For For Remuneration is in line with other peers in the industry

20-Jul-17 Dr. Lal Pathlabs Limited Annual General Meeting Management Revision in Dr. Vandana Lal’s remuneration terms from 1 April 2016 to 31

March 2019, to include payment in case of inadequate profits

For For Remuneration is in line with other peers in the industry

20-Jul-17 Dr. Lal Pathlabs Limited Annual General Meeting Management Ratify remuneration of Rs. 50,000 for M/s. A.G. Agarwal & Associates, as cost

auditor for FY18

For For Remuneration is in line with the size and scale of company operations

20-Jul-17 Persistent Systems Ltd. Annual General Meeting Management Adoption of standalone financial statements for the year ended 31 March 2016

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

2017


20-Jul-17 Persistent Systems Ltd. Annual General Meeting Management 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

For For Dividend payout is encouraged

20-Jul-17 Persistent Systems Ltd. Annual General Meeting Management Reappoint Anand Deshpande (DIN: 00005721) as Chairman and Managing

Director for five years from 24 July 2017 and fix his remuneration

For For The reappointment of Anand Deshpande as Chairman and Managing Director is in line with the statutory

requirements. The proposed remuneration of Rs.20.2 mn is commensurate with the size and complexity of the

business and is in line with the peers. In FY17, the ratio of his remuneration (Rs.17.2 mn) to median

remuneration was 19.9x.

20-Jul-17 Persistent Systems Ltd. Annual General Meeting Management Ratify Deloitte Haskins & Sells LLP’s appointment as statutory auditors and fix

remuneration

For For Deloitte Haskins & Sells LLP was appointed for a period of five years in the company’s FY14 AGM. Under the

Companies Act 2013, auditor appointment must be ratified annually. The ratification is in line with our Voting

Policy on Auditor (Re)Appointment and follows the spirit of Section 139 of the Companies Act, 2013

20-Jul-17 Persistent Systems Ltd. Annual General Meeting Management Redesignate Thomas Kendra (DIN: 07406678) from Independent Director to

Non-Executive Non-Independent Director from 1 April 2017

For For Thomas Kendra was Vice-President, Systems Management business, of Dell's Software group. Thomas Kendra

was appointed as an Independent Director from 22 January 2016 at FY16 AGM. Persistent Systems Limited

(Persistent) has entered into an agreement with Thomas Kendra, through Azure Associates LLC, for providing

business consultation, coaching, advisory and mentoring services to the company. Accordingly, the company has

proposed to redesignate Thomas Kendra from Independent Director to Non-Executive Non-Independent Director

from 1 April 2017.

20-Jul-17 Persistent Systems Ltd. Annual General Meeting Management Amendment in Objects Clause of the Memorandum of Association (MoA) 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).

20-Jul-17 Persistent Systems Ltd. Annual General Meeting Management Approve Persistent Systems Limited – Employee Stock Option Plan 2017 (ESOP

2017) under which upto 3.4 mn stock options will be issued

For Abstain The options will vest between one year and four years from the date of grant. The company will follow fair value

method to value the options. Assuming all the options are granted at exercise price of Rs. 562.6 (Discount of 15%

to the market price), the cost per year will aggregate to Rs.296.5 mn (assuming a vesting period of four years).

This represents 9.9% of the consolidated FY17 PAT, which is high.

20-Jul-17 Persistent Systems Ltd. Annual General Meeting Management Approve grant of stock options to the employees of subsidiaries of the company

under ESOP 2017

For Abstain The company requires shareholder approval in a separate resolution to extend the ESOP 2017 benefits to the

employees of subsidiaries. Our decision on this resolution emanates from our concern over the cost of stock

option scheme (See resolution #7).





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




20-Jul-17 Persistent Systems Ltd. Annual General Meeting Management Authorize acquisition of shares from secondary market through Trust route for

the implementation of ESOP Plan 2017

For Abstain The company proposes to acquire equity shares from the secondary market through PSPL ESOP Management

Trust (Trust) for the implementation of ESOP 2017. Upto 3 mn shares (3.75% of the paid-up equity share capital)

will be acquired from the secondary market along with existing Trust shareholding. The Trust route does not

result in minority shareholders’ stake dilution. Our decision on this resolution emanates from our concern over

the cost of stock option scheme (See resolution #7).

20-Jul-17 Persistent Systems Ltd. Annual General Meeting Management 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

For Abstain The loan will be used by the Trust to acquire shares from the secondary market to issue shares upon exercise of

stock options under ESOP 2017. Our decision on this resolution emanates from our concern over the cost of

stock option scheme (See resolution #7).

20-Jul-17 Kotak Mahindra Bank Ltd Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Unqualified accounts. Compliant with Accounting Standards.

20-Jul-17 Kotak Mahindra Bank Ltd Annual General Meeting Management To declare dividend of Rs. 0.6 per share on equity shares of face value Rs. 5 For For No concern has been identified. The Bank has sufficient funds/ability to pay the dividend.

20-Jul-17 Kotak Mahindra Bank Ltd Annual General Meeting Management To reappoint Mark Newman as non-executive director liable to retire by

rotation


20-Jul-17 Kotak Mahindra Bank Ltd Annual General Meeting Management To ratify the appointment of SR Batliboi & Co. LLP as statutory auditors For For Ratification compliant with law. No major concern identified.

20-Jul-17 Kotak Mahindra Bank Ltd Annual General Meeting Shareholder To reappoint Prof. S. Mahendra Dev as Independent Director for three years till

14 March 2021


20-Jul-17 Kotak Mahindra Bank Ltd Annual General Meeting Shareholder To appoint Uday Chander Khanna as Independent Director for three years till 15

September 2021


20-Jul-17 Kotak Mahindra Bank Ltd Annual General Meeting Management To reappoint Uday S. Kotak as Executive Vice Chairman and MD from 1 January

2018 to 31 December 2020 and to fix his remuneration.


20-Jul-17 Kotak Mahindra Bank Ltd Annual General Meeting Management To reappoint Dipak Gupta as Joint Managing Director from 1 January 2018 to 31

December 2020 and to fix his remuneration.


20-Jul-17 Kotak Mahindra Bank Ltd Annual General Meeting Management To increase borrowing limits to Rs 600 bn from Rs 500 bn For For Borrowing limits compliant with RBI guidelines. No major concern identified.

20-Jul-17 Kotak Mahindra Bank Ltd Annual General Meeting Management To approve private placement of debentures upto a limit of Rs 50 bn For For Issuance complaint with law.

20-Jul-17 Sundaram Finance Ltd Annual General Meeting Management Adoption of Financial Statements. For For Unqualified accounts. Compliant with the Law.

20-Jul-17 Sundaram Finance Ltd Annual General Meeting Management Declaration of Dividend For For Sufficient liquid funds and other assets, no Governance issue identified.

20-Jul-17 Sundaram Finance Ltd Annual General Meeting Management Re-appointment of Mr. Harsha Viji as a director, liable to retire by rotation For For Compliant with Law, no major governance issue identified.

20-Jul-17 Sundaram Finance Ltd Annual General Meeting Management Re-appointment of Mr. A.N. Raju as a director, liable to retire by rotation For For Compliant with Law, no major governance issue identified.

20-Jul-17 Sundaram Finance Ltd Annual General Meeting Management Appointment of M/s. Sundaram & Srinivasan, as Statutory Auditors of the

Company.

For For Compliant with Law, no governance issue identified.

20-Jul-17 Sundaram Finance Ltd Annual General Meeting Management Appointment of Mr. Rajiv C. Lochan as an Independent Director of the

Company.

For For Compliant with Law, no governance issue identified

20-Jul-17 Sundaram Finance Ltd Annual General Meeting Management Re-appointment of Mr. T.T. Srinivasaraghavan, as the Managing Director of the

Company.

For For Compliant with Law, no major governance issue identified.

20-Jul-17 Sundaram Finance Ltd Annual General Meeting Management Borrow in excess of paid-up capital and free reserves For For Compliant with Law, no major governance issue identified.

21-Jul-17 Ashok Leyland Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017

For For Routine purpose

21-Jul-17 Ashok Leyland Annual General Meeting Management Approve dividend of Rs 1.56 per share of face value Re 1.0 each For For Good practice to distribute part of profits to shareholders; income for the fund.

21-Jul-17 Ashok Leyland Annual General Meeting Management Reappoint Dheeraj G Hinduja as a Director For For His reappointment is in line with all the statutory requirements

21-Jul-17 Ashok Leyland Annual General Meeting Management Appoint Price Waterhouse & Co as statutory auditors for five years and fix their

remuneration

For For Price Waterhouse & Co are replacing M S Krishnaswami & Rajan and Deloitte Haskins & Sells LLP as the statutory

auditors. The appointment is in line with the statutory requirements.

21-Jul-17 Ashok Leyland Annual General Meeting Shareholder Appoint Jose Maria Alapont as an Independent Director for five years w.e.f 25

January 2017

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

21-Jul-17 Ashok Leyland Annual General Meeting Management Approve remuneration of Rs. 0.6 mn for Geeyes & Co. as cost auditors for FY18 For For The remuneration to be paid to the cost auditor is reasonable compared to the size and scale of the company’s

operations.

21-Jul-17 Ashok Leyland Annual General Meeting Management Amend Articles of Association (AoA) to align with Companies Act 2013 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.

21-Jul-17 Dewan Housing Finance Corporation

Ltd


ended 31 March 2017



Ltd

Annual General Meeting Management Confirm interim dividend of Rs.1 per equity share and declare final dividend of

Rs.3 per equity share of face value Rs.10 each

For For No concern has been identified. The Bank has sufficient funds/ability to pay the dividend.


Ltd

Annual General Meeting Management Reappoint Kapil Wadhawan as Director For For Appointment compliant with law. No major concern identified.


Ltd

Annual General Meeting Management Ratify Chaturvedi & Shah as statutory auditors and fix their remuneration For For Appointment compliant with law. No major concern identified.


Ltd

Annual General Meeting Management Increase borrowing limit from Rs.1n to Rs.2 tn For For Issuance complaint with law and with shareholders approvals.


Ltd

Annual General Meeting Management Creation of charge on assets For For NCDs will be issued within the approved borrowing limits. No major concern identified


Ltd

Annual General Meeting Management Issuance of Non-Convertible Debentures up to Rs.220 bn on private placement

basis

For For Issuance compliant with law. No major concern identified.

21-Jul-17 Andhra Bank Annual General Meeting Management Adoption of Accounts For For Unqualified accounts. Compliant with the Accounting Standard.

21-Jul-17 Reliance Industries Ltd Annual General Meeting Management a)Adoption of standalone financial statements for the year ended 31 March

2017 b) Adoption of consolidated financial statements for the year ended 31

March 2017






Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




21-Jul-17 Reliance Industries Ltd Annual General Meeting Management Declare final dividend of Rs. 11.0 per equity share (face value Rs. 10.0) For For The company has proposed a final dividend of Rs.11.0 per equity share of face value Rs.10.0 for the year ended

31 March 2017. In FY16, the total dividend was Rs. 10.5 per equity share. The total dividend outflow including

dividend tax for FY17 is Rs. 39.2 bn. The dividend payout ratio is 12.5%.

21-Jul-17 Reliance Industries Ltd Annual General Meeting Management Reappoint Ms. Nita Ambani as Non-Executive Non-Independent Director 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

requirements.

21-Jul-17 Reliance Industries Ltd Annual General Meeting Management 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 requirements

21-Jul-17 Reliance Industries Ltd Annual General Meeting Management Appoint SRBC & Co LLP and DTS & Associates as statutory auditors for five years



of Section 139 of the Companies Act 2013. We believe the company could have avoided clubbing the

appointments of two audit firms to allow shareholders to vote on each of them separately

21-Jul-17 Reliance Industries Ltd Annual General Meeting Management Reappoint Pawan Kumar Kapil as Whole-time Director for five years and fix his

remuneration

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 2010. His past remuneration has been in line

with company performance. He is a professional and his estimated FY19 remuneration of Rs. 32.2 mn excluding

stock options is in line with peers and commensurate with the size and complexity of the business

21-Jul-17 Reliance Industries Ltd Annual General Meeting Management Reappoint Nikhil Meswani as Whole-time Director for five years and fix his

remuneration

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 1988. His past remuneration has been in line with company

performance. His estimated FY19 remuneration of Rs. 194.1 mn excluding stock options

is in line with peers and commensurate with the size and complexity of the business.

We expect companies to specify an absolute cap on commission and disclose the likely

quantum of stock options which will be issued

21-Jul-17 Reliance Industries Ltd Annual General Meeting Shareholder Reappoint Yogendra Trivedi as Independent Director for five years For For 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.

21-Jul-17 Reliance Industries Ltd Annual General Meeting Shareholder Reappoint Prof. Ashok Misra as Independent Director for five years For For Prof. Ashok Misra, 70, is an academician and former Director, IIT Bombay. He has been

on the board of the company for 12 years

21-Jul-17 Reliance Industries Ltd Annual General Meeting Shareholder Reappoint Mansingh Bhakta as Independent Director for five years For For Mansingh Bhakta, 85, is an advocate and solicitor with experience in general law and

corporate and securities law.

21-Jul-17 Reliance Industries Ltd Annual General Meeting Shareholder Reappoint Dr. Dipak Jain as Independent Director for five years For For Dr. Dipak Jain, 60, is the Former Dean, Kellogg School of Management. He has been on

the board of the company for 12 years.

21-Jul-17 Reliance Industries Ltd Annual General Meeting Shareholder Reappoint Dr. Raghunath Mashelkar as Independent Director for five years For For Dr. Raghunath Mashelkar, 74, is the Former Director-General, Council for Scientific and

Industrial Research (CSIR).

21-Jul-17 Reliance Industries Ltd Annual General Meeting Shareholder Appoint Dr. Shumeet Banerji as Independent Director for five years For For Dr. Shumeet Banerji, 57, is the Founder, Condorcet LP, an advisory and investment firm

specializing in developing early stage companies

21-Jul-17 Reliance Industries Ltd Annual General Meeting Management Alter Articles of Association to conform with Reserve Bank of India regulations 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

21-Jul-17 Reliance Industries Ltd Annual General Meeting Management Ratify payment of aggregate remuneration of Rs. 6.1 mn to cost auditors for

FY18

For For The total remuneration proposed to be paid to the cost auditors in FY18 is reasonable compared to the size and

scale of operations

21-Jul-17 Reliance Industries Ltd Annual General Meeting Management Approve private placement of non-convertible debentures of up to Rs.250 bn For For The issuance will be within the overall borrowing limit of the company

21-Jul-17 Quess Corp Limited Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine proposal

21-Jul-17 Quess Corp Limited Annual General Meeting Management Reappoint Chandran Ratnawsami (DIN: 00109215) as Non-Executive Non-


For For Chandran Ratnaswami (DIN: 00109215) is the CEO of Fairfax India Holdings Corporation and the MD of Hamblin

Watsa Investment Counsel. He retires by rotation, and his reappointment is in line with the statutory

requirements.

21-Jul-17 Quess Corp Limited Annual General Meeting Management Appoint BSR & Associates LLP as statutory auditors for FY18 and fix their

remuneration

For For BSR & Associates LLP were appointed in the year 2014, and the audit network has been auditing the company's

financials since July 2008. Their ratification is in line with our Voting Guidelines on Auditor (Re)appointments and

with the requirements of Section 139 of the Companies Act 2013.

21-Jul-17 Quess Corp Limited Annual General Meeting Management Issue equity shares so that the public shareholding in the company increases to

25% of paid up equity share capital

For For If the company opts to dilute the promoter shareholding through issuance of new equity shares, it will have to

issue 23.6 mn shares to public shareholders and raise Rs.22.1 bn (at current market price of Rs.937.8 per share).

The issuance is 15.7% of the post issuance equity share capital of the company.

21-Jul-17 Quess Corp Limited Annual General Meeting Management Approve payment of revised remuneration to Ajit Isaac (DIN: 00087168) as

Chairperson and MD for FY17 and fix his remuneration for FY18

For For his FY18 remuneration terms have also been revised for which the company seeks approval. Ajit Isaac's proposed

FY18 remuneration of Rs. 18.9 mn is commensurate with the size and complexity of the business and is in line

with the peers

21-Jul-17 Quess Corp Limited Annual General Meeting Management Approve payment of revised remuneration to Subrata Kumar Nag (DIN:

02234000) for FY17 and fix his remuneration for FY18

For For his FY18 remuneration terms have also been revised for which the company seeks approval. Subrata Kumar

Nag's proposed FY18 remuneration of ~Rs. 12.01 mn is commensurate with the size and complexity of the

business and is in line with the peers

22-Jul-17 Unichem Laboratories Ltd. Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017


22-Jul-17 Unichem Laboratories Ltd. Annual General Meeting Management To declare a final dividend of Rs. 3 per equity share For For Routine Resolution





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




22-Jul-17 Unichem Laboratories Ltd. Annual General Meeting Management Appoint N.A. Shah Associates LLP as statutory auditors for a period of five years


For For Appointment is in line with statutory requirements

22-Jul-17 Unichem Laboratories Ltd. Annual General Meeting Shareholder Reappoint Prakash Mody as a Director For For Routine resolution

22-Jul-17 Unichem Laboratories Ltd. Annual General Meeting Shareholder Reappoint Dr. B. Kinnera Murthy as Independent Director for five years with

effect from 21 March 2018

For For Reappointment is in line with Companies Act

22-Jul-17 Unichem Laboratories Ltd. Annual General Meeting Management Ratify the remuneration of Rs. 750,000 payable to Y. R. Doshi & Co., cost

auditor for FY18

For For Remuneration is in line with size and scale of company operations

22-Jul-17 Iifl Holdings Ltd. Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017


22-Jul-17 Iifl Holdings Ltd. Annual General Meeting Management Reappointment of Nirmal Jain as Director as director liable to retire by rotation For For Appointment compliant with law. No major concern identified.

22-Jul-17 Iifl Holdings Ltd. Annual General Meeting Management Appointment of Deloitte Haskins & Sells as statutory auditors for five years and

to fix their remuneration


22-Jul-17 Iifl Holdings Ltd. Annual General Meeting Management Approve private placement of securities by way of redeemable non-convertible

debentures (NCDs) upto Rs.20 bn

For For Approval compliant with law. No major concern identified.

22-Jul-17 Srei Infrastructure Finance Limited Annual General Meeting Management Adoption of standalone financial statements for the year ended 31 March 2017;


2017


22-Jul-17 Srei Infrastructure Finance Limited Annual General Meeting Management Declare final dividend of Re. 0.5/- per equity share (face value Rs. 10.0) for FY17 For For Routine resolution

22-Jul-17 Srei Infrastructure Finance Limited Annual General Meeting Management Reappoint Sunil Kanoria (DIN: 00421564) as a Non- Executive Director For For Routine resolution

22-Jul-17 Srei Infrastructure Finance Limited Annual General Meeting Management Ratify reappointment of Haribhakti & Co. as statutory auditors for FY18 and fix

their remuneration


22-Jul-17 Srei Infrastructure Finance Limited Annual General Meeting Management Issuance of redeemable non-convertible debentures (NCDs) on a private

placement basis upto Rs. 100 bn


22-Jul-17 Bharti Infratel Limited Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine proposal

22-Jul-17 Bharti Infratel Limited Annual General Meeting Management Confirm interim dividend of Rs.12 per share and approve final dividend of Rs 4.0

per share of face value Rs 10.0 each

For For The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs 16.0 bn. The dividend


22-Jul-17 Bharti Infratel Limited Annual General Meeting Management Reappoint Rajan Bharti Mittal as a Director For For He retires by rotation and his reappointment is in line with the statutory requirements.

22-Jul-17 Bharti Infratel Limited Annual General Meeting Management Appoint Deloitte Haskins & Sells LLP as statutory auditors for five years and fix

their remuneration

For For Deloitte Haskins & Sells LLP are replacing S. R. Batliboi & Co. LLP as the statutory auditors. The appointment is in

line with the statutory requirements.

22-Jul-17 Bharti Infratel Limited Annual General Meeting Shareholder Appoint Sanjay Omprakash Nayar as a Director For For Sanjay Omprakash Nayar (DIN: 00002615) is the CEO of KKR India. His appointment is in line with the statutory

requirements.

22-Jul-17 Bharti Infratel Limited Annual General Meeting Shareholder Appoint Tao Yih Arthur Lang as a Director For For Tao Yih Arthur Lang (DIN: 07798156) is the CEO of Singapore Telecommunications Limited. His appointment is in

line with the statutory requirements

22-Jul-17 Bharti Infratel Limited Annual General Meeting Management Reappoint Devender Singh Rawat as MD & CEO for a period of three years w.e.f

1 April 2017 and fix his remuneration

For For Devender Singh Rawat has been the MD since 2014. He was paid a total of Rs.57.5 mn in FY17. His proposed

salary is estimated to range around Rs.67.6 mn, which is in line with peers and commensurate with the size and


24-Jul-17 Bharti Airtel Ltd Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017


24-Jul-17 Bharti Airtel Ltd Annual General Meeting Management Declare final dividend of Rs. 1.0 per equity share (face value Rs. 5.0) 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 2017. In FY16, the total dividend was Rs. 1.36 per equity share. The total dividend outflow including

dividend tax for FY17 is Rs. 4.8 bn.

24-Jul-17 Bharti Airtel Ltd Annual General Meeting Management Reappoint Sheikh Faisal Thani Al-Thani as Non-Executive Non-Independent

Director

For Abstain Sheikh Faisal Thani Al-Thani, 34, is the Deputy Chief Investment Officer, Qatar Foundation Endowment. We

expect directors to take their responsibilities seriously and attend all board meetings; else, at the very least, 75%

of the board meetings over a three-year period.

24-Jul-17 Bharti Airtel Ltd Annual General Meeting Management Appoint Deloitte Haskins & Sells as statutory auditors for five years and fix their

remuneration



24-Jul-17 Bharti Airtel Ltd Annual General Meeting Shareholder Reappoint Manish Kejriwal as Independent Director for five years For For Manish Kejriwal, 48, is Managing Partner, Kedaara Capital, a private equity fund. We expect directors to take

their responsibilities seriously and attend all board meetings; else, at the very least, 75% of the board meetings

over a three-year period

24-Jul-17 Bharti Airtel Ltd Annual General Meeting Management Reappoint Gopal Vittal as Managing Director and CEO for five years beginning 1

February 2018 and fix his remuneration with effect from 1 June 2017

For For His estimated FY18 remuneration of Rs. 198.0 mn including stock options is in line with peers and commensurate

with the size and complexity of the business. We expect companies to disclose the likely quantum of stock

options which will be issued and the targets to be achieved for performance incentive payouts

24-Jul-17 Bharti Airtel Ltd Annual General Meeting Management Ratify remuneration of Rs.0.8 mn payable to RJ Goel & Co as cost auditors for

FY18



24-Jul-17 Bharti Airtel Ltd Annual General Meeting Management Amend Bharti Airtel Employee Stock Option Scheme 2005 (ESOP 2005) For For While it is unclear why the additional clause giving amendment powers to the nomination and remuneration

committee is being included, the company has confirmed that changes to the scheme size and vesting period of

the scheme will be subject to shareholder approval. Further, since the exercise price is already equal to the face

value of Rs. 5.0 per share, the company will not be able to lower it further.

24-Jul-17 Hdfc Bank Ltd Annual General Meeting Management Adoption of financial statements (standalone and consolidated) for the year

ended 31 March 2017


24-Jul-17 Hdfc Bank Ltd Annual General Meeting Management To declare dividend of Rs. 11.0 per equity share (face value Rs. 2) For For No concern has been identified. Company has sufficient funds/ability to pay the dividend.

24-Jul-17 Hdfc Bank Ltd Annual General Meeting Management To reappoint Paresh Sukthankar as director liable to retire by rotation For For Re-appointment compliant with law. No major concern identified.

24-Jul-17 Hdfc Bank Ltd Annual General Meeting Management To reappoint Kaizad Bharucha as director liable to retire by rotation For For Re-appointment compliant with law. No major concern identified.

24-Jul-17 Hdfc Bank Ltd Annual General Meeting Management To reappoint Deloitte Haskins & Sells as statutory auditors at an annual

remuneration of Rs. 19.0 mn for FY18

For For Re-appointment compliant with law. No major concern identified.





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




24-Jul-17 Hdfc Bank Ltd Annual General Meeting Shareholder To appoint Srikanth Nadhamuni (DIN:02551389) as director with expertise in

information technology who is liable to retire by rotation


24-Jul-17 Hdfc Bank Ltd Annual General Meeting Shareholder To reappoint Paresh Sukhthankar as Deputy Managing Director for three years

upto 12 June 2020 and to fix his remuneration.


24-Jul-17 Hdfc Bank Ltd Annual General Meeting Shareholder To reappoint Kaizad Bharucha as Executive Director for three years upto 12

June 2020 and to fix his remuneration


24-Jul-17 Hdfc Bank Ltd Annual General Meeting Shareholder To reappoint Shyamala Gopinath as part time non-executive chairperson and

Independent director for three years upto 1 January 2021 and to fix her

remuneration.


24-Jul-17 Hdfc Bank Ltd Annual General Meeting Management To ratify and approve related party transactions with Housing Development

Finance Corporation Limited (“HDFC Limited”) for FY18.

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.

24-Jul-17 Hdfc Bank Ltd Annual General Meeting Management To ratify and approve the related party transactions with HDB Financial Services

Limited (“HDBFSL”) for FY18.

For For The transactions are in the ordinary course of business of the Bank and on an arm’s length basis.

24-Jul-17 Hdfc Bank Ltd Annual General Meeting Management To issue debt securities up to Rs. 500.0 bn on private placement basis. For For The issue of securities will be subject to overall borrowing limit of Rs. 500.0 bn over and above the aggregate of

paid up capital and free reserves. No concern identified.

24-Jul-17 Swaraj Engines Ltd Annual General Meeting Management Adoption of standalone financial statements for the year ended 31 March 2017 For For Routine purpose

24-Jul-17 Swaraj Engines Ltd Annual General Meeting Management Declare final dividend and special dividend aggregating Rs.43.0 per share of face

value Rs.10.0


24-Jul-17 Swaraj Engines Ltd Annual General Meeting Management Reappoint S. Durgashankar (DIN 00044713) as Non-Executive Non-Independent

Director

For For His reappointment is in line with all the statutory requirements.

24-Jul-17 Swaraj Engines Ltd Annual General Meeting Management Reappoint Dr. Pawan Goenka (DIN 00254502) as Non-Executive Non-


For For His reappointment is in line with all the statutory requirements

24-Jul-17 Swaraj Engines Ltd Annual General Meeting Management Appoint B.K. Khare & Co as statutory auditors for a period of five years and fix

their remuneration

For For B.K. Khare & Co’s appointment is in line with our Voting Policy on Auditor (Re)appointment and with the


24-Jul-17 Swaraj Engines Ltd Annual General Meeting Shareholder Appoint Rajesh Jejurikar (DIN 00046823) as Non-Executive Non-Independent

Director

For For Rajesh Jejurikar is the President of Farm Equipment Sector (FES) and a member of the Group Executive Board of

Mahindra & Mahindra Limited. He is liable to retire by rotation and his appointment is in line with all statutory

requirements.

24-Jul-17 Swaraj Engines Ltd Annual General Meeting Shareholder Appoint Subhash Mago (DIN 07797207) as an Executive Director For For Subhash Mago was appointed as an Additional Director from 25 April 2017. He is a Bachelor of Engineering from

IIT, Roorkee. He is liable to retire by rotation and his appointment is in line with all statutory requirements.

24-Jul-17 Swaraj Engines Ltd Annual General Meeting Management Appoint Subhash Mago as Whole Time Director and Chief Executive Officer

from 25 April 2017 to 31 March 2020 and fix his remuneration

For For The appointment of Subhash Mago as Whole Time Director and Chief Executive Officer is in line with the

statutory requirements. The proposed remuneration of Rs.11.0 mn is commensurate with the size and

complexity of the business and is in line with the peers. The company has not given any details about the number

of stock options to be given to him or the performance pay payable to him.

24-Jul-17 Swaraj Engines Ltd Annual General Meeting Management Approve remuneration of Rs.0.1 mn for V. Kumar & Associates as cost auditors

for the financial year ending 31 March 2018


24-Jul-17 Reliance Capital Ltd Court Meeting Management Scheme of Arrangement For For Compliant with Law. No Major governance issue observed.

24-Jul-17 Pvr Limited Annual General Meeting Management a. Adoption of standalone financial statements for the year ended 31 March

2017


2017


24-Jul-17 Pvr Limited Annual General Meeting Management To declare dividend of Rs.2 per equity share of Rs.10.0 each 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%

24-Jul-17 Pvr Limited Annual General Meeting Management 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 requirements

24-Jul-17 Pvr Limited Annual General Meeting Management Appoint BSR & Co. LLP as statutory auditors for a period of five years and fix

their remuneration

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 our Voting Guidelines on Auditor (Re)Appointments and with the requirements

of Section 139 of the Companies Act 2013

24-Jul-17 Pvr Limited Annual General Meeting Shareholder Appoint Vishal Mahadevia (DIN 0103577) as Non-Executive, Non-Independent

Director

For For Vishal Mahadevia was appointed as an Additional Director on 30 May 2017. He is the Managing Director of

Warburg Pincus India Private Limited. His appointment is in line with all statutory requirements

24-Jul-17 Pvr Limited Annual General Meeting Management Issuance of non-convertible debentures up to Rs. 5.0 bn on private placement

basis

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

24-Jul-17 Pvr Limited Annual General Meeting Management Approve PVR Employee Stock Option Plan 2017 For Abstain Board best suited

24-Jul-17 Pvr Limited Annual General Meeting Management Adopt a new set of Articles of Association in keeping with Companies Act 2013 For Abstain Board best suited

25-Jul-17 Oriental Hotels Limited Annual General Meeting Management Adoption of Financial Statements For Abstain Routine proposal

25-Jul-17 Oriental Hotels Limited Annual General Meeting Management Re-appointment of Mr. Rakesh Kumar Sarna as director, liable to retire by

rotation


25-Jul-17 Oriental Hotels Limited Annual General Meeting Management Appointment of Statutory Auditors For Abstain Best suited to board

25-Jul-17 Oriental Hotels Limited Annual General Meeting Shareholder Appointment of Mr. Phillie Dara Karkaria as an Independent Director For For Mr. Karkaria has been associated with the Company/ Group Company for more than 10 years.

25-Jul-17 Oriental Hotels Limited Annual General Meeting Management Approval and Ratification of Related Party Transaction For For In line with statutory requirements

25-Jul-17 Glaxosmithkline Pharmaceuticals

Limited

Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine Resolution


Limited

Annual General Meeting Management Declare dividend of Rs.30 per equity share (face value of Rs.10.0 per share) For For Dividend payout has increased to 112.9% from 104.8% of net profits.





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)





Limited

Annual General Meeting Management Reappoint Andrew Aristidou (DIN: 07034424) as Director liable to retire by

rotation



Limited

Annual General Meeting Management Reappoint Marc Jones (DIN: 07788549) as Non-Executive Non-Independent

Director



Limited

Annual General Meeting Management Appoint Deloitte Haskins and Sells LLP as statutory auditors for a period of five




Limited

Annual General Meeting Management Reappoint Andrew Aristidou as a Whole-time Director from 1 July 2017 until 31

March 2018 and fix his remuneration

For For Reappointment is in line with all statutory requirements and his remuneration is in line with other peers in the

industry


Limited

Annual General Meeting Management Ratify the remuneration of Rs. 570,000 payable to R. Nanabhoy & Company,


For For Remuneration is commensurate to size and scale of company operations

25-Jul-17 Ge T&D India Limited Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine Resolution.

25-Jul-17 Ge T&D India Limited Annual General Meeting Management Approve dividend of Rs.1.80 per equity share of face value Rs.2 each For For GE T&D proposes a dividend of Rs.1.80 per equity share, unchanged from previous year.

The total dividend is Rs.0.6 bn. As the company reported net loss for the year, the dividend is being paid from

accumulated profits.

25-Jul-17 Ge T&D India Limited Annual General Meeting Management Ratify BSR & Co as statutory auditors and fix their remuneration for FY18 For For BSR & Co were appointed as statutory auditors in 2016 AGM. The ratification is in line with all statutory

requirements.

25-Jul-17 Ge T&D India Limited Annual General Meeting Management Approve remuneration of Rs.535,000 payable to Shome and Banerjee and Jugal

K Puri & Associates, cost auditors for FY18


operations

25-Jul-17 Ge T&D India Limited Annual General Meeting Management Appoint Ms Neera Saggi as Independent Director for five years with effect from

26 July 2016

For For Ms Neera Saggi (DIN 00501029) is a former IAS officer. Her appointment is in line with all statutory

requirements.

25-Jul-17 Ge T&D India Limited Annual General Meeting Shareholder Appoint Stephane Cai as Director For For Stephane Cai (DIN 07607252) is the Vice President - Commercial Solutions at Grid Solutions (group company).

Her appointment is in line with all statutory requirements.

25-Jul-17 Ge T&D India Limited Annual General Meeting Management Ratify Ravi Kumar Krishnamurthy, Head AIS Business as Alternate Director to

Michel Augonnet upto 25 July 2016 and approve his remuneration

For For Ravi Kumar Krishnamurthy was appointed as an alternate director to Michel Augonnet with effect from 1 April

2016 in the 2016 AGM. Michel Augonnet ceased to be the director with effect from 7 September 2016. Ravi

Kumar Krishnamurthy represented Michel Augonnet until the 5 July 2016 board meeting. The company proposes

to ratify him as an alternate director to Michel Augonnet upto 25 July 2016. As he is employed full time in the

company, shareholders’ approval is required for his appointment as an alternate director and his proposed

annual remuneration of Rs.9.6 mn excluding bonus.

25-Jul-17 Ge T&D India Limited Annual General Meeting Management Ratify Ravi Kumar Krishnamurthy as Whole-time Director and Head AIS Business

from 26 July 2016 until 20 December 2016 and approve his remuneration

For For Ravi Kumar Krishnamurthy was appointed as Wholetime Director and Head of AIS Business on 26 July 2016 for

two years. Due to his resignation with effect from 21 December 2016, the company proposes to ratify his

appointment and remuneration until 20 December 2016. He was entitled to receive Rs.19.9 mn as remuneration

for FY17; the year in which it reported net loss. He was paid Rs.10.3 mn and the balance (Rs.9.6 mn) was

refunded by him. Grid Equipments Private Limited – holding company – paid Rs.11.0 mn against Rs.9.6 mn

refunded by him and additional Rs.1.4 mn as bonus.

Ravi Kumar Krishnamurthy is a professional director with strong credentials. His remuneration is in line with

peers and commensurate with the size and complexity of the business

25-Jul-17 Ge T&D India Limited Annual General Meeting Shareholder Appoint Gaurav Manoher Negi as Director For For Gaurav Manoher Negi (DIN 02835748) is the Chief Financial Officer. His appointment is in line with all statutory

requirements

25-Jul-17 Ge T&D India Limited Annual General Meeting Management Appoint Gaurav Manoher Negi as Chief Financial Officer for two years with

effect from 26 July 2016 and fix his remuneration

For For Gaurav Manoher Negi is a Chartered Accountant and was appointed as the CFO on 26 July 2016. He is likely to

receive an annual remuneration of Rs.24.3 mn, excluding benefits from stock options from parent and long-term

performance award. He is a professional director and his remuneration is commensurate with the size and scale

of company’s operations.

Although his long-term performance incentives are not capped, we note that the company has been judicious in

paying remuneration to its Executive Directors in the past.

25-Jul-17 Ge T&D India Limited Annual General Meeting Shareholder Appoint Nagesh Tilwani as Director For For Nagesh Tilwani (DIN 07684746) is the Head of AIS Business. His appointment is in line with all statutory

requirements.

25-Jul-17 Ge T&D India Limited Annual General Meeting Management Appoint Nagesh Tilwani as Head AIS Business for two years with effect from 21

December 2016 and fix his remuneration

For For Nagesh Tilwani is an electrical engineer and was appointed to head the AIS Business for two years from 21

December 2016. He is likely to receive an annual remuneration of Rs.12.2 mn, excluding benefits from stock

options from parent and long-term performance award. He is a professional director and his remuneration is

commensurate with the size and scale of company’s operations.



25-Jul-17 Ge T&D India Limited Annual General Meeting Shareholder Appoint Sunil Kumar Wadhwa as Director For For Sunil Kumar Wadhwa (DIN 00259638) is the Managing Director. His appointment is in line with all statutory

requirements.

25-Jul-17 Ge T&D India Limited Annual General Meeting Management Appoint Sunil Kumar Wadhwa as Managing Director for five year with effect

from 4 April 2017 and fix his remuneration

For For Sunil Kumar Wadhwa has over three decades of experience in fields including operations, project management,

finance and corporate governance. His annual remuneration is estimated at Rs.37.6 mn, excluding benefits from

stock options from parent and long-term performance award. He is a professional director and his remuneration

is commensurate with the size and scale of company’s operations.







Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




25-Jul-17 Ge T&D India Limited Annual General Meeting Management Ratify Rs.17 mn as remuneration paid to Rathindra Nath Basu from 1 April 2016

to 28 February 2017

For For Rathindra Nath Basu resigned as Managing Director with effect from 28 February 2017.

The company proposes to ratify his remuneration as Wholetime Director for FY17, the year in which the

company reported net loss. He was entitled to receive Rs.31.5 mn as remuneration; of which he was paid Rs.17.0

mn and the balance (Rs.14.5 mn) was refunded by him. Grid Equipments Private Limited – holding company –

paid Rs.23.5 mn against Rs.14.5 mn refunded by him and additional Rs.9.0 mn as bonus.

He is a professional director with strong credentials. His overall remuneration is in line with peers and

commensurate with the size and complexity of the business.

25-Jul-17 Ge T&D India Limited Annual General Meeting Management Ratify Rs.1.8 mn as remuneration paid to Subhashchandra Manilal Momaya

from 1 April 2016 to 31 May 2016

For For Subhashchandra Manilal Momaya superannuated with effect from 31 May 2016. The company proposes to ratify

his remuneration as Wholetime Director for FY17, the year in which the company reported net loss. He was

eligible to receive Rs.17.9 mn as remuneration for FY17; of which he was paid Rs.1.9 mn and the balance (Rs.16.1

mn) was refunded by him. Grid Equipments Private Limited – holding company – paid Rs.16.8 mn against Rs.16.1

mn refunded by him and additional Rs.0.7 mn as bonus.

He is a professional director with strong credentials. His overall remuneration is in line with peers and

commensurate with the size and complexity of the business.

25-Jul-17 Ge T&D India Limited Annual General Meeting Management To charge fees from shareholders in advance for the dispatch of documents in


For For 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.

26-Jul-17 Dabur India Ltd Annual General Meeting Management Adoption of standalone financial accounts For Abstain Board Best Suited

26-Jul-17 Dabur India Ltd Annual General Meeting Management Adoption of consolidated financial accounts For Abstain Board Best Suited

26-Jul-17 Dabur India Ltd Annual General Meeting Management Declare dividend For For Good policy to pay divided to shareholders

26-Jul-17 Dabur India Ltd Annual General Meeting Management Re-appointment of Mr. Mohit Burman as director, who retires by rotation For For Part of promoter family and regular to all meetings. He has also to his credit the acquisition of Balsara Home

Products Limited in 2005. He is seasoned entrepreneur and is associated in various capacities with di erent sports

franchise teams in India

26-Jul-17 Dabur India Ltd Annual General Meeting Management Re-appointment of Mr. Amit Burman as director, who retires by rotation For For Part of promoter family. He is responsible for the growth of foods business of the Company which under his

dynamic leadership has achieved a phenomenal growth. He had got rich experience in Foods Business

26-Jul-17 Dabur India Ltd Annual General Meeting Management Appointment of M/s Walker Chandiok & Co. LLP, Chartered Accountants as

Statutory Auditors of the Company

For For No concern has been identified regarding the resolution.

26-Jul-17 Dabur India Ltd Annual General Meeting Management Ratification of remuneration of Cost Auditors For For In line with industry practice.

26-Jul-17 Dabur India Ltd Annual General Meeting Management e-appointment of Mr. P.D. Narang as a Whole-time Director of the Company For For He has more than 30 years of experience in Corporate Finance & Tax Planning, International Finance, Capital

Markets, Strategic Planning and Management, Mergers and Acquisitions and Corporate Governance. He is an

expert in financial structuring and strategic planning and has been instrumental in growth of the company over

the last 30 years. Company must set up a cap on remuneration for him.

26-Jul-17 Indusind Bank Ltd Annual General Meeting Management Adoption of financial statement. For For Unqualified Accounts. Compliant with accounting Standards.

26-Jul-17 Indusind Bank Ltd Annual General Meeting Management Declaration of Dividend For For Compliant with law. No governance issue identified.

26-Jul-17 Indusind Bank Ltd Annual General Meeting Management Re-appointment of Mr. Romesh Sobti as director, liable to retire by rotation For For Appointment compliant with law. No major concern identified.

26-Jul-17 Indusind Bank Ltd Annual General Meeting Management Appointment of Statutory Auditors of the Bank For For Compliant with Law, no governance issue identified.

26-Jul-17 Indusind Bank Ltd Annual General Meeting Management Re-appointment of Mr. R. Seshasayee as Part-time Non-Executive Chairman of

the Bank.

For For Appointment compliant with law. No concern identified.

26-Jul-17 Indusind Bank Ltd Annual General Meeting Management Increasing of Borrowing Limit of the Bank For For Compliant with law, no concern identified.

26-Jul-17 Indusind Bank Ltd Annual General Meeting Management Issue of Long Term Bonds / Non-Convertible Debentures on Private Placement

Basis

For For No dilution in shareholding. Proposed issue is in accordance with law.

26-Jul-17 Hdfc Ltd Annual General Meeting Management Adoption of financial statement & consolidated financial statement. For For Unqualified accounts, no governance issue identified.

26-Jul-17 Hdfc Ltd Annual General Meeting Management Declaration of Dividend For For The Company has sufficient liquid funds and other assets, no governance issue has been identified.

26-Jul-17 Hdfc Ltd Annual General Meeting Management Re-appointment of Ms. Renu Karnad, as a director liable to retire by rotation. For For Appointment compliant with law. No major concern identified.

26-Jul-17 Hdfc Ltd Annual General Meeting Management Re-appointment of Mr. V. Srinivasa Rangan, as a director liable to retire by

rotation.


26-Jul-17 Hdfc Ltd Annual General Meeting Management Appointment of Messrs B S R & Co. LLP, as Statutory Auditors of the Company. For For Compliant with Law, no governance issue identified.

26-Jul-17 Hdfc Ltd Annual General Meeting Management Issue of Redeemable Non-Convertible Debentures and/or other hybrid

instruments

For For No dilution to existing equity shareholders. No governance issue observed

26-Jul-17 Hdfc Ltd Annual General Meeting Management Approval of related party transactions with HDFC Bank Limited. For For Compliant with Law, no governance issue identified.

26-Jul-17 Hdfc Ltd Annual General Meeting Management Approval for revision in the salary range of the Managing Directors and Whole-

time Director of the Corporation.

For For Compliant with Law, no governance issue identified

26-Jul-17 Hdfc Ltd Annual General Meeting Management Adoption of new Articles of Association of the Corporation in conformity with

the Companies Act, 2013.


26-Jul-17 Mphasis Limited Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine proposal

26-Jul-17 Mphasis Limited Annual General Meeting Management Declare dividend of Rs.17 per share (face value: Rs. 10) For For The total payout (including the final dividend, interim dividend and dividend tax) is Rs.4.3 bn. The dividend

payout ratio for FY17 is 68.8%.

26-Jul-17 Mphasis Limited Annual General Meeting Management Reappoint Paul James Upchurch as a Non-Executive Non-Independent Director For For Paul James Upchurch is a Senior Advisor to the Blackstone Group LP. He retires by rotation and his






Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




26-Jul-17 Mphasis Limited Annual General Meeting Management Reappoint Dario Zamarian as a Non-Executive Non-Independent Director For For Dario Zamarian is the Operating Advisor to The Blackstone Group LP. He retires by rotation and his


26-Jul-17 Mphasis Limited Annual General Meeting Management Ratify the reappointment of SR Batliboi & Associates LLP as statutory auditors

for FY17 and fix their remuneration

For For The ratification of their reappointment is in line with our voting policy on auditor (Re) appointments and with the

provisions of Section 139 of the Companies Act 2013.

26-Jul-17 Mphasis Limited Annual General Meeting Shareholder Appoint Nitin Rakesh (DIN 00042261) as CEO and Whole-Time Director for a

period of five years from 29 January 2017 and fix his remuneration

For For Nitin Rakesh has been appointed as Balu Ganesh Ayyar’s successor. He is a professional. Prior to joining Mphasis,

he was the CEO of Syntel (a NASDAQ listed IT Services company).The proposed remuneration, estimated at

Rs.91.9mn, is commensurate with the size and performance of the company. We believe the company must

consider setting a cap on the remuneration payable in absolute amounts

26-Jul-17 Mphasis Limited Annual General Meeting Management Approve agreements by employees with erstwhile promoter, Hewlett Packard

Enterprises (HPE)

For For The erstwhile promoter, Hewlett Packard Enterprises (HPE), had entered into retention bonus and severance

package agreements with a select set of employees to facilitate a smooth transition after the change of control.

The payments under the agreement will be made by HPE. If the mentioned employees continue to be in service

for the stipulated period, HPE will pay an aggregate of USD 10.86 mn. There will be no financial cost incurred by

Mphasis on account of this agreement.

26-Jul-17 Mphasis Limited Annual General Meeting Management Approve Exit Return Incentive (ERI) Plan which will reward certain employees

based on Marble II Pte Limited achieving a pre-defined return at the time of its

exit

For For Marble II Pte Ltd is listed as a promoter – it is a Blackstone fund. To align employees’ interests with itself, the

fund proposes to pass on some of its returns to a select set of employees. The employees will be paid in cash

based on a pre-defined set of achievement matrices. This proposition aligns the promoter’s and employees’

goals, which effectively also aligns interests with non-promoter shareholders. Further, the company will not bear

the burden of such rewards. We raise concerns over the lack of disclosure on the number of employees being

covered under the scheme and the basis of their selection.

26-Jul-17 Kec International Ltd Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine matter

26-Jul-17 Kec International Ltd Annual General Meeting Management Approve dividend of Rs 1.6 per share of face value Rs.2.0 each 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%

26-Jul-17 Kec International Ltd Annual General Meeting Management Reappoint Harsh Goenka as a Director For For Harsh Goenka (DIN: 00026726) is part of the promoter group and non-executive Chairperson of KEC. He retires

by rotation and his reappointment is in line with the statutory requirements

26-Jul-17 Kec International Ltd Annual General Meeting Management Appoint Price Waterhouse Chartered Accountants LLP as statutory auditors for

five years And fix their remuneration

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 requirements

26-Jul-17 Kec International Ltd Annual General Meeting Management 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.

26-Jul-17 Kec International Ltd Annual General Meeting Management Approve remuneration of Rs.0.7Mn for Kirit Mehta & Co. as cost auditors for

FY18


operations

26-Jul-17 Kec International Ltd Annual General Meeting Management Amend Articles of Association (AoA) to align with Companies Act 2013 For For With the coming into force of the Companies Act, 2013, several provisions of the existing Articles of Association


existing AoA

26-Jul-17 Tata Metaliks Limited Annual General Meeting MANAGEMENT Adoption of financial statements For Abstain Routine proposal

26-Jul-17 Tata Metaliks Limited Annual General Meeting MANAGEMENT Declare final dividend For For Dividend for shareholders

26-Jul-17 Tata Metaliks Limited Annual General Meeting MANAGEMENT Reappoint Ms. Samita Shah as Non-Executive Non-Independent Director For For Dividend for shareholders

26-Jul-17 Tata Metaliks Limited Annual General Meeting MANAGEMENT Appoint Price Waterhouse & Co LLP as statutory auditors for five years and fix

their remuneration


26-Jul-17 Tata Metaliks Limited Annual General Meeting Shareholder Appoint Amit Ghosh as Independent Director for five years For For In line with statutory requirements

26-Jul-17 Tata Metaliks Limited Annual General Meeting Shareholder Appoint Dr. Rupali Basu as Independent Director for five years For For In line with statutory requirements

26-Jul-17 Tata Metaliks Limited Annual General Meeting Shareholder Appoint Sandeep Kumar as Director For For In line with statutory requirements

26-Jul-17 Tata Metaliks Limited Annual General Meeting MANAGEMENT Appoint Sandeep Kumar as Executive Director from 10 April 2017 to 30 June

2017 and Managing Director with effect from 1 July 2017 for three years and fix

his remuneration


26-Jul-17 Tata Metaliks Limited Annual General Meeting MANAGEMENT Approve related party transactions aggregating to Rs.2.5 bn in FY18 with T S

Global Procurement Company Pte. Limited, Singapore


26-Jul-17 Tata Metaliks Limited Annual General Meeting MANAGEMENT Ratify remuneration of Rs. 0.2 mn for Shome & Banerjee as cost auditors for

FY18


26-Jul-17 Axis Bank Ltd Annual General Meeting Management a. Adoption of standalone financial statements for FYE 31 March 2017 b.

Adoption of consolidated financial statements for FYE 31 March 2017


26-Jul-17 Axis Bank Ltd Annual General Meeting Management Declare equity dividend of Rs. 5.0 per share (Face Value: Rs. 2) For For No concern has been identified. Company has sufficient funds/ability to pay the dividend.

26-Jul-17 Axis Bank Ltd Annual General Meeting Management To reappoint Usha Sangwan (DIN 02609263) as director liable to retire by

rotation


26-Jul-17 Axis Bank Ltd Annual General Meeting Management To reappoint B. Babu Rao (DIN 00425793) as director liable to retire by rotation For For Appointment compliant with law. No major concern identified.

26-Jul-17 Axis Bank Ltd Annual General Meeting Management To ratify the reappointment of S. R. Batliboi & Co LLP as Statutory Auditors for

one year


26-Jul-17 Axis Bank Ltd Annual General Meeting Management To approve revision in remuneration to Dr. Sanjiv Misra as Non-Executive (Part-

time chairman) for one year from 18 July 2017

For For The proposed remuneration is in line with the size and complexity of Axis Bank and comparable to peers in the

Banking Industry.

26-Jul-17 Axis Bank Ltd Annual General Meeting Management To approve revision in remuneration of Managing Director & CEO, Shikha

Sharma from 1 June 2017 for one year

For For The remuneration paid to / proposed for Shikha Sharma is consistent with the size and complexities of the

business of Axis Bank and comparable to that paid to her peers in the industry.





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




26-Jul-17 Axis Bank Ltd Annual General Meeting Management To approve revision in remuneration of Deputy Managing Director, V.

Srinivasan from 1 June 2017 for one year

For For The remuneration paid to / proposed for V. Srinivasan is consistent with the size and complexities of the business

of Axis Bank and comparable to that paid to his peers in the industry.

26-Jul-17 Axis Bank Ltd Annual General Meeting Management To approve revision in remuneration of Executive Director (Retail Banking), Rajiv

Anand from 1 June 2017 for one year

For For The remuneration paid to / proposed for Rajiv Anand is consistent with the size and complexities of the business

of Axis Bank and comparable to that paid to his peers in the industry.

26-Jul-17 Axis Bank Ltd Annual General Meeting Management To approve revision in remuneration of Executive Director (Corporate Centre),

Rajesh Dahiya from 1 June 2017 for one year

For For The remuneration paid to / proposed for Rajesh Dahiya is consistent with the size and complexities of the

business of Axis Bank and comparable to that paid to his peers in the industry.

26-Jul-17 Axis Bank Ltd Annual General Meeting Management To approve borrowing/raising funds in Indian Currency/Foreign Currency by

issue of debt instruments including but not limited to bonds and non-

convertible debentures for an amount upto Rs 350 bn

For For These debt instruments issued will be within the Bank’s overall borrowing limits.

27-Jul-17 Va Tech Wabag Limited Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine matter

27-Jul-17 Va Tech Wabag Limited Annual General Meeting Management Declare final dividend of Rs 4.0/Per equity share (face value Rs. 2.0) for FY17 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%

27-Jul-17 Va Tech Wabag Limited Annual General Meeting Management Reappoint S Vardarajan (DIN:02353065) as an Executive Director For For S Vardarajan, 51, promoter, was appointed as the Executive Director and Chief Growth Officer in FY15 AGM. His

reappointment meets all statutory requirements

27-Jul-17 Va Tech Wabag Limited Annual General Meeting Management Ratify reappointment of Walker Chandiok & Co. LLP as statutory auditors for

FY18 and fix their remuneration

For For The ratification of Walker Chandiok & Co. LLP’s reappointment is in line with our Voting Guidelines on Auditor

Appointment/Reappointment and with the requirements of Section 139 of the Companies Act 2013

27-Jul-17 Va Tech Wabag Limited Annual General Meeting Shareholder Reappoint BD Narang (DIN:00826573) as an Independent Director for three

years, w.e.f. 27 July 2017

For For 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

27-Jul-17 Va Tech Wabag Limited Annual General Meeting Shareholder Reappoint Sumit Chandwani (DIN:00179100) as an Independent Director for

three


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

27-Jul-17 Va Tech Wabag Limited Annual General Meeting Shareholder Reappoint Ms. Revathi Kasturi (DIN:00002593) as an Independent Director for

three


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 requirements

27-Jul-17 Va Tech Wabag Limited Annual General Meeting Management Increase borrowing limit to Rs. 50.0 bn from Rs. 30.0 bn or the aggregate of the

paid up capital and free reserves

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 long-term credit

rating of VAWL is ICRA AA-/Stable on its debt programmes.

27-Jul-17 Va Tech Wabag Limited Annual General Meeting Management Creation of charge on assets upto Rs. 50.0 bn For For Secured loans generally have easier repayment terms, less restrictive covenants, and lower interest rates

27-Jul-17 Va Tech Wabag Limited Annual General Meeting Management Issuance of equity share or equity linked securities through QIP/Private

Placement/ Preferential Allotment aggregating upto Rs. 4.0 bn

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

27-Jul-17 Cholamandalam Investment And

Finance Company Limited

Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Unqualified accounts. Compliant with the Law.



Annual General Meeting Management To confirm interim dividend of Rs, 3.5/- and declare final dividend of Rs. 2.0/-


For For No concern has been identified. Company has sufficient funds/ability to pay the dividend.



Annual General Meeting Management Reappoint N. Srinivasan (DIN: 00123338) as an Executive Director For For His reappointment meets all statutory requirements.



Annual General Meeting Management Appoint SR Batliboi & Associates LLP as statutory auditors for a period of five


For For SR Batliboi & Associates LLP’s appointment is in line with our Voting Guidelines on Auditor (Re)appointment and




Annual General Meeting Management Appoint N. Srinivasan as Vice-Chairperson & MD for a period of two years w.e.f.

19 August 2017 and fix his remuneration

For For His proposed remuneration of Rs. 69.4 mn is commensurate with the size and complexity of the business.



Annual General Meeting Management Appoint Arun Alagappan as an Executive Director for a period of five years

w.e.f. 19 August 2017 and fix his remuneration

For For His proposed remuneration of Rs. 32.3 mn is in line with peers and is commensurate with the size and

complexity of the business.



Annual General Meeting Management Issuance of redeemable non-convertible debentures (NCDs) on a private

placement basis upto Rs. 115.0 bn

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

limit.

27-Jul-17 Crompton Greaves Consumer

Electricals Ltd

Annual General Meeting Management Adoption of accounts For Abstain Board Best suited


Electricals Ltd

Annual General Meeting Management Declare dividend For For Good policy to pay divided to shareholders


Electricals Ltd

Annual General Meeting Management Reappoint Shantanu Khosla (DIN: 00059877) as an Executive Director For For Shantanu Khosla, 56, is the Managing Director, since January 2016. His reappointment meets all statutory

requirements.


Electricals Ltd

Annual General Meeting Management Ratify reappointment of Sharp & Tannan as statutory auditors for FY18 and fix

their remuneration

For For Sharp & Tannan have been the statutory auditor of CGCEL for past two Years; no problem Identified.


Electricals Ltd

Annual General Meeting Management Revise remuneration terms of Shantanu Khosla, Managing Director For For Remuneration is in line with industry practice.


Electricals Ltd

Annual General Meeting Shareholder Appoint Ms. Shweta Jalan (DIN: 00291675) as a Non-Independent Non-

Executive Director

For For MD & Head, Advent India PE Advisors, Nominee. Rest in line with statutory requirement





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)





Electricals Ltd

Annual General Meeting Shareholder Appoint Sahil Dalal (DIN: 07350808) as a Non- Independent Non-Executive

Director

For For Director, Advent India PE Advisors, Nominee. Rest in line with statutory requirement


Electricals Ltd

Annual General Meeting Shareholder Appoint Ravi Narain (DIN: 00062596) as a Non- Independent Non-Executive

Director

For For Former CEO, NSE, Nominee. Rest in line with statutory requirement.


Electricals Ltd

Annual General Meeting Shareholder Appoint Promeet Ghosh (DIN: 05307658) as a Non- Independent Non-Executive

Director

For For MD, Temasek Holdings Advisors India. Rest in line with statutory requirement.


Electricals Ltd

Annual General Meeting Management Ratify remuneration of Rs. 0.35 mn paid for FY17 and approve remuneration of

Rs. 0.42 mn for FY18, to Ashwin Solanki and Associates, as cost auditors

For For Remuneration is in line with industry practise


Electricals Ltd

Annual General Meeting Management Increase borrowing limit to Rs. 25.0 bn from Rs. 18.0 bn For For CGCEL believes that the increase in the borrowing will help in funding its future plans and expand its business

operations. It is possible that the company may be looking at inorganic growth. Management is prudent toutilize

cash and look at good valuation when doing inorganic growth.


Electricals Ltd

Annual General Meeting Management Creation of charge on assets upto Rs. 25.0 bn For For CGCEL believes that the increase in the borrowing will help in funding its future plans and expand its business

operations. It is possible that the company may be looking at inorganic growth. Management is prudent toutilize

cash and look at good valuation when doing inorganic growth.

27-Jul-17 Exide Industries Ltd Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine Resolution

27-Jul-17 Exide Industries Ltd Annual General Meeting Management 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 Good practice to share profits with share holders

27-Jul-17 Exide Industries Ltd Annual General Meeting Management Reappoint Subir Chakraborty as an Executive Director For For His re-appointment is in line with all the statutory requirements.

27-Jul-17 Exide Industries Ltd Annual General Meeting Management Reappoint Rajan Raheja as a Non-Executive, Non-Independent Director For For His re-appointment is in line with all the statutory requirements.

27-Jul-17 Exide Industries Ltd Annual General Meeting Management Appoint BSR & Co. LLP as statutory auditors for a period of five years 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 our Voting Guidelines on Auditor (Re)Appointments and with the requirements of Section

139 of the Companies Act 2013.

27-Jul-17 Exide Industries Ltd Annual General Meeting Management Ratify remuneration of Rs. 900,000 (plus service tax and out of pocket

expenses) for Shome & Banerjee, as cost auditors for FY18

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

27-Jul-17 Blue Dart Express Ltd. Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For This is a standard resolution.

27-Jul-17 Blue Dart Express Ltd. Annual General Meeting Management Declare final dividend of Rs.15.0 per equity share (face value of Rs.10.0) 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%.

27-Jul-17 Blue Dart Express Ltd. Annual General Meeting Management Reappoint Thomas Kipp as Non-Executive Non-Independent Director For For Thomas Kipp is the CEO of DHL eCommerce and is responsible for the international mail and parcel business of

Deutsche Post DHL. His reappointment is in line with all the statutory requirements.

27-Jul-17 Blue Dart Express Ltd. Annual General Meeting Management Appoint S R Batliboi & Associates LLP as statutory auditors for a period of five


For For SR Batliboi & Associates LLP is part of the Ernst & Young (E&Y) audit network. Their appointment is in line with

our Voting Guidelines on Auditor (Re)Appointments and with the requirements of Section 139 of the Companies

Act 2013

27-Jul-17 Blue Dart Express Ltd. Annual General Meeting Management Revision in remuneration terms of Anil Khanna, Managing Director, with effect

from 1 April 2017 until 20 February 2018

For For Blue Dart proposes to revise Anil Khanna’s remuneration, which is estimated at Rs. 47.2 mn. Additionally, he will

be entitled to a Long-Term Incentive (LTI), which will be paid to him after 31 December 2019, based on his

performance over board-set targets. The LTI will be up to maximum of 20% of Total Direct Compensation

28-Jul-17 Atul Ltd Annual General Meeting Management a. Adoption of standalone financial statements for the year ended 31 March

2017


2017


28-Jul-17 Atul Ltd Annual General Meeting Management Declare final dividend of Rs. 10.0/- per equity share (face value Rs. 10.0) for

FY17

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%.

28-Jul-17 Atul Ltd Annual General Meeting Management Reappoint Rajendra Shah (DIN: 00009851) as a Non-Executive Non-


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

requirements.

28-Jul-17 Atul Ltd Annual General Meeting Management Reappoint T Gopi Kannan (DIN: 00048645) as an Executive Director 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 requirements.

28-Jul-17 Atul Ltd Annual General Meeting Management Appoint Deloitte Haskins & Sells LLP as statutory auditors for a period of five


For For Deloitte Haskins & Sells LLP’s appointment is in line with our Voting Guidelines on Auditor (Re)appointments and


28-Jul-17 Atul Ltd Annual General Meeting Management Reappoint Samveg Lalbhai (DIN: 00009278) as Managing Director for five years

w.e.f. 15 December 2017 and fix his remuneration

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 remuneration of Rs. 30.4 mn for FY18 is in line with peers and commensurate with the size and


28-Jul-17 Atul Ltd Annual General Meeting Management Approval for reclassification of members of Sanjay Lalbhai family from promoter

to public shareholders

For For In FY17 the members of Sanjay Lalbhai family (along with Arvind Ltd. and its subsidiaries) have sold their shares

in Atul. As a result, the promoter shareholding has fallen from 51% to 44.5%. They now hold 4,431 shares in

aggregate, which is 0.01% of the issued share capital. These shareholders are neither involved in daily

operations, nor are able to influence the decisions made by the company and its management. The change will

not materially impact non-promoter shareholders.

28-Jul-17 Atul Ltd Annual General Meeting Management Approve remuneration of Rs. 0.27 mn for R Nanabhoy & Co. as cost auditors for

FY18


28-Jul-17 Endurance Technologies Limited Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine Resolution

28-Jul-17 Endurance Technologies Limited Annual General Meeting Management To declare final dividend of Rs.2.5 per share of face value Rs.10.0 For For Good practice to share profits with share holders

28-Jul-17 Endurance Technologies Limited Annual General Meeting Management Reappoint Ramesh Gehaney (DIN: 02697676) as an Executive Director For For Ramesh Gehaney is the Chief Operating Officer. He is liable to retire by rotation and his reappointment is in line

with all statutory requirements.

28-Jul-17 Endurance Technologies Limited Annual General Meeting Management Appoint S R B C & Co LLP as statutory auditors for a period of five years and fix

their remuneration

For For S R B C & Co LLP’s appointment is in line with our Voting Policy on Auditor Appointment and with the






Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




28-Jul-17 Endurance Technologies Limited Annual General Meeting Shareholder Reappoint Massimo Venuti (DIN: 06889772) as Non-Executive Non-


For For Massimo Venuti joined the Endurance Group in June 2008 as CEO of Endurance Overseas Srl, the Italian

subsidiary of the company and is overall in-charge of the European operations of Endurance Group. Massimo

Venuti was initially appointed as a non-executive director on 6 June 2014. He had resigned from the Board from

9 June 2016 due to personal reasons of a transient nature. He was again appointed as an additional director from

2 December 2016. He is liable to retire by rotation and his reappointment is in line with all statutory

requirements.

28-Jul-17 Endurance Technologies Limited Annual General Meeting Management Approve remuneration of Rs.0.25 mn for Jayant B. Galande as cost auditors for

FY18


28-Jul-17 Itc Limited Annual General Meeting Management Adoption of accounts For Abstain Board Best suited

28-Jul-17 Itc Limited Annual General Meeting Management Declare dividend For For Good policy to pay divided to shareholders

28-Jul-17 Itc Limited Annual General Meeting Management Re-appointment of Mr. Suryakant Balkrishna Mainak For For He joined LIC as a Direct Recruit Officer in 1983 and retired as its Managing Director with effect from March 1,

2016. No concern is identified regarding profile, time commitments and attendance performance of Mr.

Suryakant B. Mainak. Regular to all meetings

28-Jul-17 Itc Limited Annual General Meeting Management To reappoint M/s Deloitte Haskins & Sells as auditors of the Company for a

term of 5 years

For For Deloitte Haskins & Sells were reappointed for a period of 5 years in the company’s 2014 AGM. Under the

Companies Act 2013, auditor (re)appointment must be ratified annually . After completion of five years

companymay reappoint new one

28-Jul-17 Itc Limited Annual General Meeting Management Appointment of Mr. Zafir Alam as Non-Executive Director For For He has held various senior positions and has been the Head of several operating Units, including tenure as

Deputy General Manager, Bengaluru Regional Office . His reappointment in line with all the statutory

requirement.

28-Jul-17 Itc Limited Annual General Meeting Management Appointment of Mr. David Robert Simpson as Non-Executive Director For For He started his career in 1979 and has held various leadership positions with major corporates including Barclays

de Zoete Wedd Limited and KPMG LLP. His reappointment in line with all the statutory requirement.

28-Jul-17 Itc Limited Annual General Meeting Management Appointment of Mr. Ashok Malik as Non-Executive Director For For He began his career as a journalist and has worked with several leading publications, including India Today, The

Times of India and Indian Express. His reappointment in line with all the statutory requirement.

28-Jul-17 Itc Limited Annual General Meeting Management Approval to the remuneration of Mr. Yogesh Chander Deveshwar as Chairman

and Non-Executive Director

For For YCD continue as Chairman in non-executive capacity and also play the role of Mentor to the new executive

management. The proposed remuneration of Rs. 12 crore p.a. is high but given the company’s profitability this is

not high. One has to be conscious of the fact that after announcement of CEO it has been less than one year.

28-Jul-17 Itc Limited Annual General Meeting Management Revision in remuneration of Mr. Sanjiv Puri, Chief Executive Officer &

Wholetime Director

For For The Company has placed absolute cap on all the remuneration components of Mr. Sanjiv Puri and has

adequately disclosed the justification for the change in remuneration package

28-Jul-17 Itc Limited Annual General Meeting Management Ratification of remuneration of Mr. P. Raju Iyer, Cost Auditor, for the financial

year 2017-18.

For For Remuneration is in line with industry practice

28-Jul-17 Itc Limited Annual General Meeting Management Ratification of remuneration of Messrs. Shome & Banerjee, Cost Auditors, for

the financial year 2017-18.


28-Jul-17 Dr. Reddys Laboratories Ltd. Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine Resolution

28-Jul-17 Dr. Reddys Laboratories Ltd. Annual General Meeting Management Declare dividend of Rs.20.0 per equity share (face value of Rs.5.0 per share) For For Dividend payout has increased to 30% from 24% of net profits.

28-Jul-17 Dr. Reddys Laboratories Ltd. Annual General Meeting Management Reappoint G V Prasad as a Director retiring by rotation For For Reappointment is in line with Companies Act

28-Jul-17 Dr. Reddys Laboratories Ltd. Annual General Meeting Management Ratify the appoint S R Batliboi & Associates LLP as statutory auditors for one

year and fix their remuneration

For For Appointment is in line with Companies Act and his remuneration is in line with scope of company operations

28-Jul-17 Dr. Reddys Laboratories Ltd. Annual General Meeting Management Reappoint K. Satish Reddy (DIN: 00129701) as Whole-time Director designated

as Chairperson for a term of five years with effect from 1 October 2017 and fix

his remuneration

For For Reappointment is in-line with Companies Act and his remuneration is in line with other peers in the industry

28-Jul-17 Dr. Reddys Laboratories Ltd. Annual General Meeting Management Ratify remuneration of Rs. 700,000 payable to Sagar & Associates as cost

auditors for FY18

For For Payment is commensurate to size of the company

28-Jul-17 Biocon Limited Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine Resolution

28-Jul-17 Biocon Limited Annual General Meeting Management Declare final dividend of Re.1.0 per equity share (face value Rs.5.0) For For Routine Resolution

28-Jul-17 Biocon Limited Annual General Meeting Management Reappoint Ravi Mazumdar as Non-Executive Non-Independent Director For For Reappointment is in line with statutory requirements

28-Jul-17 Biocon Limited Annual General Meeting Management Ratify the appointment of M/s. B S R & Co. LLP as statutory auditors for one

year and fix their remuneration

For For Appointment is in line with Companies Act and remuneration is in line with scope of company operations

28-Jul-17 Biocon Limited Annual General Meeting Shareholder Reappoint Russel Walls (DIN: 03528496) as an Independent Director for five

years


28-Jul-17 Biocon Limited Annual General Meeting Shareholder Reappoint Mary Harney (DIN: 05321964) as an Independent Director for five

years


28-Jul-17 Biocon Limited Annual General Meeting Shareholder Reappoint Daniel M. Bradbury (DIN: 06599933) as an Independent Director for

five years


28-Jul-17 Biocon Limited Annual General Meeting Management Ratify remuneration of Rs. 450,000 payable to M/s. Rao Murthy & Associates,


For For Remuneration is in line with scope of work and size of company operations

28-Jul-17 Vip Industries Limited Annual General Meeting Management Adoption of accounts for FY16-FY17 For Abstain Board Best Suited

28-Jul-17 Vip Industries Limited Annual General Meeting Management Confirm interim dividend of Rs. 0.8 per equity share of face value Rs.2.0 each For For Good policy to pay divided to shareholders

28-Jul-17 Vip Industries Limited Annual General Meeting Management Declaration of final dividend of Re 1.6 per share (FV Rs 2) for FY17 For For Good policy to pay divided to shareholders

28-Jul-17 Vip Industries Limited Annual General Meeting Management Reappoint Ashish Saha as an Executive Director For For His reappointment is in line with all statutory requirements

28-Jul-17 Vip Industries Limited Annual General Meeting Management Ratify Price Waterhouse Chartered Accountants LLP as statutory auditors for

FY18

For For Price Waterhouse Chartered Accountants LLP’s ratification as statutory auditors is in line with our Voting

Guidelines on Auditor

28-Jul-17 Vip Industries Limited Annual General Meeting Management Appoint Dilip Piramal as Chairperson and Managing Director for a period of two

years from 25 March 2017 and fix his remuneration

For For Dilip Piramal has been re-designated as Chairperson and Managing Director from Chairperson with effect from

25 March 2017. His proposed remuneration of Rs. 31.9 mn is commensurate with the size and complexity of the

business and is in line with the peers





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




28-Jul-17 Vip Industries Limited Annual General Meeting Management Appoint Radhika Piramal as Vice Chairperson and Executive Director for a

period of two years from 07 April 2017 and fix her remuneration

For For Ms. Radhika Piramal will be relocating to the UK where she will look into various innovation and technology

developments happening globally in the luggage industry. She will be responsible for assessing international

trends. Her proposed remuneration of Rs. 31.3 mn (assuming current GBP/INR rates) is commensurate with the

size and complexity of the business and is in line with the peers.

28-Jul-17 Skf India Ltd. Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine Resolution

28-Jul-17 Skf India Ltd. Annual General Meeting Management Declare final dividend of Rs. 10.0 per equity share (face value Rs. 10.0) For For Good practice to share profits with share holders

28-Jul-17 Skf India Ltd. Annual General Meeting Management Reappoint Rakesh Makhija as Non-Executive Non-Independent Director For For Rakesh Makhija, 66, is the current Chairperson and former MD, SKF India Limited. He retires by rotation and his


28-Jul-17 Skf India Ltd. Annual General Meeting Management Ratify Price Waterhouse & Co. as statutory auditors for one year and fix their

remuneration

For For Price Waterhouse & Co. were appointed as the statutory auditors for SKF India Ltd in the year 2012. Their

ratification is in line with our Voting Policy on Auditor (Re)appointment and with the requirements of Section 139

of the Companies Act 2013.

28-Jul-17 Skf India Ltd. Annual General Meeting Shareholder Appoint Bernd Stephan as Non-Executive Non-Independent Director For For Bernd Stephan, 61, is President, Automotive and Aerospace, SKF Group and member of SKP Group management.

His appointment is in line with the statutory requirements.

28-Jul-17 Skf India Ltd. Annual General Meeting Management Ratify remuneration of Rs. 380,000 payable to RA & Co. as cost auditor for FY17 For For The total remuneration proposed to be paid to the cost auditors in FY17 is reasonable compared to the size and


28-Jul-17 Shoppers' Stop Ltd Annual General Meeting Management Adoption of accounts For Abstain Board Best suited

28-Jul-17 Shoppers' Stop Ltd Annual General Meeting Management Declare dividend of Rs. 0.75 per share For For Good policy to pay divided to shareholders

28-Jul-17 Shoppers' Stop Ltd Annual General Meeting Management Reappointment of Ravi C Raheja as a Non-Executive Director Non-Independent

Director

For For Ravi C. Raheja is part of promoter family and non-executive director. Reappointment in line with statutory

requirement.

28-Jul-17 Shoppers' Stop Ltd Annual General Meeting Management Appoint SRBC & Co. LLP as statutory auditors for a period of five years For For Companies Act give them time of three years to change this.

28-Jul-17 Idfc Ltd Annual General Meeting Management a. Adoption of standalone financial statements for FYE 31 March 2017

b. Adoption of consolidated financial statements for FYE 31 March 2017


28-Jul-17 Idfc Ltd Annual General Meeting Management Declare equity dividend of Rs. 0.25 per share (Face Value: Rs. 10) For For No concern has been identified. Company has sufficient funds/ability to pay the dividend.

28-Jul-17 Idfc Ltd Annual General Meeting Management To reappoint Chintamani Bhagat (DIN - 07282200) as director liable to retire by

rotation

For For His reappointment as nominee director liable to retire by rotation is in line with all statutory requirements.

28-Jul-17 Idfc Ltd Annual General Meeting Management To appoint Price Waterhouse & Co LLP as statutory auditors for a period of five

years

For For The appointment of Price Waterhouse & Co LLP is in line with our voting policy

28-Jul-17 Idfc Ltd Annual General Meeting Shareholder To appoint Manish Kumar (DIN - 07379535) as nominee director of the

Government of India liable to retire by rotation

For For His appointment as nominee director of the GoI, liable to retire by rotation is in line with all statutory

requirements.

28-Jul-17 Idfc Ltd Annual General Meeting Shareholder To appoint Soumyajit Ghosh (DIN – 07698741) as nominee director of the

Government of India liable to retire by rotation

For For His appointment as nominee director of the GoI, liable to retire by rotation is in line with all statutory

requirements.

28-Jul-17 Idfc Ltd Annual General Meeting Shareholder To appoint Sunil Kakar (DIN - 03055561) as director For For Sunil Kakar is currently the CFO of IDFC Bank and will resign from this position once he assumes his new role.

28-Jul-17 Idfc Ltd Annual General Meeting Management To appoint Sunil Kakar as MD & CEO for three years from 16 July 2017 and to fix

his remuneration

For For The proposed remuneration is commensurate compared to the size and scale of the business.

28-Jul-17 Idfc Ltd Annual General Meeting Shareholder To reappoint S. S. Kohli (DIN – 00169907) as Independent Director for a period

of two years till the AGM of FY19


28-Jul-17 Idfc Ltd Annual General Meeting Shareholder To reappoint Marianne Økland (DIN - 03581266) as Independent Director for a

period of two years till the AGM of FY19

For For Her appointment as Independent Director is in line with all statutory requirements.

28-Jul-17 Idfc Ltd Annual General Meeting Management To issue non-convertible securities on private placement basis, up to Rs 100 bn For For These debt instruments issued will be within the company’s overall borrowing limits

28-Jul-17 Cesc Ltd Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017


28-Jul-17 Cesc Ltd Annual General Meeting Management Confirm interim dividend of Rs.10 per equity share of face value Rs.1 each For For Dividend for FY17 is Rs. 10.0/-, which is same as paid in the previous year. The total dividend outflow (including


28-Jul-17 Cesc Ltd Annual General Meeting Management Appoint Aniruddha Basu as Director For For Aniruddha Basu (DIN: 06593527) is the Managing Director. His appointment is in line with all statutory

requirements.

28-Jul-17 Cesc Ltd Annual General Meeting Management Appoint SR Batliboi & Co as statutory auditors for five years and fix their

remuneration

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


28-Jul-17 Cesc Ltd Annual General Meeting Management Approve creation of mortgage on assets against debt and financial guarantees

aggregating to Rs.20.1 bn

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.18.4 bn and availed financial guarantee of Rs.1.7 bn to ICICI Bank. The

secured debt has easier repayment terms, less restrictive covenants and marginally lower interest rates.

28-Jul-17 Cesc Ltd Annual General Meeting Management Approve remuneration of Rs.600,000 payable to Shome and Banerjee, cost

auditors

for FY18


operations.

28-Jul-17 Idfc Bank Ltd. Annual General Meeting Management a. Adoption of standalone financial statements for FYE 31 March 2017

b. Adoption of consolidated financial statements for FYE 31 March 2017


28-Jul-17 Idfc Bank Ltd. Annual General Meeting Management Declare equity dividend of Rs. 0.75 per share (Face Value: Rs. 10) For For No concern has been identified. Company has sufficient funds/ability to pay the dividend.

28-Jul-17 Idfc Bank Ltd. Annual General Meeting Management To reappoint Deloitte Haskins & Sells as statutory auditors for a period of one

year


28-Jul-17 Idfc Bank Ltd. Annual General Meeting Management To approve offer and issue of debt securities on a private placement basis upto

a limit of Rs 100 bn

For For IDFC Bank’s debt is rated [ICRA] AAA (Stable)/ [ICRA] A1+ which denotes a reasonable degree of safety regarding

timely servicing of financial obligations. These instruments carry low credit risk.

28-Jul-17 Idfc Bank Ltd. Annual General Meeting Shareholder To appoint Anand Sinha (DIN: 00682433), as Independent Director for a period

of three years till 31 July 2019






Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




28-Jul-17 Idfc Bank Ltd. Annual General Meeting Shareholder To appoint Ms. Anindita Sinharay (DIN: 07724555) as Nominee Director of the

Government of India, liable to retire by rotation


28-Jul-17 Idfc Bank Ltd. Annual General Meeting Shareholder To appoint Sunil Kakar (DIN: 03055561), as Nominee Director of IDFC Ltd., liable

to retire by rotation


28-Jul-17 Idfc Bank Ltd. Annual General Meeting Shareholder To appoint Avtar Monga as Director liable to retire by rotation For For Appointment compliant with law. No major concern identified.

28-Jul-17 Idfc Bank Ltd. Annual General Meeting Management To appoint Avtar Monga as the Executive Director for three years from 25 April

2017 and to fix his remuneration

For For Appointment compliant with law. No major concern identified. The remuneration proposed for Avtar Monga is

higher than that paid to peers in the banking industry given the size of IDFC Bank

28-Jul-17 Astra Microwave Products Ltd Annual General Meeting Management a. Adoption of standalone financial statements for the year ended 31 March

2017


2017


28-Jul-17 Astra Microwave Products Ltd Annual General Meeting Management Declare final dividend For For Dividend for shareholders

28-Jul-17 Astra Microwave Products Ltd Annual General Meeting Management Reappoint B. Malla Reddy (DIN: 00003154) as an Executive Director For For In line with statutory requirements

28-Jul-17 Astra Microwave Products Ltd Annual General Meeting Management Reappoint S. Gurunatha Reddy (DIN: 00003828) as an Executive Director For For In line with statutory requirements

28-Jul-17 Astra Microwave Products Ltd Annual General Meeting Management Appoint Price Waterhouse Chartered Accountants LLP as statutory auditors for



28-Jul-17 Astra Microwave Products Ltd Annual General Meeting Management Approve remuneration of Rs.0.16 mn for DZR & Co as cost auditors for FY18 For For In line with statutory requirements

29-Jul-17 Jk Cement Ltd. Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017


29-Jul-17 Jk Cement Ltd. Annual General Meeting Management Declare final dividend For For Dividend for shareholders

29-Jul-17 Jk Cement Ltd. Annual General Meeting Management Reappoint Paul Hugentobler as Non-Executive Non-Independent Director For For Dividend for shareholders

29-Jul-17 Jk Cement Ltd. Annual General Meeting Management Appoint SR Batliboi & Co. as statutory auditors for five years and fix their

remuneration


29-Jul-17 Jk Cement Ltd. Annual General Meeting Management Ratify remuneration of Rs. 525,000 payable to KG Goyal & Company as cost

auditors for FY18


29-Jul-17 Jk Cement Ltd. Annual General Meeting Management Approve private placement of non-convertible debentures of upto Rs.5 bn For For Required for business purposes

29-Jul-17 Jk Cement Ltd. Annual General Meeting Management Issue securities upto Rs. 10 bn For For Required for business purposes

31-Jul-17 Carborundum Universal Ltd Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017


31-Jul-17 Carborundum Universal Ltd Annual General Meeting Management Adoption of consolidated financial statements for the year ended 31 March

2017


31-Jul-17 Carborundum Universal Ltd Annual General Meeting Management Ratify interim dividend of Re. 1.0 per equity share and declare final dividend of

Re. 0.75 per equity share (face value Re. 1.0)


31-Jul-17 Carborundum Universal Ltd Annual General Meeting Management Reappoint M M Murugappan as Non-Executive Non-Independent Director For For In line with statutory requirements

31-Jul-17 Carborundum Universal Ltd Annual General Meeting Management Appoint Price Waterhouse Chartered Accountants LLP as statutory auditors for

five years and fix their remuneration


31-Jul-17 Carborundum Universal Ltd Annual General Meeting Shareholder Appoint M A M Arunachalam as Non-Executive Non-Independent Director For For In line with statutory requirements

31-Jul-17 Carborundum Universal Ltd Annual General Meeting Shareholder Appoint PS Raghavan as Independent Director for five years For For In line with statutory requirements

31-Jul-17 Carborundum Universal Ltd Annual General Meeting Shareholder Appoint Sujjain Talwar as Independent Director for five years For For In line with statutory requirements

31-Jul-17 Carborundum Universal Ltd Annual General Meeting Management Reappoint K Srinivasan as Managing Director for two years with effect from 23

November 2017 and fix his remuneration


31-Jul-17 Carborundum Universal Ltd Annual General Meeting Management Approve remuneration of Rs. 400,000 payable to S Mahadevan & Co as cost

auditors for FY18


31-Jul-17 Carborundum Universal Ltd Annual General Meeting Management Approve private placement of non-convertible debentures of up to Rs.2.5 bn For For In line with statutory requirements

31-Jul-17 V-Guard Industries Ltd Annual General Meeting Management Adoption of Financial Statements for the Financial Year ended March 31, 2017 For Abstain Board Best Suited

31-Jul-17 V-Guard Industries Ltd Annual General Meeting Management Declare dividend For For Good policy to pay divided to shareholders

31-Jul-17 V-Guard Industries Ltd Annual General Meeting Management Re-appointment of Mr. Mithun K Chittilappilli, Director, who retires by rotation

and offers himself for re-appointment

For For MD – V-Guard Indus

No conern identified; regular to all meetings.

31-Jul-17 V-Guard Industries Ltd Annual General Meeting Management To re-appoint M/s. S R Batliboi & Associates LLP, Chartered Accountants as


For For No concern has been identified regarding the resolution.

31-Jul-17 V-Guard Industries Ltd Annual General Meeting Management Ratification of payment of remuneration to M/s. R A & Co. the Cost Auditors of

the Company for FY 2017/18


31-Jul-17 Shree Cement Limited Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017


31-Jul-17 Shree Cement Limited Annual General Meeting Management Ratify interim dividend of Rs. 16.0 per share and special dividend of Rs. 100 per

share (face value Rs. 10.0)


31-Jul-17 Shree Cement Limited Annual General Meeting Management Declare final dividend of Rs. 24.0 per equity share (face value Rs. 10.0) For For Dividend for shareholders

31-Jul-17 Shree Cement Limited Annual General Meeting Management Reappoint Ramakant Sharma as Non-Executive Non-Independent Director For For In line with statutory requirements

31-Jul-17 Shree Cement Limited Annual General Meeting Management Appoint Gupta & Dua as statutory auditors for five years and fix their

remuneration






Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




31-Jul-17 Shree Cement Limited Annual General Meeting Management Ratify remuneration of Rs. 350,000 payable to KG Goyal & Associates as cost

auditors for FY18


31-Jul-17 Shree Cement Limited Annual General Meeting Management Reappoint Prashant Bangur as Joint Managing Director for five years and fix his

remuneration

For Abstain Inadequate information available .

31-Jul-17 Shree Cement Limited Annual General Meeting Management Approve private placement of non-convertible debentures For For In line with statutory requirements

31-Jul-17 Torrent Phrmaceuticals Ltd. Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine Resolution

31-Jul-17 Torrent Phrmaceuticals Ltd. Annual General Meeting Management Confirm interim dividend of Rs.10.0 per equity share and declare final dividend

of Rs 4 per equity share (face value of Rs.5.0 each)


31-Jul-17 Torrent Phrmaceuticals Ltd. Annual General Meeting Management Reappoint Chaitanya Dutt as a Director For For Reappointment is in line with Companies Act

31-Jul-17 Torrent Phrmaceuticals Ltd. Annual General Meeting Management Statutory Auditors of the Company For For Appointment is in line with Companies Act and proposed remuneration is in line with size and scale of company

operations

31-Jul-17 Torrent Phrmaceuticals Ltd. Annual General Meeting Management Ratify remuneration of Rs. 750,000 payable to M/s Kirit Mehta & Co. as cost

auditors for FY18

For For Remuneration is in-line with size and scale of company operations

31-Jul-17 Torrent Phrmaceuticals Ltd. Annual General Meeting Management Reappoint Dr. Chaitanya Dutt as Whole-time Director for a term of three years

with effect from 1 January 2018 and fix his remuneration


31-Jul-17 Torrent Phrmaceuticals Ltd. Annual General Meeting Management Approve issuance of Non-Convertible Debentures of up to Rs.75 bn For For Proposed NCD issuance is within the overall borrowing limit of the company

31-Jul-17 Godrej Cosumer Products Ltd. Annual General Meeting Management Adoption of accounts For Abstain Board Best suited

31-Jul-17 Godrej Cosumer Products Ltd. Annual General Meeting Management Deceleration of dividend For For Good policy to pay divided to shareholders

31-Jul-17 Godrej Cosumer Products Ltd. Annual General Meeting Management Re-appointment of Mr Jamshyd Godrej, as a director liable to retire by rotation For For Managing Director of Godrej And Boyce Manufacturing Company Limited Appointment is in Line with statutory

Requirement. Regular to meetings

31-Jul-17 Godrej Cosumer Products Ltd. Annual General Meeting Management Re-appointment of Mr Nadir Godrej, as a director liable to retire by rotation For For Managing Director of Godrej Industries Limited. Appointment is in Line with statutory Requirement. Regular to

meetings

31-Jul-17 Godrej Cosumer Products Ltd. Annual General Meeting Management Ratification of appointment of Statutory Auditors For For Regulation requires disclosure. Cost auditor and fess is in line.

31-Jul-17 Godrej Cosumer Products Ltd. Annual General Meeting Management Ratification of remuneration payable to the Cost Auditor For For In line with industry

31-Jul-17 Godrej Cosumer Products Ltd. Annual General Meeting Shareholder Appointment of Mr Pirojsha Godrej, as a Non-Executive Director. For For CEO of Godrej Properties since 2012 . Appointment is in Line with statutory Requirement

31-Jul-17 Godrej Cosumer Products Ltd. Annual General Meeting Shareholder Appointment of Ms Ndidi Nwuneli, as an Independent Director For For Social Entrepreneur, Managing Consultant. MBA, Undergraduate Degree with Honours in Multinational and

Strategic Management .She will add value

31-Jul-17 Godrej Cosumer Products Ltd. Annual General Meeting Management Fixing Commission on Profits to Non-Executive Directors and Independent

Directors

For For 1% of Net Profits or ₹ 20 lacs, whichever is lower. No conern identified.

31-Jul-17 Birla Corporation Limited Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For Abstain Routine proposal

31-Jul-17 Birla Corporation Limited Annual General Meeting Management Declare final dividend of Rs. 6.50/- per equity share (face value Rs. 10.0) for

FY17


31-Jul-17 Birla Corporation Limited Annual General Meeting Management Reappoint Harsh Lodha (DIN: 00394094) as an Non-Executive Non-Independent

Director


31-Jul-17 Birla Corporation Limited Annual General Meeting Management Appoint V. Sankar Aiyar & Co. as statutory auditors for a period of five years



31-Jul-17 Birla Corporation Limited Annual General Meeting Management Approve remuneration of Rs. 0.4 mn for Shome & Banerjee as cost auditors for

FY18


31-Jul-17 Ge Power India Limited Annual General Meeting Management To receive, consider and adopt: a. the audited standalone financial statements;

and b. the audited consolidated financial statements

For For Routine Busines

31-Jul-17 Ge Power India Limited Annual General Meeting Management To declare dividend on Equity Shares for the financial year ended 31 March

2017


31-Jul-17 Ge Power India Limited Annual General Meeting Management To ratify the appointment of M/s. B S R & Co LLP, Chartered Accountants as



31-Jul-17 Ge Power India Limited Annual General Meeting Management To ratify the remuneration of M/s. Shome & Banerjee, Cost Accountants, Cost

Auditors for financial year 2017-18.


31-Jul-17 Ge Power India Limited Annual General Meeting Shareholder To appoint Mr. Andrew H De Leone as a Director of the Company, liable to

retire by rotation


31-Jul-17 Ge Power India Limited Annual General Meeting Shareholder To appoint Mr. Vishal Keerti Wanchoo as a Director of the Company, liable to

retire by rotation


31-Jul-17 Ge Power India Limited Annual General Meeting Shareholder To appoint Mr. Sanjeev Agarwal as a Director w.e.f. this Annual General

Meeting and Whole-time Director of the Company for a period of 3 years


31-Jul-17 Ge Power India Limited Annual General Meeting Management To approve material related party transactions entered during FY 2016-17 For For In course of business practice

31-Jul-17 Ge Power India Limited Annual General Meeting Management To approve material related party transactions entered during FY 2017-18 and

onwards

For For In course of business practice

01-Aug-17 Tech Mahindra Ltd. Annual General Meeting Management Adoption of standalone financial statements for the year ended 31 March 2017 For For Routine proposal.

01-Aug-17 Tech Mahindra Ltd. Annual General Meeting Management Adoption of consolidated financial statements for the year ended 31 March

2017


01-Aug-17 Tech Mahindra Ltd. Annual General Meeting Management Declare dividend of Rs. 9.0 per share (FV Rs.5.0) For For Dividend is the best way to reward shareholders, higher payout ratio is encouraged

01-Aug-17 Tech Mahindra Ltd. Annual General Meeting Management Reappointment of Ulhas N. Yargop (DIN: 00054530) as director liable to retire

by rotation

For For He is a nominee of the promoter on the board of Tech Mahindra. His reappointment as director liable to retire by

rotation is in line with all statutory requirements

01-Aug-17 Tech Mahindra Ltd. Annual General Meeting Management Appoint B S R & Co. LLP as statutory auditors for five years For For The appointment of B S R & Co. LLP is in line with our voting policy and provisions of Section 139 of the

Companies Act 2013.

01-Aug-17 Marico Limited Annual General Meeting Management Adoption of accounts For Abstain Board Best suited

01-Aug-17 Marico Limited Annual General Meeting Management To confirm dividend For For Good policy to pay divided to shareholders

01-Aug-17 Marico Limited Annual General Meeting Management To reappoint Harsh Mariwala as Non-Executive, Non-Independent Director For For Harsh Mariwala is the promoter Director. His appointment in line with all statutory Requirements.





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




01-Aug-17 Marico Limited Annual General Meeting Management Appointment of statutory

auditor

For For Appointment in line with all statutory Requirements.

01-Aug-17 Marico Limited Annual General Meeting Management Ratify remuneration payable to Cost auditor For For In line with industry practice

01-Aug-17 Marico Limited Annual General Meeting Shareholder To appoint Mr. Rishab Mariwala as Non-Executive director of the company. For For Rishab Mariwala is the promoter director. His appointment in line with all statutory Requirements.

01-Aug-17 Marico Limited Annual General Meeting Shareholder To appoint Mr. Ananth Narayan as Non-Executive director of the company. For For CEO of Myntra and Jabong. His appointment in line with all statutory Requirements. He will add value from e

commerce experience perspective

01-Aug-17 Torrent Power Limited Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine resolution

01-Aug-17 Torrent Power Limited Annual General Meeting Management Approve dividend of Rs.2.2 per share of face value Rs.10.0 each For For The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs.1.3 bn.

The dividend payout ratio for FY17 was 29.4%.

01-Aug-17 Torrent Power Limited Annual General Meeting Management Not fill casual vacancy caused by retirement of R Ravichandran For For R. Ravichandran (DIN: 06737497) is an LIC nominee. He will retire at the upcoming AGM and the vacancy caused

by his retirement will not be filled up. Following his retirement, there will be no LIC nominee on the board.

01-Aug-17 Torrent Power Limited Annual General Meeting Management Appoint Price Waterhouse Chartered Accountants LLP as statutory auditors for


For For Price Waterhouse Chartered Accountants LLP are replacing Deloitte Haskins & Sells as the statutory auditors. The

appointment is in line with the statutory requirements.

01-Aug-17 Torrent Power Limited Annual General Meeting Shareholder Appoint Pankaj Joshi as a Director For For Pankaj Joshi (DIN: 01532892) is a nominee of the Government of Gujarat. He is currently the Managing Director

of Gujarat Urja Vikas Nigam Limited. His appointment is in line with the statutory requirements.

01-Aug-17 Torrent Power Limited Annual General Meeting Management Approve remuneration of Rs.1.2 mn for Kirit Mehta & Co as cost auditors for

FY18


operations.

01-Aug-17 Credit Analysis & Research Ltd. (Care) Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Unqualified accounts. Compliant with the Law.

01-Aug-17 Credit Analysis & Research Ltd. (Care) Annual General Meeting Management Confirm interim dividend of Rs.18 per share and declare final dividend of Rs.10

per share (FV Rs.10)

For For No concern has been identified. Company has sufficient funds/ability to pay the dividend.

01-Aug-17 Credit Analysis & Research Ltd. (Care) Annual General Meeting Management Reappoint Rajesh Mokashi as an Executive Director For For Appointment compliant with law. No major concern identified.

01-Aug-17 Credit Analysis & Research Ltd. (Care) Annual General Meeting Management Ratify Khimji Kunverji & Co as statutory auditors and to fix their remuneration For For Khimji Kunverji & Co’s ratification as statutory auditors is in line with our Voting Guidelines on Auditor

(Re)Appointments and with the requirements of Section 139 of the Companies Act 2013

01-Aug-17 Credit Analysis & Research Ltd. (Care) Annual General Meeting Shareholder Appoint Ms. Sadhana Dhamane (DIN 01062315) as a Non- Executive Director For For Appointment compliant with law. No major concern identified.

01-Aug-17 Credit Analysis & Research Ltd. (Care) Annual General Meeting Shareholder Appoint S. B. Mainak (DIN 02531129) as an Independent Director for a term of

three years from 1 August 2017


01-Aug-17 Credit Analysis & Research Ltd. (Care) Annual General Meeting Shareholder Appoint Milind Sarwate (DIN 00109854) as an Independent Director for a term

of three years from 1 August 2017


02-Aug-17 Edelweiss Financial Services Limited Annual General Meeting Management a) Adoption of standalone financial statements for the year ended 31 March

2017 b) Adoption of consolidated financial statements for the year ended 31

March 2017


02-Aug-17 Edelweiss Financial Services Limited Annual General Meeting Management To declare dividend of Rs 0.3 on equity shares of face value Rs. 1 For For No concern has been identified. Company has sufficient funds/ability to pay the dividend.

02-Aug-17 Edelweiss Financial Services Limited Annual General Meeting Management To reappoint Rujan Panjwani (DIN 00237366) as Director liable to retire by

rotation


02-Aug-17 Edelweiss Financial Services Limited Annual General Meeting Management To reappoint Price Waterhouse as statutory auditors for a period of five years For For Re-appointment compliant with law. No major concern identified.

02-Aug-17 Edelweiss Financial Services Limited Annual General Meeting Management To reappoint Rashesh Shah (DIN 00008322) as MD & CEO for a period of 5 years

from 1 April 2017 and to fix his remuneration.


02-Aug-17 Edelweiss Financial Services Limited Annual General Meeting Management To reappoint Venkatchalam Ramaswamy (DIN 00008509) as Executive Director

for a period of 5 years from 1 April 2017 and to fix his remuneration


02-Aug-17 Edelweiss Financial Services Limited Annual General Meeting Management To reappoint P. N. Venkatachalam (DIN 00499442) as Independent Director for

five years till the AGM in the year 2022.


02-Aug-17 Edelweiss Financial Services Limited Annual General Meeting Management To reappoint Berjis Desai (DIN 00153675) as Independent Director for five years

till the AGM in the year 2022.


02-Aug-17 Edelweiss Financial Services Limited Annual General Meeting Management To reappoint Sanjiv Misra (DIN 03511635) as Independent Director for five

years till the AGM in the year 2022.


02-Aug-17 Edelweiss Financial Services Limited Annual General Meeting Management To reappoint Navtej S. Nandra (DIN 02282617) as Independent Director for five

years till the AGM in the year 2022.


02-Aug-17 Edelweiss Financial Services Limited Annual General Meeting Management To reappoint Kunnasagaran Chinniah (DIN 01590108) as Independent Director

for five years till the AGM in the year 2022.

For For Good candidature

02-Aug-17 Emami Limited Annual General Meeting Management To receive, consider and adopt the Audited Balance Sheet as at March 31, 2017,

the Profit & Loss Account of the Company for the year ended on that date and

the Reports of the Board of Directors and Auditors thereon


02-Aug-17 Emami Limited Annual General Meeting Management Decleration of dividend For For Good policy to declare dividend

02-Aug-17 Emami Limited Annual General Meeting Management Appointment of a Director in place of of Shri. R. S. Goenka (DIN 00152880), who

retires by rotation

For For Associated with the Company more than 2 decades . No concern has been identified regarding profile,

performance, remuneration and time commitments

02-Aug-17 Emami Limited Annual General Meeting Management Appointment of a Director in place of Shri Mohan Goenka (DIN 00150034), who

retires by rotation

For For Mohan Goenka is part of the promoter group and an executive director of the company. He handles the sales

and investor relations Functions in the company. No variable pay is concern.But past pay in line with Industry. No

concern has been identified regarding profile, performance, remuneration and time commitments





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




02-Aug-17 Emami Limited Annual General Meeting Management Appointment of a Director in place of Shri S.K. Goenka (DIN 00149916), who

retires by rotation

For For Associated with the Company more than 2 decades No concern has been identified regarding profile,

performance, remuneration and time commitments

02-Aug-17 Emami Limited Annual General Meeting Management Appointment of M/s. S. R.Batliboi & Co. LLP, Chartered Accountants , as

Statutory Auditors

For For Ideally every five years it should change but companies act has given a window of three year so we are approving

this. Ratification Compliant with law

02-Aug-17 Emami Limited Annual General Meeting Management Approval to reappointment of Shri K. N. Memani ( DIN 00020696), as an


For Abstain Former Chairman and Country Managing Partner of Ernst and Young. He attended 60% meetings last year and

has been updated of all meetings. More than ten years with the company.

02-Aug-17 Emami Limited Annual General Meeting Management Approval to reappointment of Shri Y. P. Trivedi (DIN 00001879), as an


For For Advocate, Supreme Court and was also a Rajya Sabha member of the Parliament

02-Aug-17 Emami Limited Annual General Meeting Management Approval to reappointment of Shri S. B. Ganguly (DIN 01838353) ,as an

Independent Director of the Company

For For Former Chairman of Exide Industries Ltd .Attended 60% board meetings and has been updated of all meetings.

Though more than 10 years with this appointment.

02-Aug-17 Emami Limited Annual General Meeting Management Approval to reappointment of Shri A. K. Deb (DIN 02107792),as an Independent


For For Former Chief Secretary, Government of West Bengal Though more than 10 years with this appointment. Has

been regular to meetings.

02-Aug-17 Emami Limited Annual General Meeting Management Approval to reappointment of Shri P. K. Khaitan (DIN 00004821),as an


For For Senior Partner of Khaitan & Co. Has been regular to meetings.

02-Aug-17 Emami Limited Annual General Meeting Management Approval to reappointment of Shri M. D. Mallya (DIN 01804955 ) as an


For For Ex-Chairman and Managing Director of Bank of Baroda Has been regular to meetings.

02-Aug-17 Emami Limited Annual General Meeting Shareholder Approval to appointment of Shri C.K Dhanuka (DIN 00005684),as an


For For Former Chairman of FICCI . Will add value to the company.

02-Aug-17 Emami Limited Annual General Meeting Management Approval to reappointment of Shri R. S. Agarwal (DIN 00152996) as an Executive

Chairman of the Company.

For For No concern has been identified regarding profile, performance, remuneration and time commitments

02-Aug-17 Emami Limited Annual General Meeting Management Approval to reappointment of Shri R. S. Goenka (DIN 00152880) as a Wholetime


For For No concern has been identified regarding profile, performance, remuneration and time commitments

02-Aug-17 Emami Limited Annual General Meeting Management Approval to revision of remuneration of Smt Priti A Sureka, Wholetime Director

w.e.f. 1st February 2017

For For The remuneration paid to Ms. Surekha is not high as compared to size and performance of the Company

02-Aug-17 Emami Limited Annual General Meeting Management Approval to revision of remuneration of Shri Prashant Goenka, Wholetime

Director w.e.f. 1st February 2017

For For Further, the remuneration paid to Mr. Prashant Goenka is not high as compared to size and performance of the

Company

02-Aug-17 Emami Limited Annual General Meeting Management Ratification of remuneration of Cost Auditors For For In line with industry practices.Ratification of remuneration of cost Auditors compliant with law

02-Aug-17 Gateway Distriparks Ltd Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For This is a standard resolution.

02-Aug-17 Gateway Distriparks Ltd Annual General Meeting Management To confirm interim dividends aggregating Rs.7.0 per share of face value Rs.10.0 For For The total dividend outflow including dividend tax for FY17 is Rs.0.9 bn. The dividend payout ratio is 177.2%.

02-Aug-17 Gateway Distriparks Ltd Annual General Meeting Management Appoint S.R. Batliboi & Co. LLP as statutory auditors for a period of five years


For For S.R. Batliboi & Co. LLP’s appointment is in line with Voting Policy on Auditor Appointment and with the


02-Aug-17 Gateway Distriparks Ltd Annual General Meeting Management Reappoint Ms. Mamta Gupta (DIN: 00160916) as a Non-Executive Non-


For For Ms. Mamta Gupta is a partner in the family business firm - Newsprint Trading and Sales Corporation and is

involved in its business development. She is liable to retire by rotation and her reappointment is in line with all


02-Aug-17 Gateway Distriparks Ltd Annual General Meeting Management Redesignate Ishaan Gupta (DIN: 05298583) as Joint Managing Director for five

years from 8 February 2017 and fix his remuneration

For Abstain Ishaan Gupta is the son of Prem Kishan Gupta, the promoter and CMD of the company. At the age of 28, he does

not have the requisite experience to be a board member of a listed company. The company has proposed to

redesignate him as Joint Managing Director for five years from 8 February 2017 and fix his remuneration by

payment of commission upto 5% of PAT (Rs.37.1 mn as per consolidated FY17 PAT). He was a Non-Executive

Director of the company. The proposed remuneration is commensurate neither with his qualifications nor his

experience.

02-Aug-17 Gateway Distriparks Ltd Annual General Meeting Management Reappoint Prem Kishan Gupta as CMD (DIN: 00011670) for five years from 20

July 2017 and fix his remuneration

For For The reappointment of Prem Kishan Gupta as CMD is in line with the statutory requirements. In FY17, the ratio of

remuneration (Rs.17.9 mn) to median remuneration was 66x. The company has not paid more than 3% of

consolidated PAT in the past. We expect the company to remain judicious in the future as well. The company has

not provided a cap in absolute terms to the commission payable.

02-Aug-17 Gateway Distriparks Ltd Annual General Meeting Management Fix commission for non-executive directors at an amount not exceeding 1% of

net profits from 1 April 2017

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.

02-Aug-17 Thomas Cook (India) Ltd Annual General Meeting Management a. Adoption of standalone financial statements for the year ended 31 March

2017


2017


02-Aug-17 Thomas Cook (India) Ltd Annual General Meeting Management To declare final dividend For For Dividend for shareholders

02-Aug-17 Thomas Cook (India) Ltd Annual General Meeting Management Reappoint Harsha Raghavan (DIN: 01761512) as a Non-Executive Non-



02-Aug-17 Thomas Cook (India) Ltd Annual General Meeting Management Appoint B S R & Co. LLP as statutory auditors for a period of five years and fix

their remuneration


02-Aug-17 Thomas Cook (India) Ltd Annual General Meeting Management Fix commission for non-executive directors at an amount exceeding 1% of net

profits (Rs.6 mn) for FY17


02-Aug-17 Thomas Cook (India) Ltd Annual General Meeting Management To approve waiver of recovery of the excess remuneration of Rs.33.0 mn to

Madhavan Menon, CMD (DIN: 00008542) for the period from 12 September

2016 to 31 March 2017


02-Aug-17 Thomas Cook (India) Ltd Annual General Meeting Management Approve payment of remuneration to Madhavan Menon from 1 April 2017 to

31 August 2019 upto Rs.56.0 mn per annum which will be minimum

remuneration


02-Aug-17 Vst Industries Limited Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For Abstain Board best suited

02-Aug-17 Vst Industries Limited Annual General Meeting Management Declare dividend on equity share For For Good policy to give dividend to shareholder

02-Aug-17 Vst Industries Limited Annual General Meeting Management Re-appointment of Mr. Ramakrishna V. Addanki who retires by rotation For For No concern has been identified regarding the profile. Over 20 years of experience in the tobacco industry.

Associated more than 18 years with British American Tobacco Group in different countries with experiences in

finance and general management.

02-Aug-17 Vst Industries Limited Annual General Meeting Management Appointment of BSR & Associates as statutory auditors for five years For For Appointment in line with the policy





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




02-Aug-17 Wockhardt Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017


02-Aug-17 Wockhardt Annual General Meeting Management To declare dividend on preference shares at the rate of 0.01%, aggregating to

Rs. 0.4 mn


02-Aug-17 Wockhardt Annual General Meeting Management Confirm interim dividend of Rs.10.0 per equity share (face value of Rs.5.0) For For Routine Resolution

02-Aug-17 Wockhardt Annual General Meeting Management Reappoint Dr. Murtaza Khorakiwala (DIN: 00102650) as Director retiring by

rotation

For For Reappointment is in-line with Companies Act, 2013

02-Aug-17 Wockhardt Annual General Meeting Management Ratify reappointment of Haribhakti & Co. LLP as statutory auditors for one year


For For Reappointment is in line with Companies Act 2013

02-Aug-17 Wockhardt Annual General Meeting Shareholder Appoint Vinesh Kumar Jairath as an Independent Director for a period of five

years until 9 November 2021

For For Appointment is in-line with Companies Act, 2013

02-Aug-17 Wockhardt Annual General Meeting Management Ratify remuneration of Rs. 335,000 payable to M/s Kirit Mehta & Co. as cost

auditors for FY18

For For Remuneration is in line with scope of work and scale of company’s operations

02-Aug-17 Wockhardt Annual General Meeting Management Approve issuance of Non-Convertible Debentures of up to Rs.12 bn For For The proposed NCD issuance will not exceed the borrowing limits of the company

02-Aug-17 Pnb Housing Finance Limited Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Unqualified accounts. Compliant with the Law.Unqualified accounts. Compliant with the Law.

02-Aug-17 Pnb Housing Finance Limited Annual General Meeting Management Approve dividend of Rs.6.0 per share of face value Rs.10.0 each For For No concern has been identified. Company has sufficient funds/ability to pay the dividend.

02-Aug-17 Pnb Housing Finance Limited Annual General Meeting Management Reappoint Sunil Kaul as a Director For For He retires by rotation and his reappointment is in line with the statutory requirements.

02-Aug-17 Pnb Housing Finance Limited Annual General Meeting Management Reappoint B. R. Maheswari & Co. LLP as statutory auditors for FY18 For For The reappointment is in line with the statutory requirements.

02-Aug-17 Pnb Housing Finance Limited Annual General Meeting Shareholder Appoint Sunil Mehta as a Director For For Sunil Mehta (DIN: 07430460) is the Managing Director and CEO of PNB (promoter). His appointment is in line


02-Aug-17 Pnb Housing Finance Limited Annual General Meeting Management Appoint Ashwani Kumar Gupta as an Independent Director for a period of five

years w.e.f 12 May 2017

For For Ashwani Kumar Gupta (DIN: 00108678) is a chartered accountant. His appointment is in line with the statutory

requirements.

02-Aug-17 Pnb Housing Finance Limited Annual General Meeting Management Appoint Ms. Shubhalakshmi Panse as an Independent Director for a period of

five years w.e.f 7 July 2017

For For Ms. Shubhalakshmi Panse (DIN: 02599310) is the former CMD of Allahabad Bank. Her appointment is in line with


02-Aug-17 Pnb Housing Finance Limited Annual General Meeting Management Increase borrowing limit to Rs.800 bn from Rs.700 bn and authorize board to

create charges on assets to secure the borrowings

For For The capital adequacy ratio as on 31 March 2017 is 21.6% against a minimum 12% as required by regulatory

norms.Debt levels in an NBFC are typically reined in by the regulatory requirement of maintaining aslated

minimum capital adequacy ratio.

02-Aug-17 Pnb Housing Finance Limited Annual General Meeting Management Approve relevant clauses in the Articles of Association (AoA) which gives board

nomination rights to shareholders

For For The rights will waive off if the shareholding falls below the prescribed thresholds. The clauses, which are in line

with market practices, will not significantly alter the current board composition.

02-Aug-17 Pnb Housing Finance Limited Annual General Meeting Management Ratify PNB Housing Finance Ltd ESOP Scheme 2016 (ESOP 2016) For For The ESOP 2016 was approved prior to the company’s Initial Public Offering (IPO) and, as per regulatory

requirements, needs to be ratified. Out of the total pool of 4.19 mn options, 0.38 mn options are yet to be

granted. The exercise price will be equivalent to the fair market value as on date of grant; consequently, there

will be limited impact on the P&L.

02-Aug-17 Pnb Housing Finance Limited Annual General Meeting Management Insert new clause in the Articles of Association (AoA) for consolidation of

International Securities Identification Number (ISIN) numbers for securities

For For In order to comply with the new rules and to consolidate its ISINs, the company requires an enabling provision in

the existing AoA. The new clause will enable the board to consolidate NCDs issued under different ISINs into one

or more ISINs.

02-Aug-17 Lupin Ltd Annual General Meeting Management Adoption of standalone financial statements for the year ended 31 March 2017 For For Company has provided annual report in time for a detailed analysis of the previous year

02-Aug-17 Lupin Ltd Annual General Meeting Management Adoption of consolidated financial statements for the year ended 31 March

2017

For For Company has provided annual report in time for a detailed analysis of the previous year

02-Aug-17 Lupin Ltd Annual General Meeting Management To declare a final dividend of Rs.7.50 per equity share For For Routine Resolution

02-Aug-17 Lupin Ltd Annual General Meeting Management Reappoint Dr. Kamal K. Sharma (DIN: 00209430) as Director retiring by rotation For For Appointment is in line with statutory requirements

02-Aug-17 Lupin Ltd Annual General Meeting Management Ratify reappoint BSR & Co. LLP as statutory auditors for one year and fix their

remuneration

For For Reappointment is in line with statutory requirements

02-Aug-17 Lupin Ltd Annual General Meeting Management Ratify remuneration of Rs. 600,000 payable to S.D. Shenoy as cost auditor for

FY18

For For Payment to Cost Auditors is commensurate to the size of the company

02-Aug-17 Lupin Ltd Annual General Meeting Management To increase the intercorporate transaction limit to Rs.50.0 bn over and above

the aggregate of free reserves and securities premium account

For For Increased inter corporate transaction limit will provide headroom for further loans and investments necessary

for the growth of the company

03-Aug-17 Cummins India Ltd Annual General Meeting Management Adoption of the audited standalone financial statement of the Company for the

Financial Year ended March 31, 2017, the reports of the Board of Directors and

Auditors thereon.


03-Aug-17 Cummins India Ltd Annual General Meeting Management Adoption of consolidated financial statements for the year ended 31 March

2016


03-Aug-17 Cummins India Ltd Annual General Meeting Management Approval of Final Dividend for the Financial Year ended March 31, 2017 and to

ratify the Interim Dividend declared by the Board of Directors.


03-Aug-17 Cummins India Ltd Annual General Meeting Management Appointment of a director in place of Ms. Suzanne Wells (DIN: 06954891), who

retires by rotation and being eligible, seeks re-appointment.


03-Aug-17 Cummins India Ltd Annual General Meeting Management Ratification of appointment of Auditors to hold office from the conclusion of

this Annual General Meeting till the conclusion of Company next Annual

General Meeting.


03-Aug-17 Cummins India Ltd Annual General Meeting Shareholder Appointment of Mr. Norbert Nusterer as a Director For For Good Candidature

03-Aug-17 Cummins India Ltd Annual General Meeting Management Ratification of remuneration payable to the Cost Auditors of the Company for

the Financial Year 2017-18


03-Aug-17 Cummins India Ltd Annual General Meeting Management Approval on material related party transaction with Cummins Limited, UK For For In course of business practice

03-Aug-17 Cummins India Ltd Annual General Meeting Management Approval on material related party transaction with Tata Cummins Private

Limited.






Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




03-Aug-17 Cummins India Ltd Annual General Meeting Management Payment of commission to Independent Non-Executive Directors of the

Company


03-Aug-17 Greaves Cotton Ltd. Annual General Meeting Management Adoption of standalone & consolidated financial statements for the year ended

31 March 2017


03-Aug-17 Greaves Cotton Ltd. Annual General Meeting Management Declare final dividend of Rs. 1.5/- per equity share (face value Rs. 2.0) for FY17 For For Good practice to share profits with share holders

03-Aug-17 Greaves Cotton Ltd. Annual General Meeting Management Reappoint Karan Thapar (DIN: 00004264) as a Non-Executive Non-Independent

Director


03-Aug-17 Greaves Cotton Ltd. Annual General Meeting Management Ratify appointment of Deloitte Haskins & Sells LLP as statutory auditors for FY18


For For Their reappointment is in line with all the statutory requirements

03-Aug-17 Greaves Cotton Ltd. Annual General Meeting Management Reappoint Wrigley Partington, London, UK as branch auditors for FY18 For For Their reappointment is in line with all the statutory requirements

03-Aug-17 Greaves Cotton Ltd. Annual General Meeting Management Appoint Ms. Sree Patel (DIN: 03554790) as an Independent Director for three

years, w.e.f. 14 February 2017

For For His appointment is in line with all the statutory requirements

03-Aug-17 Greaves Cotton Ltd. Annual General Meeting Management Appoint Nagesh Basavanhalli (DIN: 01886313) as an Executive Director For For His appointment is in line with all the statutory requirements

03-Aug-17 Greaves Cotton Ltd. Annual General Meeting Management Appoint Basavanhalli (DIN: 01886313) as the Managing Director & CEO for

three years, w.e.f. 27 September 2016

For For Nagesh Basavanhalli, 51, has over 20 years of experience of working with multiple OEMs like ATG Group and

FIAT Chrysler. He received a remuneration of Rs. 17.5 mn from 27 September 2016 to 31 March 2017. The

proposed remuneration of Rs. 38.0 mn for FY18 is in line with peers and is commensurate with the size and


03-Aug-17 Greaves Cotton Ltd. Annual General Meeting Management Fix commission to Non-Executive Directors for an amount not exceeding 1% of

net profits for five years, w.e.f. 1 April 2017

For For The company proposes to pay commission of upto 1% of net profits, to its executive directors. As the company

grows in size, it must consider setting a cap in absolute terms on the commission payable.

03-Aug-17 Greaves Cotton Ltd. Annual General Meeting Management Approve remuneration of Rs. 0.7 mn for Dhananjay V. Joshi & Associates as cost

auditors for FY18


03-Aug-17 Hsil Limited Annual General Meeting Management Adoption of consolidated financial statements for the year ended 31 March

2017


03-Aug-17 Hsil Limited Annual General Meeting Management Declare dividend For For Good policy to pay divided to shareholders

03-Aug-17 Hsil Limited Annual General Meeting Management To appoint a Director in place of Mr. Girdhari Lal Sultania who retires by

rotation and, being eligible, offers himself for re-appointment

For For Mr. G. L. Sultania has attended all the Board and Committee meetings held during the financial year, and has

attended all the AGM held in last three financial years.

03-Aug-17 Hsil Limited Annual General Meeting Management To appoint M/s Lodha & Co as Statutory Auditors of the Company and to fix

their remuneration

For For No concern has been identified regarding the appointment of M/s Lodha & Co. LLP, as Statutory Auditors of the

Company for a period of 5 years.

03-Aug-17 Hsil Limited Annual General Meeting Management Reappoint Rajendra Kumar Somany as Chairperson and Managing Director For For Chairperson and Managing Director. Absolute cap in the salary and he is the driving face behind the company.

03-Aug-17 Hsil Limited Annual General Meeting Management Authorization to enter into Consultancy Contract with M/s G. L. Sultania & Co.,

Proprietor Mr. Girdhari Lal Sultania, Non-Executive Director

For For Considering the profile and expertise of Mr. G. L. Sultania, and the size and performance of the Company, the

proposed consultancy fees appears to be reasonable.

03-Aug-17 Icra Ltd. Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Unqualified accounts. Compliant with the Law.

03-Aug-17 Icra Ltd. Annual General Meeting Management Approve dividend of Rs.27 per share of face value Rs.10.0 each For For No concern has been identified. Company has sufficient funds/ability to pay the dividend.

03-Aug-17 Icra Ltd. Annual General Meeting Management Reappoint Simon Richard Hastilow as a Director For For Re-appointment compliant with law. No major concern identified.

03-Aug-17 Icra Ltd. Annual General Meeting Management Ratify appointment of BSR & Co. LLP as statutory auditors for FY18 For For BSR & Co. LLP was appointed as the statutory auditors in the 2015 AGM for five years. The ratification of their


03-Aug-17 Icra Ltd. Annual General Meeting Management Approve one-time special bonus of Rs.2 mn for Naresh Takkar, MD & Group

CEO for FY17.

For For The bonus is being paid on account of improved performance in the ratings and research division, which

contributes more than 70% of the consolidated revenues. The overall remuneration is in line with peers and

commensurate with the size and scale of operations.

03-Aug-17 Titan Industries Ltd. Annual General Meeting Management Adoption of Audited Financial Statements and Audited Consolidated Financial

Statements of accounts

For Abstain Board Best suited

03-Aug-17 Titan Industries Ltd. Annual General Meeting Management Deceleration of dividend For For Good policy to pay divided to shareholders

03-Aug-17 Titan Industries Ltd. Annual General Meeting Management Re-appointment of Mr Harish Bhat, as a director liable to retire by rotation For For Overall business management including functional expertise in sales, marketing and corporate management.

Regular to all meetings

03-Aug-17 Titan Industries Ltd. Annual General Meeting Management Appointment of BSR & Co., LLP, as Statutory Auditors of the Company For For No concern has been identified w.r.t. to the independence of the Statutory Auditors

03-Aug-17 Titan Industries Ltd. Annual General Meeting Shareholder Appointment of Mr. Atulya Misra as a Director For For Managing Director, Tamilnadu Industrial Development Corporation Limited , Close to 3 decades of wide

experience in Public Administration, Management of regulatory bodies and heading large infrastructure and

commercial organisations. Will add value.

03-Aug-17 Titan Industries Ltd. Annual General Meeting Management Appointment of Branch Auditors For For It may be necessary to appoint branch auditors for carrying out the audit of the accounts of such branches.

03-Aug-17 Colgate Palmolive (India) Ltd Annual General Meeting Management Adoption of accounts For Abstain Board Best suited

03-Aug-17 Colgate Palmolive (India) Ltd Annual General Meeting Management Appointment of Statutory Auditors For For Company has proposed to appoint new statutory auditors for a period of 5 years commencing from the

conclusion of 76th AGM till the conclusion of the 81st AGM. No concern has been identified regarding the

appointment

03-Aug-17 Colgate Palmolive (India) Ltd Annual General Meeting Shareholder Appointment of Mr. Jacob Sebastian Madukkakuzy as Director of the Company For For Whole-time Director and CFO of Colgate -Palmolive (India) Ltd. Mr. Jacob Sebastian Madukkakuzy joined the

Company in 1995 and progressed to higher positions in the Organisation. No concern is identified regarding the

profile and time commitments

03-Aug-17 Colgate Palmolive (India) Ltd Annual General Meeting Management Appointment of Mr. Jacob Sebastian Madukkakuzy as Whole-time Director &

Chief Financial Officer of the Company

For For Same as above. Salary in line with other companies.

03-Aug-17 Colgate Palmolive (India) Ltd Annual General Meeting Shareholder Appointment of Mr. Chandrasekar Meenakshi Sundaram as a Director of the

Company

For For Whole-time Director of Colgate -Palmolive (India) Ltd. He joined the Company in 1989 in the sales function and

progressed to higher positions in the Organisation

03-Aug-17 Colgate Palmolive (India) Ltd Annual General Meeting Management Appointment of Mr. Chandrasekar Meenakshi Sundaram as a Whole-time

Director of the Company.

For For Same as above. Salary in line with other companies

03-Aug-17 Colgate Palmolive (India) Ltd Annual General Meeting Management Payment of commission to Non-Executive Independent Directors of the

Company

For For No concern is identified as the Company has made adequate disclosures regarding payment of commission and

has also put a cap of an amount not exceeding Rs. 10 lacs per annum to each





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




03-Aug-17 Colgate Palmolive (India) Ltd Annual General Meeting Management Keeping and maintaining of the Registers of Members, Indices of Members,

copies of all Annual Returns prepared by the Company under Section 88(1) of

the Act together with copies of Certificates and Documents required to be

annexed thereto and other related books at the office of the new Registrars &

Share Transfer Agents (R&T Agents).

For For No concern has been identified with respect to the change in place of keeping the registers and provisions

relating to inspection of documents

03-Aug-17 Narayana Hrudayalaya Limited Annual General Meeting Management Adoption of standalone financial statements for the year ended 31 March 2017 For For Routine Resolution

03-Aug-17 Narayana Hrudayalaya Limited Annual General Meeting Management Adoption of consolidated financial statements for the year ended 31 March

2017


03-Aug-17 Narayana Hrudayalaya Limited Annual General Meeting Management Adoption of auditor’s report and report of board of directors for the year ended

31 March 2017


03-Aug-17 Narayana Hrudayalaya Limited Annual General Meeting Management Reappoint Ms. Kiran Mazumdar Shaw (DIN: 00347229) as Non-Executive Non-


For For Reappointment is in line with statutory requirements

03-Aug-17 Narayana Hrudayalaya Limited Annual General Meeting Management Appoint Deloitte Haskins and Sells LLP as statutory auditors for a period of five


For For Appointment is in line with requirements of Companies Act

03-Aug-17 Narayana Hrudayalaya Limited Annual General Meeting Management Ratify remuneration of Rs. 300,000 payable to PSV & Associates as cost auditors

for FY18

For For Payment to Cost Auditors is commensurate to the size of the company

03-Aug-17 Narayana Hrudayalaya Limited Annual General Meeting Management Revise remuneration of Dr. Devi Prasad Shetty with effect from 1 April 2017 For For Remuneration is in line with other peers in the industry

03-Aug-17 Narayana Hrudayalaya Limited Annual General Meeting Management Revise remuneration of Dr. Ashutosh Raghuvanshi with effect from 1 April 2017 For For Remuneration is in line with other peers in the industry

03-Aug-17 Narayana Hrudayalaya Limited Annual General Meeting Management Revise remuneration of Viren Prasad Shetty with effect from 1 April 2017 For For Remuneration is in line with other peers in the industry

03-Aug-17 Narayana Hrudayalaya Limited Annual General Meeting Management To approve payment of commission to non-executive directors upto 1% of the

net profits with effect from 1 April 2015

For For Commission to be paid to non-executive directors is line with requirements of Companies Act

03-Aug-17 Narayana Hrudayalaya Limited Annual General Meeting Management Appoint Varun Prasad Shetty as a consultant in cardiac surgery with effect from

1 April 2017 to a place of profit and fix his remuneration

For For Varun is a PG Cardiac Surgeon with 6 years of DNB Specilization and remuneration is line with other peers in the

industry

03-Aug-17 Narayana Hrudayalaya Limited Annual General Meeting Management Amendment to certain clauses of the Articles of Association For For Amendment is in line with Companies (Amendment) Act 2015 to improve operational and administrative

compliance

03-Aug-17 Narayana Hrudayalaya Limited Annual General Meeting Management Approve merger of NewRise Healthcare Private Limited (NewRise), wholly

owned subsidiary, with Narayana Hrudayalaya Limited (NHL)

For For Merger would help in better operational and economic synergies

04-Aug-17 Mrf Ltd Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017


04-Aug-17 Mrf Ltd Annual General Meeting Management Declare final dividend of Rs.54 per equity share of face value of Rs.10 each For For Good practice to distribute part of profits to shareholders; income for the fund.

04-Aug-17 Mrf Ltd Annual General Meeting Management Reappoint Dr. KC Mammen as Non-Executive Non-Independent Director For For His reappointment is in line with all the statutory requirements.

04-Aug-17 Mrf Ltd Annual General Meeting Management Appoint Mahesh, Virender & Sriram as joint statutory auditors for five years


For For Mahesh, Virender & Sriram will jointly audit the financial statements of the company with SCA and Associates. I

expect the company to disclose a profile of the firm and the rationale behind their selection.

04-Aug-17 Mrf Ltd Annual General Meeting Management Ratify SCA and Associates as joint statutory auditors and fix their remuneration For For SCA and Associates were appointed as joint statutory auditors in the 2016 AGM. The ratification is in line with all


04-Aug-17 Mrf Ltd Annual General Meeting Management Modification to Articles of Association to increase the size of the board and

make Wholetime Directors retire by rotation

For Abstain The company has clubbed the modifications to its Articles of Association (AoA) in a single resolution. However,

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

04-Aug-17 Mrf Ltd Annual General Meeting Management Authorize the board to appoint more than 15 directors on board For Abstain The company has clubbed the modifications to its Articles of Association (AoA) in a single resolution. However,

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

04-Aug-17 Mrf Ltd Annual General Meeting Shareholder Appoint Samir Thariyan Mappillai as Director For Abstain After appointing Samir Thariyan Mappillai and Varun Mammen as directors the board size increases to 16

members.

04-Aug-17 Mrf Ltd Annual General Meeting Shareholder Appoint Varun Mammen as Director For Abstain After appointing Samir Thariyan Mappillai and Varun Mammen as directors the board size increases to 16

members.

04-Aug-17 Mrf Ltd Annual General Meeting Management Revise remuneration payable to KM Mammen as Chairperson and Managing

Director with effect from 4 May 2017

For For KM Mammen’s revised annual remuneration is estimated at Rs.218.3 mn. This is in line with peers and

commensurate with the size and complexity of business.

04-Aug-17 Mrf Ltd Annual General Meeting Management Revise remuneration payable to Arun Mammen as Vice-Chairperson and

Managing Director with effect from 4 May 2017

For For Arun Mammen‘s revised annual remuneration is estimated at Rs.201.6 mn. This is in line with peers and

commensurate with the size and complexity of business.

04-Aug-17 Mrf Ltd Annual General Meeting Management Appoint Rahul Mammen Mappillai as Managing Director for a five-year term

with effect from 4 May 2017 and fix his remuneration

For For Rahul Mammen Mappillai was promoted as the Managing Director with effect from 4 May 2017. His revised

annual remuneration is estimated at Rs.174.3 mn. This is in line with peers and commensurate with the size and

complexity of business.

04-Aug-17 Mrf Ltd Annual General Meeting Management Appoint Samir Thariyan Mappillai as Wholetime Director for a five-year term

with effect from 4 August 2017 and fix his remuneration

For Abstain The board size increases to 16 members.

04-Aug-17 Mrf Ltd Annual General Meeting Management Appoint Varun Mammen as Wholetime Director for a five-year term with effect

from 4 August 2017 and fix his remuneration

For Abstain The board size increases to 16 members.

04-Aug-17 Mrf Ltd Annual General Meeting Management Approve remuneration of Rs.644,000 payable to C. Govindan Kutty, cost

auditors for FY18


operations.

04-Aug-17 Mahindra & Mahindra Annual General Meeting Management Adoption of the standalone and consolidated financial statements for the year

ended 31 March 2017


04-Aug-17 Mahindra & Mahindra Annual General Meeting Management Declare final dividend of Rs. 13.0/- per equity share (face value Rs. 5.0) for FY17 For For Good practice to distribute part of profits to shareholders; income for the fund.

04-Aug-17 Mahindra & Mahindra Annual General Meeting Management Reappoint Dr. Pawan Goenka (DIN: 00254502) as an Executive Director For For His appointment is in line with all the statutory requirements.





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




04-Aug-17 Mahindra & Mahindra Annual General Meeting Management Appoint BSR & Co. LLP as statutory auditors for a period of five years and fix

their remuneration

For For BSR & Co. LLP’s appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the


04-Aug-17 Mahindra & Mahindra Annual General Meeting Management Approve remuneration of Rs. 0.75 mn for DC Dave & Co. as cost auditors for

FY18


04-Aug-17 Mahindra & Mahindra Annual General Meeting Shareholder Appoint TN Manoharan (DIN: 01186248) as an Independent Director for five

years, w.e.f. 11 November 2016

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 requirements.

04-Aug-17 Mahindra & Mahindra Annual General Meeting Management Reappoint Anand Mahindra (DIN: 00004695) as the Executive Chairperson for

five years, w.e.f. 12 November 2016

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 AGM for a period of five years. The proposed remuneration is likely to range between

Rs. 85 mn and Rs.110 mn, which is commensurate with the size and complexity of the business, and comparable

to peers.

04-Aug-17 Mahindra & Mahindra Annual General Meeting Management Reappoint Dr. Pawan Goenka (DIN: 00254502) as the Managing Director for

four years, w.e.f. 12 November 2016

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 AGM. The proposed remuneration is likely to range between Rs. 120 mn and Rs.

150 mn (including fair value of ESOPs), which is commensurate with the size and complexity of his

responsibilities, and comparable to peers.

04-Aug-17 Mahindra & Mahindra Annual General Meeting Management Issuance of Non-Convertible Debentures (NCDs) and/or Commercial Paper on a

private placement basis upto Rs. 50.0 bn

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

04-Aug-17 Berger Paints Ltd. Annual General Meeting Management Adoption of accounts For Abstain Board Best suited

04-Aug-17 Berger Paints Ltd. Annual General Meeting Management Declare a dividend of Rs.1.75 per share (FV Re.1.0) For For Good policy to pay divided to shareholders

04-Aug-17 Berger Paints Ltd. Annual General Meeting Management Reappoint Gurbachan Singh Dhingra as a Non-Executive, Non-Independent

Director

For For Gurbachan Singh Dhingra is the promoter Vice Chairperson. He retires by rotation and his reappointment is in

line with all statutory

requirements

04-Aug-17 Berger Paints Ltd. Annual General Meeting Management To appoint SR Batliboi & Co as statutory auditors for six years For For In line with all statutory requirements.

04-Aug-17 Berger Paints Ltd. Annual General Meeting Management Approve commission of upto 1% of net profits for independent directors upto

an aggregate of Rs. 10.0mn.

For For Proposed remuneration in line with statutory requirement and comparison to peers.

04-Aug-17 Berger Paints Ltd. Annual General Meeting Management Ratify remuneration of Rs. 95,000 for N Radhakrishnan & Co and Rs. 75,000 for

Shome and Banarjee, as cost auditors for

FY18

For For In line with industry

04-Aug-17 The Ramco Cements Limited Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017


04-Aug-17 The Ramco Cements Limited Annual General Meeting Management To declare final dividend For For Dividend for shareholders

04-Aug-17 The Ramco Cements Limited Annual General Meeting Management Reappoint PR Venketrama Raja as Non-Executive Non-Independent Director For For In line with statutory requirements

04-Aug-17 The Ramco Cements Limited Annual General Meeting Management Appoint Ramakrishna Raja and Co and SRSV & Associates as statutory auditors

for five years and fix their remuneration


04-Aug-17 The Ramco Cements Limited Annual General Meeting Management Appoint PR Venketrama Raja as Chairperson and Managing Director for five

years with effect from 4 June 2017 and fix his remuneration

For For In line with statutory requirements.

04-Aug-17 The Ramco Cements Limited Annual General Meeting Management Approve private placement of non-convertible debentures of up to Rs.5 bn For For In line with statutory requirements

04-Aug-17 The Ramco Cements Limited Annual General Meeting Management Ratify remuneration of Rs. 400,000 payable to Geeyes & Co as cost auditors for

FY18


04-Aug-17 Ujjivan Financial Services Private

Limited

Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017. For For Unqualified and compliant with accounting standard.


Limited

Annual General Meeting Management To declare dividend of Rs. 0.8 per share of face value Rs. 10 each For For No concern has been identified. Company has sufficient funds/ability to pay the dividend.


Limited

Annual General Meeting Management To appoint Price Waterhouse Chartered Accountants LLP as statutory auditors

for a period of five years



Limited

Annual General Meeting Management To reappoint Amit Gupta (DIN: 02282600) as director liable to retire by

rotation.

For For He retires by rotation and his reappointment is in line with all statutory requirements.


Limited

Annual General Meeting Management To approve the appointment of Sudha Suresh (DIN: 06480567) as MD & CEO for

a period of 3 years from 01 February 2017.

For For The remuneration proposed for Sudha Suresh is commensurate with the size and complexities of the business

and comparable to peers in the industry.


Limited

Annual General Meeting Management To approve reduction in the limit of foreign shareholding from 49% to 47%. For For RBI has advised the Company to submit the special resolution passed the shareholders for the reduction in

foreign shareholding ceiling from 49% to 47%. This is an enabling resolution.

04-Aug-17 Vrl Logistics Ltd Annual General Meeting Management To receive, consider and adopt the Audited Financial Statements as at 31st

March 2017 and the report of the Board of Directors and Auditors thereon

For For This is a standard resolution.

04-Aug-17 Vrl Logistics Ltd Annual General Meeting Management To confirm interim dividend paid as the final dividend on Equity Shares for the

year ended on 31st March 2017.

For For During the Financial year 2016-17, the directors’ have declared an Interim Dividend of . 4.00 per equity share.

The Company has already paid the dividend. Hence, no concern has been identified

04-Aug-17 Vrl Logistics Ltd Annual General Meeting Management Appointment of Dr. Ashok Shettar, who retires by rotation and being eligible,

offers himself for reappointment

For For No concern has been identified regarding the profile, remuneration, attendance performance and re-

appointment of Mr. Ashok Shetter.

04-Aug-17 Vrl Logistics Ltd Annual General Meeting Management To ratify the appointment of Walker, Chandiok & Co, LLP, Mumbai as the

Statutory Auditors of the Company.

For For Company had appointed M/s. Walker Chandiok & Co LLP as Statutory Auditors of the Company at the 32nd

Annual General meeting held on 8th August, 2015 for a term of five years. It is Compliant with law. No major

Governance concern identified.

04-Aug-17 Vrl Logistics Ltd Annual General Meeting Management Re-appointment of Mr. Vijay Sankeshwar as the Chairman and Managing


For Abstain The Company has proposed to appoint Mr. Vijay Sankeshwar as the Chairman and Managing Director of the

Company. This will lead to concentration of power in a single person by being the head of the Board as the

Chairman and head of the management by being the Managing Director

04-Aug-17 Vrl Logistics Ltd Annual General Meeting Management Revision in remuneration of Mr. Anand Sankeshwar, Managing Director. For Abstain The Company has not made adequate disclosures with respect to components of remuneration and has

mentioned that a draft of agreement with him will be available for inspection by the Members at the Registered

Office. Further, Remuneration paid to Mr. Anand Sankeshwar does not have any variable component from past

three years.





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




04-Aug-17 Vrl Logistics Ltd Annual General Meeting Management Appointment of Mr. K N Umesh as a Whole-time Director of the Company. For For The remuneration paid to is not high as compared to size and performance of the Company. Compliant with law.

No major Governance concern observed.

04-Aug-17 Vrl Logistics Ltd Annual General Meeting Shareholder Appointment of Mr. L R Bhat as a Whole-time Director of the Company For For The remuneration paid to is not high as compared to size and performance of the Company. Compliant with law.

No major Governance concern observed.

04-Aug-17 Vrl Logistics Ltd Annual General Meeting Management To consider, approve and ratify the remuneration payable to M/s. S K Tikare &

Co, Cost Accountants for FY 2017-18

For For No concern has been identified regarding the ratification of remuneration of the Cost Auditor.

04-Aug-17 Arvind Limited Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For This is a standard resolution.

04-Aug-17 Arvind Limited Annual General Meeting Management Declare final dividend of Rs. 2.4/- per equity share (face value Rs. 10.0) for FY17 For For Dividend for FY17 is Rs. 2.4/-, which is same as paid in the previous year. The total dividend outflow (including


04-Aug-17 Arvind Limited Annual General Meeting Management Reappoint Jayesh Shah (DIN: 00008349) as an Executive Director For For Jayesh Shah, 57, is currently designated as CFO and has been on the board of Arvind for past 15 years. His

reappointment meets all statutory requirements.

04-Aug-17 Arvind Limited Annual General Meeting Management Appoint Deloitte Haskins & Sells LLP as statutory auditors for a period of five


For For Deloitte Haskins & Sells LLP’s appointment is in line with Voting Guidelines on Auditor (Re)appointments and


04-Aug-17 Arvind Limited Annual General Meeting Management Approve remuneration of Rs. 0.38 mn for Kiran J. Mehta & Co. as cost auditors

for FY18

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

04-Aug-17 Arvind Limited Annual General Meeting Management Reappoint Punit Lalbhai (DIN: 05125502) as an Executive Director for five years


For For Punit Lalbhai, 35, is son of Sanjay Lalbhia, the promoter. He was appointed as the Executive Director in FY12

AGM for five years. He is a graduate in science from University of California and an M.B.A. from INSEAD, France.

His proposed remuneration of Rs. 34.3 mn for FY18 is in line with peers and commensurate with the size and


04-Aug-17 Arvind Limited Annual General Meeting Management Reappoint Kulin Lalbhai (DIN: 05206878) as an Executive Director for five years


For For Kulin Lalbhai, 32, is son of Sanjay Lalbhia, the promoter. He was appointed as the Executive Director in FY12 AGM

for five years. He is a graduate in science from Stanford University and an M.B.A. from Harvard Business School,

USA. His proposed remuneration of Rs. 34.3 mn for FY18 is in line with peers and commensurate with the size

and complexity of the business.

04-Aug-17 Arvind Limited Annual General Meeting Management Issuance of Non-Convertible Debentures (NCDs) on a private placement basis

upto Rs. 5.0 bn

For For The NCDs will be issued within the overall borrowing limit.

04-Aug-17 Rbl Bank Ltd Annual General Meeting Management a. Adoption of standalone financial statements for the year ended 31 March

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

March 2017


04-Aug-17 Rbl Bank Ltd Annual General Meeting Management To declare dividend of Rs. 1.8 per share on equity shares of face value Rs. 10 For For No concern has been identified. Company has sufficient funds/ability to pay the dividend.

04-Aug-17 Rbl Bank Ltd Annual General Meeting Management To reappoint Narayan Ramachandran as Non-Executive Non-Independent

director

For For Narayan Ramachandran is the Chairperson of the bank. His reappointment as director is in line with all statutory

requirements.

04-Aug-17 Rbl Bank Ltd Annual General Meeting Management To reappoint BSR. & Co. LLP as statutory auditors for a period of one year For For BSR & Co. LLP replaced SR Batliboi & Co. LLP as statutory auditors of the bank in the AGM of FY16. They have

been auditing the bank’s accounts for the last one year. Their appointment is in-line with the statutory

requirements.

04-Aug-17 Rbl Bank Ltd Annual General Meeting Management To appoint branch auditors and fix their remuneration for the year ending 31

March 2018

For For The branch auditors will be appointed in consultation with the statutory auditors.

04-Aug-17 Rbl Bank Ltd Annual General Meeting Management To approve payment of commission to non-executive directors (other than the

Chairperson) at 1% of net profits upto a maximum of Rs. 1.0 mn per director

For For The amount of profit based commission payable to Non Executive Directors will be as per the criteria laid down

by the Board.

04-Aug-17 Rbl Bank Ltd Annual General Meeting Management To approve increase in the authorized share capital from Rs 3.0 bn to Rs 7.0 bn For For The existing authorized share capital of the Bank may not be sufficient for further issues.

04-Aug-17 Rbl Bank Ltd Annual General Meeting Management Alteration in the Memorandum of Association on account of increase in

authorized share capital

For For The increase in authorized capital would also require consequential amendments to the existing Clause 5 of the

Memorandum of Association of the Bank. Debt levels in an NBFC are typically reined in by the regulatory

requirement of maintaining a slated minimum capital adequacy ratio.

04-Aug-17 Rbl Bank Ltd Annual General Meeting Management To approve increase in borrowing limits to Rs 150 bn from Rs 100 bn For For RBL Bank’s capital adequacy ratio of 13.7% is higher than RBI’s minimum requirement under BASEL III norms.

Considering the growth in business and operations of the Bank, its present and future requirements, RBL Bank

needs fresh funds.

04-Aug-17 Rbl Bank Ltd Annual General Meeting Management To issue Long Term Bonds/Non-Convertible Debentures aggregating up to Rs.

15 bn on private placement basis

For For The issuance of debt securities on private placement basis will be within the bank’s overall borrowing limit.

04-Aug-17 Rbl Bank Ltd Annual General Meeting Management To revise the remuneration of Vishwavir Ahuja, MD & CEO For For The proposed remuneration is in line with industry peers. Further, it is commensurate with the size and

performance of the business and complexities of his role.

04-Aug-17 Rbl Bank Ltd Annual General Meeting Management To issue equity shares on a preferential basis to Institutional Investors For For The overall dilution will be 8.0% of the post issue capital. The Bank needs capital to maintain its capital adequacy

ratio as it follows through on its expansion plans.

05-Aug-17 Satin Creditcare Network Limited Extraordinary General Meeting Management To raise Rs. 350 mn by issuing 1.23 mn 0.01% Optionally Convertible

Redeemable Preference Shares (OCRPS), on a preferential basis to Capital First

Ltd.

For For This is a strategic investment by Capital First, which will result in it holding 3% equity should it decide to convert

the preference shares to equity. Satin Creditcare, on the other hand, be able to monetize its distribution

channels by providing access to Capital First’s products. The capital infusion is in the long-term interest of the

company.

07-Aug-17 Britannia Industries Ltd Annual General Meeting Management Adoption of accounts For Abstain Board Best suited

07-Aug-17 Britannia Industries Ltd Annual General Meeting Management Declare dividend For For Good policy to pay divided to shareholders

07-Aug-17 Britannia Industries Ltd Annual General Meeting Management Re-appointment of Mr. A.K. Hirjee, as a director liable to retire by rotation For For 43 years of experience in Business Management. No major concern has been identified with respect to the time

commitment and performance of Mr. A K Hirjee

07-Aug-17 Britannia Industries Ltd Annual General Meeting Management Reappointment of BSR & Co LLP as statutory auditors for a period of four years For For The ratification of BSR & Co LLP is in line with our Voting Policy on Auditor Rotation and follows the spirit of

Section 139 of the Companies Act, 2013

07-Aug-17 Britannia Industries Ltd Annual General Meeting Shareholder Appointment of Dr. Ajay Shah, as an Independent Director For For Executive Chairman of the Dry land Farming Commission and Chairman of the Agriculture Universities

Recruitment Board, Government of Maharashtra. No concern has been identified with respect to their

independence, time commitment and performance.

07-Aug-17 Britannia Industries Ltd Annual General Meeting Shareholder Appointment of Dr. Y.S.P Thorat, as an Independent Director For For Wide experience in agriculture, rural finance, rural development, poverty alleviation, agricultural indebtedness,

cooperatives, microfinance and risk mitigation . No concern has been identified with respect to their

independence, time commitment and performance.

07-Aug-17 Amara Raja Batteries Limited Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine resolution

07-Aug-17 Amara Raja Batteries Limited Annual General Meeting Management Declare dividend of Rs. 4.25 per share (Face Value: Re.1) For For Good practice to share profits with share holders





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




07-Aug-17 Amara Raja Batteries Limited Annual General Meeting Management Reappoint Raphael J Shemanski as a Non- Executive, Non-Independent Director For For His appointment is in line with the statutory requirements.

07-Aug-17 Amara Raja Batteries Limited Annual General Meeting Management Ratify Brahmayya & Co. and Deloitte Haskins & Sells LLP as joint statutory

auditors for FY18 at a remuneration of Rs. 7.0 mn

For For Their appointment is in line with the provisions of the Companies Act, 2013 and the amended Clause 49 of Listing

Agreement.

07-Aug-17 Amara Raja Batteries Limited Annual General Meeting Shareholder Appoint Trent Moore Nevill (DIN: 07699463) as a Non- Executive, Non-



07-Aug-17 Amara Raja Batteries Limited Annual General Meeting Management Ratify remuneration of Rs. 350,000 (plus service tax and out of pocket

expenses) for Sagar & Associates, as cost auditors for 2018

For For The board has approved the appointment of Sagar & Associates as cost auditors for the year ending 31 March

2018 on a total remuneration of Rs. 350,000 plus applicable service tax and out of pocket expenses. The total

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

the company’s operations.

07-Aug-17 Amara Raja Batteries Limited Annual General Meeting Management Ratify and approve related party transactions with Mangal Industries Limited,

aggregating Rs. 10.0 bn in each financial year

For For The Company sources quality components needed for the batteries from Mangal Industries Limited (MIL). At the

FY15 AGM shareholders had approved transactions with MIL upto an amount of Rs.6.0 bn in any financial year

commencing from FY16. The cumulative transactions with MIL in FY17 are Rs. 6.5 bn. This is 12.1% of the FY17

consolidated turnover. The company seeks to ratify the additional transaction value of Rs. 0.5 bn for FY17.

Further, the company expects the transactions with MIL to reach Rs. 10.0 bn per business projections. The

company seeks shareholder approval for related party transactions MIL upto an amount of Rs.10.0 bn in any

financial year commencing from FY18. The company has clarified that the pricing of the components are

competitive and are at an arm’s length basis

07-Aug-17 Amara Raja Batteries Limited Annual General Meeting Management Adopt a new set of Articles of Association in keeping with Companies Act 2013 For For With the coming into force of the Companies Act, 2013, several provisions of the existing Articles of Association

(AoA) of the Company require alteration or deletion. Accordingly, the Company has proposed to replace the

entire existing AoA.

07-Aug-17 Somany Ceramics Ltd Postal Ballot Management Shift the registered office from the National Capital Territory (NCT) of Delhi to

the state of West Bengal

For For Somany Ceramics intends to enlarge business operations and explore new markets. To achieve this, the company

believes shifting the registered office to West Bengal is important, as it will allow it to run and administer day to

day operations more economically, and enable better coordination with clients

08-Aug-17 Astral Poly Technik Ltd. Annual General Meeting Management To receive, consider and adopt the Audited Financial Statements and

consolidated Financial Statements as at 31st March 2017 and the report of the

Board of Directors and Auditors thereon


08-Aug-17 Astral Poly Technik Ltd. Annual General Meeting Management Confirm interim dividend of Rs.0.2 per equity share (FV of Re.1.0) For For The total dividend outflow including dividend tax on account of the interim dividend for FY17 is Rs. 28.8 mn.

08-Aug-17 Astral Poly Technik Ltd. Annual General Meeting Management Declare final dividend of Rs.0.3 per equity share (FV of Re.1.0) For For The company has proposed a final dividend of Rs.0.3 per equity share of face value Re.1.0 for the year ended 31

March 2017, in addition to the interim dividend of Rs.0.2 per share. The aggregate dividend outflow including

dividend tax for FY17 is Rs.72.0 mn (including interim and final dividends). The dividend payout ratio is 6.8%.

08-Aug-17 Astral Poly Technik Ltd. Annual General Meeting Management Reappoint Anil Kumar Jani (DIN: 07078868) as a Non-Executive Non-

Independent Director retiring by rotation


08-Aug-17 Astral Poly Technik Ltd. Annual General Meeting Management Appoint S R B C & Co. LLP as statutory auditors for a period of five years and fix

their remuneration

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

08-Aug-17 Astral Poly Technik Ltd. Annual General Meeting Management Reappoint Jagruti S. Engineer (DIN: 00067276) as a Whole-time Director for a

period of three years with effect from 1 May 2017 and fix her remuneration

For For Her reappointment is in line with all statutory requirements. The proposed remuneration of Rs.6.6 mn for FY18,

is in line with peers and commensurate with the size and scale of operations.

08-Aug-17 Astral Poly Technik Ltd. Annual General Meeting Management Approve issuance of Non-Convertible Debentures of up to Rs.2 bn For For The proposed NCD issuance and existing borrowings will not exceed the borrowing limits of the company.

08-Aug-17 Astral Poly Technik Ltd. Annual General Meeting Management Ratify remuneration of Rs. 125,000 payable to V. H. Savalia & Associates as cost

auditors for FY18

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

of operations.

08-Aug-17 Eicher Motors Ltd. Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine Resolution

08-Aug-17 Eicher Motors Ltd. Annual General Meeting Management Declare final dividend of Rs. 100.0/- per equity share (face value Rs. 10.0) for

FY17

For For Good practice to share profits with share holders

08-Aug-17 Eicher Motors Ltd. Annual General Meeting Management Appoint SR Batliboi & Co. LLP as statutory auditors for a period of five years and


For For SR Batliboi & Co. LLP’s appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with


08-Aug-17 Eicher Motors Ltd. Annual General Meeting Management Approve remuneration for Siddhartha Lal, Managing Director for one year,

w.e.f. from 1 May 2017

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 AGM for five years. As per the

Eicher’s remuneration policy, Siddhartha Lal’s salary is revised each year. His proposed remuneration of Rs.

104.6 mn for FY18 is in line with peers and is commensurate with the size and complexity of the business.

08-Aug-17 Eicher Motors Ltd. Annual General Meeting Management Approve remuneration of Rs. 0.2 mn for V Kalyanaraman as cost auditors for

FY18


08-Aug-17 Tata Steel Ltd Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For Abstain Routine proposal

08-Aug-17 Tata Steel Ltd Annual General Meeting Management Declare dividend of Rs.10 per equity share of face value of Rs.10 each For For Dividend for shareholders

08-Aug-17 Tata Steel Ltd Annual General Meeting Management Reappoint Dinesh Kumar Mehrotra as Non-Executive Non-Independent Director For For In line with statutory requirements

08-Aug-17 Tata Steel Ltd Annual General Meeting Management Reappoint Koushik Chatterjee as Director For For In line with statutory requirements

08-Aug-17 Tata Steel Ltd Annual General Meeting Management Appoint Price Waterhouse & Co as statutory auditors for five years and fix their

remuneration


08-Aug-17 Tata Steel Ltd Annual General Meeting Shareholder Appoint N Chandrasekaran as Director For For In line with statutory requirements

08-Aug-17 Tata Steel Ltd Annual General Meeting Shareholder Appoint Dr. Peter (Petrus) Blauwhoff as Independent Director for five years

beginning 7 February 2017


08-Aug-17 Tata Steel Ltd Annual General Meeting Shareholder Appoint Aman Mehta as Independent Director from 29 March 2017 to 21

August 2021


08-Aug-17 Tata Steel Ltd Annual General Meeting Shareholder Appoint Deepak Kapoor as Independent Director for five years beginning 1 April

2017






Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




08-Aug-17 Tata Steel Ltd Annual General Meeting Management Approve remuneration of Rs.1.8 mn payable to Shome & Banerjee, cost

auditors for FY18


08-Aug-17 Tata Steel Ltd Annual General Meeting Management Issue Non-Convertible Debentures upto Rs.100 bn on private placement basis For For In line with statutory requirements

08-Aug-17 Firstsource Solutions Ltd Annual General Meeting Management (a)Adoption of financial statements for the year ended 31 March 2017

(b)Adoption of consolidated financial statements for the year ended 31 March

2017


08-Aug-17 Firstsource Solutions Ltd Annual General Meeting Management Reappoint Pradip Kumar Khaitan (DIN: 00004821) as a Non-Executive Non-


For For Pradip Kumar Khaitan, 76, is a Senior Partner of Khaitan & Co. He represents Spen Liq Private Limited, the

promoter of the company. He is liable to retire by rotation and his reappointment is in line with all statutory

requirements.

08-Aug-17 Firstsource Solutions Ltd Annual General Meeting Management Appoint Deloitte Haskins & Sells LLP as statutory auditors for a period of five


For For Deloitte Haskins & Sells LLP will replace B S R & Co. LLP as statutory auditors. Their appointment is in line with

our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies

Act 2013

08-Aug-17 Johnson Controls-Hitachi Air

Conditioning India Limited




Annual General Meeting Management Declare dividend For For Good policy to pay divided to shareholders



Annual General Meeting Management Re-appoint Mr. Vijay Chauhan as Director who retires by rotation For For Executive director Johnson Controls; no concern identified in remuneration; attendance and time commitment.



Annual General Meeting Management Appointment of Auditors For For No concern has been identified in this regard



Annual General Meeting Management Appointment of Cost Auditors For For No concern has been identified in this regard



Annual General Meeting Management Re-appoint Mr. Indira Parikh as Director who retires by rotation For For Founder president of flame university. No concern identified for independence ; commitment and attendance



Annual General Meeting Management Appointment of Mr. Gurmeet Singh as Managing Director For For Associated with company for 14 years. no concern identified in remuneration; attendance and time commitment



Annual General Meeting Management Maintenance of register of members For For No concern is identified with respect to change in place of keeping the register.

08-Aug-17 Sundram Fasteners Ltd Postal Ballot Shareholder Appoint Preethi Krishna (DIN: 02037253) as a Non-Executive Non-Independent

Director

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

requirements.

09-Aug-17 Tata Chemicals Ltd Annual General Meeting Management a. Adoption of standalone financial statements for the year ended 31 March

2017


2017


09-Aug-17 Tata Chemicals Ltd Annual General Meeting Management To declare final dividend of Rs.11.0 per share of face value Rs.10.0 For For The total dividend outflow including dividend tax for FY17 is Rs.3.4 bn. The dividend payout ratio for FY17 is

48.7%.

09-Aug-17 Tata Chemicals Ltd Annual General Meeting Management Appoint S Padmanabhan (DIN - 00306299) as Non-Executive Non-Independent

Director

For For S Padmanabhan is Executive Chairperson of Tata Business Excellence Group and Head Group HR of Tata Sons. He

is liable to retire by rotation and his appointment is in line with all statutory requirements.

09-Aug-17 Tata Chemicals Ltd Annual General Meeting Management Appoint B S R & Co LLP as statutory auditors for a period of five years and fix

their remuneration

For For B S R & Co LLP’s appointment is in line with our Voting Policy on Auditor Appointment and with the requirements


09-Aug-17 Tata Chemicals Ltd Annual General Meeting Management Approve remuneration of Rs.0.9 mn for D.C. Dave & Co and Rs.0.12 for

Ramanath Iyer & Co as cost auditors for FY18


09-Aug-17 Century Textiles And Industries Ltd Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For Abstain Routine proposal

09-Aug-17 Century Textiles And Industries Ltd Annual General Meeting Management Approve final dividend of Rs.5.50 per equity share of face value Rs.10 each For For Dividend for shareholders

09-Aug-17 Century Textiles And Industries Ltd Annual General Meeting Management Reappoint Ms. Rajashree Birla as Non-Executive Non-Independent Director For For In line with statutory requirements

09-Aug-17 Century Textiles And Industries Ltd Annual General Meeting Management Ratify SRBC & Co as statutory auditors and fix their remuneration at Rs.13 mn

(excluding applicable taxes) for FY18


09-Aug-17 Century Textiles And Industries Ltd Annual General Meeting Management Approve private placement of Non-Convertible Debentures within the overall

borrowing limit of the company


09-Aug-17 Century Textiles And Industries Ltd Annual General Meeting Management Approve remuneration of Rs. 548,000 payable to Nanabhoy and Co and M R

Dhudhani & Co, cost auditors for FY18


09-Aug-17 Century Textiles And Industries Ltd Annual General Meeting Management Pay upto 1% of net profit as commission to Non-Executive directors for five

years beginning 1 April 2017


09-Aug-17 Century Textiles And Industries Ltd Annual General Meeting Management Reclassify Ramavatar Makharia, Ravi Makharia and Ms. Laxmi Devi Makharia as

public shareholders


09-Aug-17 Glaxosmithkline Consumer Healthcare

Ltd



Ltd

Annual General Meeting Management Declare dividend of Rs.70 per equity share (face value of Rs.10.0 each) For For Good policy to pay divided to shareholders


Ltd

Annual General Meeting Management Appoint Deloitte Haskins & Sells LLP as statutory auditors for two years and fix

their remuneration

For Abstain Deloitte Haskins & Sells LLP’s appointment is in line with our Voting Guidelines on Auditor (Re)appointments and






Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)





Ltd

Annual General Meeting Management Appoint Anup Dhingra (DIN: 07602670) as an Executive Director for a period of

three years with effect from 1 September 2016 and fix his remuneration

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 2016. He was paid remuneration of Rs.29.4 mn for his term in FY17 (43x the

median employee remuneration). His proposed annual remuneration is estimated at Rs.59.2 mn. Anup Dhingra is

a professional and his proposed remuneration is commensurate with the size and complexity of his

responsibilities, and comparable to peers. As a good practice, companies must cap the absolute amount of

performance incentive

09-Aug-17 Honeywell Automation India Ltd. Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For Abstain Routine proposal

09-Aug-17 Honeywell Automation India Ltd. Annual General Meeting Management To declare final dividend of Rs.10.0 per share of face value Rs.10.0 For For Dividend for shareholders

09-Aug-17 Honeywell Automation India Ltd. Annual General Meeting Management Appoint Ms. Tina Pierce (DIN: 07714933) as Non-Executive Non-Independent

Director


09-Aug-17 Honeywell Automation India Ltd. Annual General Meeting Management Ratify Deloitte Haskins & Sells LLP's appointment as statutory auditors and fix

remuneration


09-Aug-17 Honeywell Automation India Ltd. Annual General Meeting Management Approve related party transactions with Honeywell International Inc, Honeywell

Measurex (Ireland) Limited and Honeywell Turki-Arabia Limited up to Rs.17.9 bn


09-Aug-17 Honeywell Automation India Ltd. Annual General Meeting Management Fix commission for non-executive directors at an amount not exceeding 1% of

net profits for five years from 1 April 2017


09-Aug-17 Narayana Hrudayalaya Limited Postal Ballot Management Increase the limit of intercorporate transactions to Rs.20 bn from Rs.10 bn For For Increase in limit would help in day to day company operations

09-Aug-17 Adani Port And Sez Ltd. Annual General Meeting Management Adoption of audited financial statements (including consolidated financial

statements) for the financial year ended March 31, 2017


09-Aug-17 Adani Port And Sez Ltd. Annual General Meeting Management Declaration of Dividend on Equity Shares For For Routine Busines

09-Aug-17 Adani Port And Sez Ltd. Annual General Meeting Management Declaration of Dividend on Preferences Shares For For Routine Busines

09-Aug-17 Adani Port And Sez Ltd. Annual General Meeting Management Re-appointment of Mr. Rajesh S. Adani (DIN: 00006322), as a Director of the

Company who retires by rotation


09-Aug-17 Adani Port And Sez Ltd. Annual General Meeting Management Appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm

Registration No. 117366W/W-100018), as Statutory Auditors of the Company in

place retiring auditors M/s. S R B C & CO LLP, Chartered Accountants


09-Aug-17 Adani Port And Sez Ltd. Annual General Meeting Management Re-appointment of Mr. Gautam S. Adani as Managing Director of the Company For For Good Candidature

09-Aug-17 Adani Port And Sez Ltd. Annual General Meeting Shareholder Appointment of Mr. Karan Adani as a Director liable to retire by rotation For For Good Candidature

09-Aug-17 Adani Port And Sez Ltd. Annual General Meeting Management Appointment of Mr. Karan Adani as CEO & Whole Time Director of the

Company


09-Aug-17 Adani Port And Sez Ltd. Annual General Meeting Management Approval of offer or invitation to subscribe to Securities for an amount not

exceeding â‚¹ 5,000 crores


09-Aug-17 Adani Port And Sez Ltd. Annual General Meeting Management Approval of offer or invitation to subscribe to Non-Convertible Debentures on

private placement basis


09-Aug-17 Apar Industries Ltd Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine Business

09-Aug-17 Apar Industries Ltd Annual General Meeting Management Approve dividend of Rs.10.0 per share of face value Rs.10.0 each For For The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs.0.5 bn. The dividend


09-Aug-17 Apar Industries Ltd Annual General Meeting Management Reappoint Kushal N. Desai as a Director For For Kushal N. Desai (DIN: 00008084) is part of the promoter group and the CMD. He retires by rotation and his

reappointment is in line with the statutory requirements

09-Aug-17 Apar Industries Ltd Annual General Meeting Management Appoint Sharp & Tannan as statutory auditors for a period of three years and fix

their remuneration

For For Sharp & Tannan were appointed as the statutory auditors in 2011. In 2015, they were reappointed for a period

of five years. Sharp & Tannan have recently undertaken some internal reorganization and the firm registration

number has changed. Consequently, they seek appointment with the new registration number for the remainder

of their term (till 2020). The appointment is in line with the statutory requirements

09-Aug-17 Apar Industries Ltd Annual General Meeting Shareholder Appoint Rajesh Sehgal as an Independent Director for five years w.e.f 24 April

2017

For For Rajesh Sehgal (DIN: 00048482) is a former Senior Executive Director of Franklin Templeton and the current

Managing Partner of Equanimity Investments. He has been on the board as a nominee of Templeton since 2011.

In the quarter ended 31 March 2017, Templeton has sold its entire stake of 9.45% in Apar. Consequently, given

that Rajesh Sehgal has no association with any dominant shareholder, Apar proposes to appoint him in the

capacity of an independent director. His appointment is in line with the statutory requirements

09-Aug-17 Apar Industries Ltd Annual General Meeting Management Approve remuneration of Rs.0.12.mn for T. M. Rathias cost auditors for FY18 For For The remuneration to be paid to the cost auditor is reasonable compared to the size and scale of the company’s

operations

09-Aug-17 Apar Industries Ltd Annual General Meeting Management Amend Articles of Association (AoA) to remove rights of Templeton Strategic

EmergingMarkets Fund III L.D.C. (Templeton)

For For In March 2011, Templeton had entered into a Subscription and Investor Rights Agreement (SIRA) with Apar for

the purchase of a 9.45% stake. The agreement, whose provisions were embedded into the AoA, gave special

rights to Templeton, which included tag-along rights, restriction on stake sale by promoters, CEO selection rights,

board and committee nomination rights, and anti-dilution rights. After Templeton’s stake sale and exit, the AoA

is being amended to remove these special rights. Minority shareholders will not be impacted from these changes

10-Aug-17 Bharat Forge Ltd Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017


10-Aug-17 Bharat Forge Ltd Annual General Meeting Management Ratify interim dividend of Rs. 2.50 per equity share and declare final dividend of

Rs. 5.0 per equity share (face value Rs. 2.0)


10-Aug-17 Bharat Forge Ltd Annual General Meeting Management 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 requirements.

10-Aug-17 Bharat Forge Ltd Annual General Meeting Management Reappoint Kishore Saletore as Director For For Kishore Saletore, 51, is the Chief Financial Officer, Bharat Forge Limited. He retires by rotation and his






Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




10-Aug-17 Bharat Forge Ltd Annual General Meeting Management Reappoint SRBC & Co LLP as statutory auditors for five years and fix their

remuneration


10-Aug-17 Bharat Forge Ltd Annual General Meeting Management Approve remuneration of Rs. 1 mn payable to Dhananjay V Joshi & Associates

as cost auditors for FY18



10-Aug-17 Page Industries Limited Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For This is a standard resolution.

10-Aug-17 Page Industries Limited Annual General Meeting Management Declare dividend of Rs. 25 per share (Face Value: Rs.10) For For Total dividend for the year is Rs.97.0 per share. The dividend amount including the dividend tax is Rs.1.3 bn. The

dividend payout ratio for FY17 is 48.9%.

10-Aug-17 Page Industries Limited Annual General Meeting Management Reappoint Nari Genomal as a Non- Executive, Non-Independent Director For For Nari Genomal is part of the promoter group and is the Chief Mentor. He retires by rotation and his

reappointment is in line with all statutory requirements.

10-Aug-17 Page Industries Limited Annual General Meeting Management Reappoint Ramesh Genomal as a Non- Executive, Non-Independent Director For For Ramesh Genomal is part of the promoter group and is Director – Indian Chamber of Commerce, Philippine. He

retires by rotation and his reappointment is in line with all statutory requirements.

10-Aug-17 Page Industries Limited Annual General Meeting Management Ratify SR Batliboi & Associates LLP as statutory auditors for FY18 For For SR Batliboi & Associates LLP’s ratification as statutory auditors is in line with our Voting Guidelines on Auditor

(Re) Appointments and in line with the requirements of Section 139 of the Companies Act 2013.

10-Aug-17 Page Industries Limited Annual General Meeting Shareholder Reappoint BC Prabhakar as an Independent Director for a period of five years

from 13 September 2017

For For BC Prabhakar is a practicing lawyer. His reappointment is in line with all statutory requirements.

10-Aug-17 Page Industries Limited Annual General Meeting Shareholder Appoint Vedji Ticku (DIN: 07822283) as an Executive Director For For He has been associated with the company since 1997 and was appointed as CEO in February 2016. His

appointment is in line with all statutory requirements.

10-Aug-17 Page Industries Limited Annual General Meeting Management Appoint Vedji Ticku as Executive Director and CEO for a period of five years

from 25 May 2017 and fix his remuneration at a maximum of Rs.75mn

For For At Rs.75mn, his proposed remuneration is comparable to peers and commensurate with the size and complexity

of the business. As an optimal remuneration structure, we believe performance-linked incentives must be a

higher component of the overall remuneration structure.

10-Aug-17 Page Industries Limited Annual General Meeting Shareholder Appoint VS Ganesh (DIN: 07822261) as an Executive Director For For His appointment is in line with all statutory requirements

10-Aug-17 Page Industries Limited Annual General Meeting Management Appoint VS Ganesh as Executive Director- Manufacturing & Operations for a

period of five years from 25 May 2017 and fix his remuneration at a maximum

of Rs.40mn

For For At Rs.40mn, his proposed remuneration is comparable to peers and commensurate with the size and complexity

of his role. As an optimal remuneration structure, we believe performance-linked incentives must be a higher

component of the overall remuneration structure.

10-Aug-17 Page Industries Limited Annual General Meeting Management To pay remuneration up to Rs.7.0 mn as commission to the non-executive

directors in FY18

For For Historically, the remuneration paid to all the non-executive directors has remained below 0.2% of the company’s

net profit. The proposed remuneration of Rs.7.0 mn is comparable to peers.

10-Aug-17 Allcargo Logistics Limited Annual General Meeting Management Adoption of Standalone and Consolidated financial statements for the year

ended 31 March 2017


10-Aug-17 Allcargo Logistics Limited Annual General Meeting Management To declare final dividend of Rs.2.0 per share of face value Rs2.0 For For The total dividend outflow including dividend tax for FY17 is Rs.591.4 mn. The dividend payout ratio for FY17 is

55.6%.

10-Aug-17 Allcargo Logistics Limited Annual General Meeting Management Reappoint Adarsh Hegde (DIN: 00035040) as an Executive Director For For Adarsh Hegde is the Joint Managing Director. He is liable to retire by rotation and his reappointment is in line


10-Aug-17 Allcargo Logistics Limited Annual General Meeting Management Ratify S R Batliboi & Associates LLP and Shaparia Mehta & Associates LLP’s

appointment as joint statutory auditors and fix remuneration

For For The ratification is in line with our Voting Policy on Auditor (Re)Appointment and follows the spirit of Section 139

of the Companies Act, 2013.

10-Aug-17 Allcargo Logistics Limited Annual General Meeting Shareholder Reappoint Kaiwan Kalyaniwalla (DIN: 00060776) as Non-Executive Non-

Independent Director from 10 August 2016

For For He is liable to retire by rotation and his reappointment is in line with all statutory requirements.

10-Aug-17 Allcargo Logistics Limited Annual General Meeting Management Revision in remuneration of Adarsh Hegde, Joint Managing Director, for the

remainder of the tenure from 1 April 2017

For For The proposed remuneration of Rs.48.5 mn is commensurate with the size and complexity of the business and in

line with the peers. The company has not provided an absolute cap on the commission payable to him.

10-Aug-17 Allcargo Logistics Limited Annual General Meeting Management Approve private placement of non-convertible debentures (NCDs) aggregating

Rs.3.0 bn

For For The proposed NCDs will be issued within the overall borrowing limit of Rs.10 bn.

10-Aug-17 Allcargo Logistics Limited Annual General Meeting Management Keep the register of members and other documents at the office of the


For For The company seeks shareholder approval to keep the registers and other documents at the office of Registrar

and Transfer Agent, Link Intime Private Limited.

10-Aug-17 Dhanuka Agritech Ltd Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017


10-Aug-17 Dhanuka Agritech Ltd Annual General Meeting Management To declare dividend of Rs. 0.60 per equity share (face value Rs.2.0) For For The company proposes a final dividend of Rs 0.6 per share of FV Rs 2.0. While dividend paid has fallen 90.0%

from FY16, Dhanuka bought back 1.88% of issued and paid up equity capital of the company @ Rs. 850 per

equity share, equivalent to Rs. 800 mn during FY17. If the amount of buyback is included, dividend payout was at

70% for the year.

10-Aug-17 Dhanuka Agritech Ltd Annual General Meeting Management Reappoint Ram Gopal Agarwal (DIN: 00627386) as director liable to retire by

rotation

For For Ram Gopal Agarwal is the Executive Chairperson. His reappointment is in line with the statutory requirements.

10-Aug-17 Dhanuka Agritech Ltd Annual General Meeting Management Reappoint Rahul Dhanuka (DIN: 00150140) as director liable to retire by

rotation

For For Rahul Dhanuka is Director (Marketing) and belongs to the promoter group. He retires by rotation, and his


10-Aug-17 Dhanuka Agritech Ltd Annual General Meeting Management Reappoint Mridul Dhanuka (DIN: 00199441) as director liable to retire by

rotation

For For Ensure continuity

10-Aug-17 Dhanuka Agritech Ltd Annual General Meeting Management Appoint Ambani & Associates LLP as statutory auditors for a period of five years For For Dhanuka proposes appoint Ambani & Associates as statutory auditors. The previous auditors Dinesh Mehta & Co

have been Dhanuka’s statutory auditors for the past 12 years. The appointment is in line with all statutory

requirements.

10-Aug-17 Dhanuka Agritech Ltd Annual General Meeting Management Approve remuneration of Rs. 0.22 mn for S. Chander and Associates as cost

auditors for FY18

For For The board has approved the appointment of S. Chander and Associates as cost auditors to audit cost accounts

relating to agro-chemical manufacturing activities for FY18 on a total remuneration of Rs. 0.22 mn plus

applicable service tax and out-of-pocket expenses. The total remuneration proposed to be paid to the cost

auditors in FY18 is reasonable compared to the size and scale of the company’s operations.

10-Aug-17 Dhanuka Agritech Ltd Annual General Meeting Management Appoint Balvinder Singh Kalsi (DIN: 00012784) as Independent Director for five

years from 10 November 2016

For For Balvinder Singh Kalsi is a Chartered Accountant. He retired in March 2016 as President, DuPont South Asia &

ASEAN and Chairman of the Board, E.I. DuPont India Pvt. Ltd., a wholly owned subsidiary of DuPont U.S.A. His

appointment as Independent Director is in line with all statutory requirements.

10-Aug-17 Dhanuka Agritech Ltd Annual General Meeting Management Reappoint Ram Gopal Agarwal (DIN:00627386) as Executive Chairman for five

years from 01 November 2017 and fix his remuneration

For For Ensure Continuity





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




10-Aug-17 Dhanuka Agritech Ltd Annual General Meeting Management Appoint Ashish Saraf (DIN: 07767324) as Wholetime Director for five years from

24 March 2017 and fix his remuneration

For For Ashish Saraf is being appointed as Executive Director from 24 March 2017. His proposed remuneration for FY18

is Rs 1.75 mn with annual increments of 25% each year. The proposed remuneration commensurate with the

size and complexity of the business.

10-Aug-17 Adani Power Ltd Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017


10-Aug-17 Adani Power Ltd Annual General Meeting Management Reappoint Gautam Adani as Non-Executive Non-Independent Director For For Gautam Adani, 55, is part of the promoter family and Chairperson, Adani Power Limited. He retires by rotation

and his reappointment is in line with statutory requirements

10-Aug-17 Adani Power Ltd Annual General Meeting Management Appoint SRBC & Co LLP as statutory auditors for five years and fix their

remuneration



10-Aug-17 Adani Power Ltd Annual General Meeting Management Approve private placement of non-convertible debentures For For The NCDs which are proposed to be issued will be within the overall borrowing limits of Rs. 450 bn over and

above the paid up capital and free reserves of the company. The company has not specified the quantum of

NCDs it proposes to issue.

10-Aug-17 Adani Power Ltd Annual General Meeting Management Approve remuneration of Rs. 65,000 payable to Kiran J Mehta & Co as cost

auditors for FY18



10-Aug-17 Adani Power Ltd Annual General Meeting Management Ratify related party transactions for FY17 aggregating to Rs.78.3 bn with Adani

Global Pte Ltd and Adani Enterprises Ltd

For For The company has transacted with the above entities in the past and the transactions are critical for the

operations of the company. Further, the company confirms that the transactions were at arm’s length and in the

ordinary course of business.

10-Aug-17 Kajaria Ceramics Ltd Annual General Meeting Management Adoption of accounts For Abstain Board Best suited

10-Aug-17 Kajaria Ceramics Ltd Annual General Meeting Management Declare final dividend of Rs.3 per equity share of face value of Re.1 each For For Good policy to pay divided to shareholders

10-Aug-17 Kajaria Ceramics Ltd Annual General Meeting Management Reappoint Dev Datt Rishi as Director; liable to retire by rotation For For Dev Datt Rishi (DIN: 00312882) is the Technical Director. His reappointment is in line with all statutory

requirements.

10-Aug-17 Kajaria Ceramics Ltd Annual General Meeting Management Appoint Walker Chandiok & Co as statutory auditors for five years and fix their

remuneration

For For Walker Chandiok & Co will replace OP Bagla & Co as the statutory auditors of the company. The appointment is

in line with all statutory requirements. Incentive

10-Aug-17 Kajaria Ceramics Ltd Annual General Meeting Management Adoption of a new set of Articles of Association (AoA) containing regulations in

line with the Companies Act, 2013

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, 2013. The new set

of AoA are available for inspection on the website of the company

10-Aug-17 S H Kelkar & Company Ltd Annual General Meeting Management Adoption of accounts For Abstain Board Best suited

10-Aug-17 S H Kelkar & Company Ltd Annual General Meeting Management To declare final dividend of Rs.1.75 per share of face value Rs.10.0 For For Good policy to give dividend

10-Aug-17 S H Kelkar & Company Ltd Annual General Meeting Management Reappoint Amit Dixit (DIN: 01798942) as Non-Executive Non-Independent

Director

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 requirements.

10-Aug-17 S H Kelkar & Company Ltd Annual General Meeting Management Ratify B S R & Co. LLP’s reappointment as statutory auditors and fix

remuneration

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 our Voting Policy on Auditor

(Re)Appointment and follows the spirit of Section 139 of the Companies Act, 2013.

11-Aug-17 Tvs Motor Company Limited Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine Resolution

11-Aug-17 Tvs Motor Company Limited Annual General Meeting Management Reappoint Sudarshan Venu (DIN: 03601690) as an Executive Director 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 requirements.

11-Aug-17 Tvs Motor Company Limited Annual General Meeting Management Ratify appointment of V Sankar Aiyar & Co. as statutory auditors for FY18 and


For For The ratification of V Sankar Aiyar & Co.’s appointment is in line with our Voting Guidelines on Auditor

(Re)appointment and with the requirements of Section 139 of the Companies Act 2013.

11-Aug-17 Tvs Motor Company Limited Annual General Meeting Management Fix commission to Independent Directors for an amount not exceeding 1% of

net profits for five years, w.e.f. 1 April 2018

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.

11-Aug-17 Tvs Motor Company Limited Annual General Meeting Management Appoint Rajesh Narsimhan (DIN: 07824276) as an Independent Director for

three years

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 Management, Technology and Business transformation. His appointment meets all


11-Aug-17 Tvs Motor Company Limited Annual General Meeting Management Approve remuneration of Rs. 0.5 mn for AN Raman as cost auditors for FY18 For For The total remuneration proposed is reasonable compared to the size and scale of the company’s operations.

11-Aug-17 Disa India Ltd. Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For Abstain Routine proposal

11-Aug-17 Disa India Ltd. Annual General Meeting Management Reappoint Andrew Thomas Carmichael (DIN: 03634151) as a Non-Executive

Non-Independent Director


11-Aug-17 Disa India Ltd. Annual General Meeting Management To declare final dividend of Rs.2.5 per share of face value Rs.10.0 For For Dividend for shareholders

11-Aug-17 Disa India Ltd. Annual General Meeting Management Ratify Deloitte Haskins & Sells' appointment as statutory auditors and fix

remuneration


11-Aug-17 Disa India Ltd. Annual General Meeting Management Ratify remuneration of Rs.0.15 mn for Rao, Murthy & Associates as cost

auditors for FY17


11-Aug-17 Disa India Ltd. Annual General Meeting Shareholder Appoint Lokesh Saxena (DIN: 07823712) as an Executive Director For For In line with statutory requirements

11-Aug-17 Disa India Ltd. Annual General Meeting Management Appoint Lokesh Saxena as Managing Director for three years from 21 June 2017



11-Aug-17 Disa India Ltd. Annual General Meeting Management Alteration of Objects Clause of the Memorandum of Association (MoA) to align

it with Companies Act, 2013


11-Aug-17 Disa India Ltd. Annual General Meeting Management Adoption of a new set of Articles of Association (AoA) containing regulations in



11-Aug-17 Disa India Ltd. Annual General Meeting Management Ratify related party transactions with DISA Industries A/S up to Rs.294 mn for

FY17


11-Aug-17 Disa India Ltd. Annual General Meeting Management Approve related party transactions with DISA Industries A/S up to Rs.755 mn for

each financial year


11-Aug-17 Disa India Ltd. Annual General Meeting Management Approve related party transactions with DISA (Changzhou) Machinery Co.,

China up to Rs.200 mn for each financial year






Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




11-Aug-17 Disa India Ltd. Annual General Meeting Management Approve related party transactions with Wheelabrator Czech s.r.o. up to Rs.200

mn for each financial year


11-Aug-17 Zydus Wellness Limited Annual General Meeting Management Adoption of accounts For Abstain Board Best Suited

11-Aug-17 Zydus Wellness Limited Annual General Meeting Management Declare dividend Rs.6.5 per share For For Good policy to pay divided to shareholders

11-Aug-17 Zydus Wellness Limited Annual General Meeting Management Reappoint Dr. Sharvil P. Patel (DIN: 00131995) as a Non-Executive Non-

Independent Director retiring by rotation

For For Dr. Sharvil P. Patel, 39, is promoter Chairperson. His reappointment is in line with all the statutory requirements

11-Aug-17 Zydus Wellness Limited Annual General Meeting Management Reappoint Dhirubhai Shah & Doshi as statutory auditor For For Dhirubhai Shah & Doshi was appointed as the statutory auditors of the company in 2014. The ratification of their

reappointment is in line with our Voting Guidelines on Auditor (Re)Appointments and with the requirements of

Section 139 of the Companies Act 2013

11-Aug-17 Zydus Wellness Limited Annual General Meeting Management Ratify remuneration of Rs. 225,000 payable to M/s. Dalwadi & Associates as



of operations

11-Aug-17 Zydus Wellness Limited Annual General Meeting Shareholder Appoint Kulin Lalbhai as an Independent Director for a period of five years until

18 November 2021

For For Kulin Lalbhai, 31, holds executive directorship on the board of Arvind Limited. His appointment is in line with all


11-Aug-17 Zydus Wellness Limited Annual General Meeting Management To approve change in place of keeping Registers and Index of Members,

Debenture holders and copies of Annual Returns

For For For administrative convenience Zydus Wellness proposes that the Register and the Index of Members, the

Register and the Index of Debenture holders and other security holders, and copies of the Annual Return be kept

at the office of the Company’s Registrar & Share Transfer Agent - M/s. Link Intime India Private Limited, 5th

Floor, 506 to 508, Amarnath Business Centre – 1, (ABC-1), Beside Gala Business Centre, Nr. St. Xavier’s College

Corner, Off C. G. Road, Ellisbridge, Ahmedabad – 380 009.

11-Aug-17 Blue Star Limited Annual General Meeting Management Adoption of financial Statement and consolidated Financial Statement Accounts For Abstain Board best suited

11-Aug-17 Blue Star Limited Annual General Meeting Management Confirmation of interim dividend For For Good policy to give dividend

11-Aug-17 Blue Star Limited Annual General Meeting Management Reappointment VIR S Advani liable to retire by rotation For For Part of promoter family. No concern has been identified with respect to profile, time commitments, attendance

performance & remuneration

11-Aug-17 Blue Star Limited Annual General Meeting Management Ratification of appointment of SRBC & CO as statutory auditors and fixing their

remuneration

For For No concern has been identified in relation to ratification of Statutory Auditors’ appointment and their

remuneration.

11-Aug-17 Blue Star Limited Annual General Meeting Management Ratification of remuneration of Cost Accountants for financial year ending

March 31, 2018

For For Remuneration in line with industry practice. No conern identified.

11-Aug-17 Blue Star Limited Annual General Meeting Shareholder Appoint Rajiv R Lulla as Non-Executive and Non Independent Director beginning

1 Dec 2016

For For Senior advisor at Voltaire Capital. Appointment in line with all statutory requirements.

11-Aug-17 Blue Star Limited Annual General Meeting Shareholder Appoint Dinesh N Vaswani as Non Independent Director beginning 1 Dec 2016 For For Founder and managing director of Acutias Capital Advisor. Appointment in line with all statutory requirements.

11-Aug-17 Blue Star Limited Annual General Meeting Shareholder Appoint Sam Balsara as Independent Director for five years beginning 20 June

2017

For For Sam Balsara is the chairperson and managing director of Madison World. His appointment is in line with all


11-Aug-17 Blue Star Limited Annual General Meeting Management Remove the cap on commission and performance linked incentive to

Vir.S.Advani and B.Thiagrajan

For Abstain Company clarified with this rationale; and in past management has delivered as per promise. So not penalizing

company for this, For many years, Blue Star maintained a voluntary cap of 2% on the quantum of performance

linked variable commission that could be paid to the executive directors even though the same was not required

under the regulations. This kind of cap was considered appropriate when the overall variable compensation of

the executive directors was lower in proportion to their fixed compensation. However, since the proportion of

variable component has now been raised significantly, our Nomination and Remuneration Committee believes

that this internal cap may no longer be required and hence is proposed to be dropped.

11-Aug-17 Kalpataru Power Transmission Ltd Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 Adoption of

onsolidated financial statements for the year ended 31 March 2017

For For Routine business

11-Aug-17 Kalpataru Power Transmission Ltd Annual General Meeting Management Declare final dividend of Rs. 2.0/-per equity share (face value Rs. 2.0) for FY17 For For Dividend for FY17 is Rs. 2.0/-, while the company paid a dividend of Rs. 1.5/- in the previous year. The total

dividend outflow (including dividend tax for FY17) is Rs. 0.4 bn, and the dividend payout ratio is 13.7%

11-Aug-17 Kalpataru Power Transmission Ltd Annual General Meeting Management Reappoint Manish Mohnot (DIN:01229696) as an Executive Director For For Manish Mohnot, 45, has been on the board of KPTL for the past eleven years. His reappointment meets all


11-Aug-17 Kalpataru Power Transmission Ltd Annual General Meeting Management Ratify reappointment of Deloitte Haskins & Sells LLP as statutory auditors for


For For The ratification of Deloitte Haskins & Sells LLP’s reappointment is in line with our Voting Guidelines on Auditor

(Re)appointment and with the requirements of Section 139 of the Companies Act 2013

11-Aug-17 Kalpataru Power Transmission Ltd Annual General Meeting Management Appoint Mofatraj Munot (DIN:00046905) as an Executive Chairperson for five

years, w.e.f. 1 April 2017

For For Mofatraj Munot, 73, is the founder of Kalpataru Group and the promoter of KPTL. Till now, he served the board

as its Non-Executive Chairperson. KPTL proposes to appoint him as the Executive Chairperson for five years,

w.e.f. 1 April 2017 till 31 March 2022. The proposed remuneration of Rs. 87.0 mn for FY18 is in line with peers

and is commensurate with the size and complexity of the business

11-Aug-17 Kalpataru Power Transmission Ltd Annual General Meeting Management Issuance of Non Convertible DEbentures (NCDs)on a private placement basis

upto Rs 1.0 bn

For For The NCDs will be issued within the overall borrowing limit

11-Aug-17 Kalpataru Power Transmission Ltd Annual General Meeting Management Approve remuneration of Rs.0.1mn for KG Goyal & Associates as cost auditors

for FY18

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

11-Aug-17 Kalpataru Power Transmission Ltd Annual General Meeting Shareholder Appoint Anjali Seth (DIN:05234352) as an IndependentDirector for three years,

w.e.f. 19 May 2017

For For Ms. Anjali Seth, 59, is a graduate in law from University of Delhi. She has over 30 years of experience in Law. She

was appointed as a Non-Executive Non-Independent Director in FY15 AGM. She also serves on the board of

other companies i.e. Endurance Technologies Ltd., Adlabs Entertainment Ltd. and JMC Projects (India) Ltd

11-Aug-17 Kalpataru Power Transmission Ltd Annual General Meeting Shareholder Appoint Subodh Kumar Jain (DIN:07085318) as a Non -Executive Non-

IndependentDirector

For For Subodh Kumar Jain, 63, holds a bachelors degree from IIT Roorkee. He has over 40 years of experience in Indian

Railways and Metro Rails. His appointment meets all statutory requirements

11-Aug-17 Clariant Chemicals (India) Ltd Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine Resolution

11-Aug-17 Clariant Chemicals (India) Ltd Annual General Meeting Management To declare final dividend of Rs.25.0 per equity share (face value Rs.10.0) For For The total dividend for FY17 is Rs. 25.0/- per share. The total dividend outflow (including dividend tax for FY17) is

Rs.0.7 bn, while the dividend payout ratio is 283.7%.





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




11-Aug-17 Clariant Chemicals (India) Ltd Annual General Meeting Management Reappoint Alfred Muench as a Non-Executive Non-Independent Director

retiring by rotation

For For Ensure continuity.

11-Aug-17 Clariant Chemicals (India) Ltd Annual General Meeting Management Ratify Price Waterhouse Chartered Accountants LLP as statutory auditors for


For For The ratification of Price Waterhouse Chartered Accountants LLP is in line with our Voting Guidelines on Auditor

(Re)appointments and complies with the requirements of Section 139 of the Companies Act 2013.

11-Aug-17 Clariant Chemicals (India) Ltd Annual General Meeting Management Appoint Adnan Ahmad (DIN: 00046742) as Vice-Chairperson and Managing

Director for a period of three years beginning 1 June 2017 and cap his

remuneration at Rs.60 mn with effect from 3 April 2017

For For Adnan Ahmad, 56, has over 32 years of industry experience. His appointment is in line with all the statutory

requirements. Adnan Ahmad’s estimated FY18 remuneration of Rs. 42.9 mn is in line with peers and

commensurate with the size and complexity of the business. The company has provided granular disclosures on

components of remuneration and capped the maximum performance incentive payable. His overall

remuneration over his tenure is also capped at Rs. 60.0 mn annually.

11-Aug-17 Clariant Chemicals (India) Ltd Annual General Meeting Management Ratify the remuneration of Rs. 180,000 payable to RA & Co., cost auditors for

FY18

For For The remuneration of Rs. 180,000 proposed to be paid to the cost auditors in FY18 is reasonable compared to the


11-Aug-17 Essel Propack Ltd Postal Ballot Management 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 2017. The additional headroom of

Rs.2.8 bn will give it flexibility to allow for further loans and investments.

We highlight ‘transparency risk’ to the resolution as the company has not provided any details regarding the

companies it proposes to transact with, nor the proposed nature of such transactions.

11-Aug-17 Infibeam Incorporation Ltd. Extraordinary General Meeting Management Sub-division of one equity share of face value Rs. 10.0 each into ten equity

shares of Re. 1.0 each

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. 10.0 each into ten equity shares of Re. 1.0 each.

11-Aug-17 Infibeam Incorporation Ltd. Extraordinary General Meeting Management Alteration to the Capital Clause of the Memorandum of Association (MoA)

following the sub-division of equity shares

For For The proposed sub-division of equity shares requires amendment to the existing Clause V of the MoA of the

company

11-Aug-17 Infibeam Incorporation Ltd. Extraordinary General Meeting Management Approve Infibeam Stock Appreciation Rights Scheme 2017 (SARS 2017) under

which grants will be exercisable into a maximum of 2.7 mn equity shares

For For We support this resolution because it aligns employee remuneration to shareholders’ interests

11-Aug-17 Infibeam Incorporation Ltd. Extraordinary General Meeting Management Approve the grant of SARs to the employees/directors of subsidiaries of the

company under SARS 2017

For For The company requires shareholder approval in a separate resolution to extend the SARS 2017 to the

employees/directors of subsidiaries

11-Aug-17 Infibeam Incorporation Ltd. Extraordinary General Meeting Management Authorize acquisition of shares from secondary market through Trust route for

the implementation of SARS 2017

For For Upto 2.7 mn shares (5% of the paid-up equity share capital) will be acquired from the secondary market along

with existing Trust shareholding. The Trust route does not result in minority shareholders’ stake dilution.

11-Aug-17 Infibeam Incorporation Ltd. Extraordinary General Meeting Management To grant loan (upto 5% of the aggregate of paid-up share capital) to the Trust to

purchase equity shares of the company

For For The maximum amount of loan will be Rs. 5.0 bn or such higher amount upto 5% of the paid-up capital. The loan

will be used by the Trust to acquire shares from the secondary market to issue shares upon exercise of stock

options under ESOP 2017.

11-Aug-17 Infibeam Incorporation Ltd. Extraordinary General Meeting Management Keep the register of members and other documents at the office of the


For For The documents will be maintained within the same city where the registered office is located; we believe that

this will not inconvenience shareholders

11-Aug-17 Cipla Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017

For For Routine Resolution.

11-Aug-17 Cipla Annual General Meeting Management Declare final dividend of Rs.2.0 per equity share (face value of Rs.2.0) For For Routine Resolution.

11-Aug-17 Cipla Annual General Meeting Management Reappoint S. Radhakrishnan (DIN: 02313000) as Whole-time Director For For Reappointment is in line with Companies Act.

11-Aug-17 Cipla Annual General Meeting Management Ratify reappointment of Walker Chandiok & Co. LLP as statutory auditors for


For For Reappointment is in line with Companies Act.

11-Aug-17 Cipla Annual General Meeting Shareholder Appoint Ireena Vittal (DIN: 05195656) as an Independent Director for a period

of five years from 1 December 2016 until 30 November 2021

For For Appointment is in line with Companies Act.

11-Aug-17 Cipla Annual General Meeting Shareholder Appoint Peter Lankau (DIN: 07688110) as an Independent Director for a period

of five years from 10 January 2017 until 9 January 2022

For For Appointment is in line with Companies Act.

11-Aug-17 Cipla Annual General Meeting Management Re-designate Samina Vaziralli (DIN: 00027923) as Executive Vice-Chairperson

with effect from 1 April 2017 until 9 July 2020 and revise her remuneration

For For The redesignation of Samina Vaziralli, Promoter Director is in line with the overall strategy of handling day to day

operations to Professional Management and promoter representative being more involved in overall strategy

and long term direction of the company. Her remuneration is in line with other promoter directors in the

industry which has company operations of similar size of Cipla.

11-Aug-17 Cipla Annual General Meeting Management Ratify remuneration of Rs.1.0 mn payable to D. H. Zaveri as cost auditor for

FY18

For For Remuneration is inline with scope of company operations.

11-Aug-17 Cipla Annual General Meeting Management Issuance of FCCB/GDR/ADR/Other instruments convertible in equity shares

aggregating upto Rs.20.0 bn

For For Fund raising is for potential acquisition which can add value to the company operations over the long term.

11-Aug-17 Cipla Annual General Meeting Management Issue debt securities upto Rs.20.0 bn on a private-placement basis For For Fund raising is for potential acquisition which can add value to the company operations over the long term.

12-Aug-17 Thyrocare Technologies Ltd Annual General Meeting Management Adoption of Standalone financial statements for the year ended 31 March 2017 For For Routine Resolution.

12-Aug-17 Thyrocare Technologies Ltd Annual General Meeting Management Adoption of Consolidated financial statements for the year ended 31 March

2017


12-Aug-17 Thyrocare Technologies Ltd Annual General Meeting Management Confirm interim dividend of Rs. 5.0 per share and declare final dividend of

Rs.5.0 per share (Face Value: Rs.10)

For For The company proposes to pay final dividend of Rs. 5 per share of FV Rs. 10. 0 for FY17. This is in addition to the

interim dividend of Rs. 5. 0 per share paid during the year. The aggregate dividend per share is Rs. 10. 0. The

dividend amount including the dividend tax is Rs. 0. 6 bn. The dividend payout ratio for FY17 is 86. 4%.

12-Aug-17 Thyrocare Technologies Ltd Annual General Meeting Management Reappoint Sohil Chand as an Non-Independent, Non-Executive Director 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.

12-Aug-17 Thyrocare Technologies Ltd Annual General Meeting Management Ratify BSR & Co. LLP as statutory auditors for FY18 For For The ratification of BSR & Co. LLP is in line with Companies Act

12-Aug-17 Thyrocare Technologies Ltd Annual General Meeting Management Reappoint Dr. A. Velumani as MD & CEO for a term of three years from 1 April


For For Reappointment is inline with Companies Act and the proposed remuneration is commensurate with the size and

complexities of his responsibilities.





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




12-Aug-17 Thyrocare Technologies Ltd Annual General Meeting Management Reappoint A. Sundararaju as ED & CFO for a term of three years from 1 April


For For Reappointment is in line with Companies Act and the proposed remuneration is commensurate with the size and

complexities of his responsibilities.

12-Aug-17 Thyrocare Technologies Ltd Annual General Meeting Management Ratify remuneration of Rs. 100,000 (plus service tax and out of pocket

expenses) for S Thangavelu, as cost auditors for FY17

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

of the company’s operations.

12-Aug-17 Thyrocare Technologies Ltd Annual General Meeting Management Approval of Employees Stock Option Scheme 2016-17 For For Reward for Employees

14-Aug-17 Sonata Software Ltd Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017

For Abstain Routine proposal.

14-Aug-17 Sonata Software Ltd Annual General Meeting Management To confirm interim dividend of Rs.3.5 per equity share and to declare final

dividend of Rs.5.5 per share of face value Re.1.0


bn. The dividend payout ratio for FY17 is 83.0%.

14-Aug-17 Sonata Software Ltd Annual General Meeting Management Reappoint Viren Raheja (DIN: 00037592) as a Non-Executive Non-Independent

Director

For For Viren Raheja is Promoter Director. He is liable to retire by rotation and his reappointment is in line with all


14-Aug-17 Sonata Software Ltd Annual General Meeting Management Appoint Deloitte Haskins & Sells LLP as statutory auditors for a period of five


For For Deloitte Haskins & Sells LLP’s appointment is in line with our Voting Policy on Auditor Appointment and with the

requirements of Section 139 of the Companies Act 2013

14-Aug-17 Sonata Software Ltd Annual General Meeting Management Reappoint P Srikar Reddy (DIN: 00001401) as MD and CEO for three years from

14 February 2017 and fix his remuneration

For For The reappointment of P Srikar Reddy as MD and CEO is in line with the statutory requirements. The proposed

remuneration of Rs.68.3 mn is commensurate with the size and complexity of the business and in line with the

peers

14-Aug-17 Suven Life Sciences Limited Annual General Meeting Management Adopt the standalone and consolidated financial statements for the year ended

31 March 2017


14-Aug-17 Suven Life Sciences Limited Annual General Meeting Management Confirm interim dividend of Rs. 1.0 per share (face value Re.1.0 each) For For Routine Resolution.

14-Aug-17 Suven Life Sciences Limited Annual General Meeting Management Reappoint Prof Seyed E Hasnain, (DIN: 02205199) as director liable to retire by

rotation

For For Reappointment is in line with Companies Act.

14-Aug-17 Suven Life Sciences Limited Annual General Meeting Management Appoint Tukaram & Co. as statutory auditors for a period of five years For For Appointment is in line with Companies Act.

14-Aug-17 Aia Engineering Ltd. Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For Abstain Routine proposal

14-Aug-17 Aia Engineering Ltd. Annual General Meeting Management Confirm interim dividend of Rs. 4.0/- per equity share (face value Rs. 2.0) for

FY17


14-Aug-17 Aia Engineering Ltd. Annual General Meeting Management Declare final dividend of Rs. 4.0/- per equity share (face value Rs. 2.0) for FY17 For For Dividend for shareholders

14-Aug-17 Aia Engineering Ltd. Annual General Meeting Management Reappoint Ms. Khushali S. Solanki (DIN: 07008918) as a Non-Executive Non-



14-Aug-17 Aia Engineering Ltd. Annual General Meeting Management Appoint BSR & Co. LLP as statutory auditors for a period of five years and fix

their remuneration


14-Aug-17 Aia Engineering Ltd. Annual General Meeting Management Reappoint Yashwant M. Patel (DIN: 02103312) as an Executive Director for five

years, w.e.f. 1 April 2017


14-Aug-17 Aia Engineering Ltd. Annual General Meeting Management Approve related party transactions with Welcast Steels Ltd., a 74.85 %

subsidiary for purchase of goods in FY18


14-Aug-17 Aia Engineering Ltd. Annual General Meeting Management Approve remuneration of Rs. 0.4 mn for Kiran J. Mehta & Co. as cost auditors

for FY18


14-Aug-17 Aia Engineering Ltd. Annual General Meeting Management Adoption of a new set of Articles of Association (AoA) containing regulations in



14-Aug-17 Aia Engineering Ltd. Annual General Meeting Management Keep the register of members and other documents at the office of the



14-Aug-17 Akzo Nobel India Limited Annual General Meeting Management Adoption of accounts For Abstain Board Best suited

14-Aug-17 Akzo Nobel India Limited Annual General Meeting Management Declare dividend For For Good policy to pay divided to shareholders

14-Aug-17 Akzo Nobel India Limited Annual General Meeting Management Reappoint Amit Jain as a Non-Executive Non-Independent Director For For Amit Jain is former MD of Akzo Nobel. He attended 67% of the meetings in FY17 and 71% of the board meetings

over the past three years. His experience would add value to the company.

14-Aug-17 Akzo Nobel India Limited Annual General Meeting Management Appointment of Auditors For Abstain Board Best Suited

14-Aug-17 Akzo Nobel India Limited Annual General Meeting Management Not fill casual vacancy caused by the retirement of Nihal Kaviratne CBE For For Nihal Kaviratne CBE is the Chairperson. He will retire at the upcoming AGM and the vacancy caused by his

retirement will not be filled up.

14-Aug-17 Akzo Nobel India Limited Annual General Meeting Management Ratify remuneration of Rs. 0.75 mn (plus service tax and out of pocket

expenses) for Chandra Wadhwa & Co., as cost auditors for FY18


scale of the company’s operations.

18-Aug-17 Automotive Axles Ltd Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine purpose

18-Aug-17 Automotive Axles Ltd Annual General Meeting Management Declare final dividend of Rs. 8.0 per equity share (face value Rs. 10.0) For For Good practice to distribute part of profits to shareholders; income for the fund.

18-Aug-17 Automotive Axles Ltd Annual General Meeting Management Reappoint Dr. N Muthukumar as Director For For Dr. N Muthukumar (DIN: 06708535), 52, is the Managing Director, Automotive Axles Limited. He retires by

rotation and his reappointment is in line with statutory requirements

18-Aug-17 Automotive Axles Ltd Annual General Meeting Management Appoint S R Batliboi & Associates LLP as statutory auditors for five years and fix

their remuneration

For For Automotive Axles Limited proposes to appoint S R Batliboi & Associates LLP as statutory auditors for five years,

replacing Deloitte Haskins & Sells. Their appointment is in line with Voting Guidelines on Auditor (Re)

appointments and with the requirements of Section 139 of the Companies Act 2013.

18-Aug-17 Tata Global Beverages Ltd(Tata Tea) Annual General Meeting Management Adoption of standalone financial statements for the year ended 31 March 2017 For Abstain Board Best suited

18-Aug-17 Tata Global Beverages Ltd(Tata Tea) Annual General Meeting Management Adoption of consolidated financial statements for the year ended 31 March

2017

For Abstain Board Best suited

18-Aug-17 Tata Global Beverages Ltd(Tata Tea) Annual General Meeting Management Declare dividend of Rs.2.35 per equity share of face value of Re.1 each For For The total outflow on account of dividend is Rs.1.8 bn. The dividend payout is 64.9% v/s 72.9% in the previous

year. Good policy to give dividend.

18-Aug-17 Tata Global Beverages Ltd(Tata Tea) Annual General Meeting Management Reappoint Harish Bhat as Non-Executive Non-Independent Director For For Harish Bhat (DIN 00478198) is the company’s former Managing Director. His reappointment is in line with all


18-Aug-17 Tata Global Beverages Ltd(Tata Tea) Annual General Meeting Management Reappoint S Santhanakrishnan as Non-Executive Non-Independent Director For For S Santhanakrishnan (DIN 00032049) is the partner in PKF Sridhar & Santhanam. His reappointment is in line with


18-Aug-17 Tata Global Beverages Ltd(Tata Tea) Annual General Meeting Management Appoint Deloitte Haskins & Sells as statutory auditors for five years and fix their

remuneration

For For Deloitte Haskins & Sells will replace Lovelock & Lewes as the statutory auditors. Their appointment is in line with






Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




18-Aug-17 Tata Global Beverages Ltd(Tata Tea) Annual General Meeting Shareholder Appoint N Chandrasekaran as Non-Executive Non-Independent Director For For N Chandrasekaran (DIN: 00121863) is the Chairperson of Tata Sons Limited – the holding company. His


18-Aug-17 Tata Global Beverages Ltd(Tata Tea) Annual General Meeting Shareholder Appoint Siraj Azmat Chaudhry as Independent Director for five years beginning

18 August 2017

For For Siraj Azmat Chaudhry (DIN: 00161853) is the Chairman of Cargill India. His appointment is in line with all


18-Aug-17 Tata Global Beverages Ltd(Tata Tea) Annual General Meeting Management Approve remuneration of Rs.325,000 payable to Shome & Banarjee, cost

auditors for FY18


operations.

18-Aug-17 Tata Global Beverages Ltd(Tata Tea) Annual General Meeting Management Revise remuneration payable to Ajoy Misra, Managing Director, with effect

from 1 April 2017

For For Ajoy Misra is a professional. The company proposes to revise his basic salary by putting a range between Rs.8.4

mn and Rs.12 mn (presently fixed at Rs.8.4 mn). Other remuneration terms are same as approved in August 2014

AGM. After revision, his annual remuneration is estimated at Rs.44.1 mn. This is in line with peers and

commensurate with size and complexity of the business. The company has not disclosed clear remuneration

structure. The commission/incentive is payable based on performance and is not capped in absolute terms.

Benefits, perquisites and allowances are also not clearly disclosed and are at the discretion of the board. We

expect company to remain judicious in its remuneration payout.

18-Aug-17 Tata Global Beverages Ltd(Tata Tea) Annual General Meeting Management Revise remuneration payable to L KrishnaKumar, Executive Director, with effect

from 1 April 2017

For For L KrishnaKumar is a professional. The company proposes to revise his basic salary by putting a range between

Rs.7.2 mn and Rs.10.8 mn (presently fixed at Rs.7.2 mn). Other remuneration terms are same as approved in July

2013 AGM. After revision, his annual remuneration is estimated at Rs.38.5 mn. This is in line with peers and

commensurate with size and complexity of the business. The company has not disclosed clear remuneration

structure. The commission/incentive is payable based on performance and is not capped in absolute terms.

Benefits, perquisites and allowances are also not clearly disclosed and are at the discretion of the board. We

expect company to remain judicious in its remuneration payout.

18-Aug-17 Tata Global Beverages Ltd(Tata Tea) Annual General Meeting Management Issue Non-Convertible Debentures upto Rs.4.5 bn on private placement basis For For The proposed issuance will be carved out of the company’s Rs.12 bn borrowing limit, which was approved by

shareholders in 2014 AGM.

18-Aug-17 Lic Housing Finance Ltd Annual General Meeting Management Adoption of Financial Statements. For For Routine resolution

18-Aug-17 Lic Housing Finance Ltd Annual General Meeting Management Declaration of dividend on the equity shares. For For Positive for shareholders

18-Aug-17 Lic Housing Finance Ltd Annual General Meeting Management Re-appointment of Ms. Usha Sangwan (DIN 02609263) as a Director. For For Reappointment

18-Aug-17 Lic Housing Finance Ltd Annual General Meeting Management Ratification of continuation of M/s. Chokshi & Chokshi, LLP and M/s. Shah

Gupta & Co. as Joint Statutory Auditors of the Company.


18-Aug-17 Lic Housing Finance Ltd Annual General Meeting Management Issue Redeemable Non-Convertible Debentures. For For Positive for business growth

18-Aug-17 Lic Housing Finance Ltd Annual General Meeting Shareholder Appointment of Shri Vinay Sah as Managing Director & CEO of the Company. For For No Concern has been identified

18-Aug-17 Lic Housing Finance Ltd Annual General Meeting Shareholder Appointment of Jagdish Capoor as an additional Director of the Company For For No Concern has been identified

18-Aug-17 Lic Housing Finance Ltd Annual General Meeting Shareholder Appointment of Ms. Savita Singh as Non-Executive Director of the Company. For For No Concern has been identified

18-Aug-17 Manappuram Finance Limited Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017


18-Aug-17 Manappuram Finance Limited Annual General Meeting Management To confirm three interim dividends of Rs. 0.5 per share each, aggregating to Rs.

1.50 per share of face value Rs. 2 each


18-Aug-17 Manappuram Finance Limited Annual General Meeting Management To reappoint E.A. Kshirsagar (DIN:00121824) as director liable to retire rotation For For Routine resolution

18-Aug-17 Manappuram Finance Limited Annual General Meeting Management To appoint Deloitte Haskins and Sells LLP as statutory auditors for a period of

five years


18-Aug-17 Manappuram Finance Limited Annual General Meeting Management To reappoint V.P. Nandakumar (DIN:00044512) as MD & CEO for five years

from 28 July 2017 and to fix his remuneration


18-Aug-17 Manappuram Finance Limited Annual General Meeting Management To issue secured redeemable Non-Convertible Debentures up to Rs. 30 bn on

private placement basis


18-Aug-17 Hindustan Zinc Ltd. Annual General Meeting Management Adopt the Audited Financial Statements For Abstain Routine proposal

18-Aug-17 Hindustan Zinc Ltd. Annual General Meeting Management Ratification of special dividend and interim dividend For For Dividend for shareholders

18-Aug-17 Hindustan Zinc Ltd. Annual General Meeting Management Reappoint Navin Agarwal as Non-Executive Non-Independent Director For For In line with statutory requirements

18-Aug-17 Hindustan Zinc Ltd. Annual General Meeting Management Ratify S R Batliboi & Co LLP as statutory auditors for one year and fix their

remuneration


18-Aug-17 Hindustan Zinc Ltd. Annual General Meeting Management Ratify remuneration of Rs. 180,000 payable to KG Goyal & Company as cost

auditors for FY18


18-Aug-17 Hindustan Zinc Ltd. Annual General Meeting Management Pay upto 1% of net profit as commission to Non-Executive directors for five

years beginning 1 April 2017


19-Aug-17 Mangalore Refinery And

Petrochemicals Limited


ended 31 March 2017




Annual General Meeting Management Reappoint Vinod S. Shenoy as Non-Executive Non-Independent Director For For Vinod Shenoy is a chemical engineer and a Director of Ministry of Petroleum and Natural Gas. His reappointment

is in line with all statutory requirements.



Annual General Meeting Management Declare dividend of Rs.6 per equity share of face value of Rs.10 each For For Good for equity shareholders



Annual General Meeting Management Authorize the Board to fix the remuneration of statutory auditors for FY2017-18

appointed by the Comptroller and Auditor General of India (CAG)

For For For state-owned enterprises, the auditors are appointed by the Comptroller and Auditor General (CAG) of India.

Their remuneration, however, is decided by the board and approved by shareholders. Audit fees in FY17

aggregated Rs.4.4 mn (not including reimbursements), which is reasonable given the size of the company. We

expect the board to remain judicious in deciding audit fees.



Annual General Meeting Shareholder Appoint Ms. Manjula C as Independent Director for three years beginning 31

January 2017

For For Ms. Manjula Cheluvegowda is a practicing advocate at the High Court of Karnataka. Her appointment is in line






Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)






Annual General Meeting Management Approve remuneration of Rs.195,000 payable to Bandyopadhyaya Bhaumik &

Co, cost auditors for FY18


operations.



Annual General Meeting Management Issue Non-Convertible Debentures upto Rs.30 bn on private placement basis For For The proposed issuance will be carved out of the company’s Rs.250 bn borrowing limit, which was approved by

shareholders in the July 2015 AGM.

21-Aug-17 Solar Industries India Limited Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For Abstain Routine proposal

21-Aug-17 Solar Industries India Limited Annual General Meeting Management Confirm interim dividend and declare final dividend. For For Dividend for shareholders

21-Aug-17 Solar Industries India Limited Annual General Meeting Management To appoint a Director in place of Mr. Kailashchandra Nuwal (DIN: 00374378),

who retires by rotation, and being eligible, offers himself for re-appointment.


21-Aug-17 Solar Industries India Limited Annual General Meeting Management Appointment of Statutory Auditors of the Company. For For In line with statutory requirements

21-Aug-17 Solar Industries India Limited Annual General Meeting Shareholder Re-appointment of Shri Roomie Dara Vakil (DIN: 00180806) as an Executive



21-Aug-17 Solar Industries India Limited Annual General Meeting Management Ratification of Cost Auditor's Remuneration. For For In line with statutory requirements

21-Aug-17 Indo Count Industries Ltd Annual General Meeting Management Adoption of standalone financial statements for the year ended 31 March 2017 For For This is a standard resolution.

21-Aug-17 Indo Count Industries Ltd Annual General Meeting Management Adoption of consolidated financial statements for the year ended 31 March

2017


21-Aug-17 Indo Count Industries Ltd Annual General Meeting Management Confirm interim dividend of Rs.0.4 per equity share (face value of Rs.2.0) For For Indo Count Industries paid an interim dividend of Rs. 0. 4/- during the year and has proposed a final dividend of

Rs. 0. 4/- per equity share. The total dividend for FY17 is Rs. 0. 8/- per share, while it was Rs. 0. 4/- in FY16. The

total dividend outflow (including dividend tax for FY17) is Rs. 0. 2 bn, and the dividend payout ratio is 8. 4%.

21-Aug-17 Indo Count Industries Ltd Annual General Meeting Management Declare final dividend of Rs.0.4 per equity share (face value of Rs.2.0) For For Indo Count Industries paid an interim dividend of Rs. 0. 4/- during the year and has proposed a final dividend of

Rs. 0. 4/- per equity share. The total dividend for FY17 is Rs. 0. 8/- per share, while it was Rs. 0. 4/- in FY16. The

total dividend outflow (including dividend tax for FY17) is Rs. 0. 2 bn, and the dividend payout ratio is 8. 4%.

21-Aug-17 Indo Count Industries Ltd Annual General Meeting Management Reappoint Kailash R. Lalpuria (DIN: 00059758) as Director For For He retires by rotation and his reappointment is in line with all the statutory requirements.

21-Aug-17 Indo Count Industries Ltd Annual General Meeting Management Appoint Suresh Kumar Mittal & Co. as statutory auditors for a term of five years


For Abstain Suresh Kumar Mittal & Co. Is replacing B. K. Shroff & Co. As the statutory auditors. It is a north-based firm of

chartered accountants with three partners. The three partners do not have sufficient experience to undertake

the audit of a listed company.

21-Aug-17 Indo Count Industries Ltd Annual General Meeting Management To charge fees from shareholders in advance for the dispatch of documents in




become a deterrent for shareholders to seek information.

21-Aug-17 Minda Corporation Limited Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine Resolution

21-Aug-17 Minda Corporation Limited Annual General Meeting Management Declare dividend on 0.24 mn, 0.001% cumulative preference shares (face value

Rs. 800.0) for FY17

For For Good practice to share profits

21-Aug-17 Minda Corporation Limited Annual General Meeting Management To confirm interim dividend of Re, 0.2/- and declare final dividend of Re. 0.3/-


For For Good practice to share profits

21-Aug-17 Minda Corporation Limited Annual General Meeting Management Reappoint Sudhir Kashyap (DIN: 06573561) as an Executive Director For For His reappointment is in line with all the statutory requirements.

21-Aug-17 Minda Corporation Limited Annual General Meeting Management Ratify reappointment of BSR & Co. LLP as statutory auditors for FY18 and fix

their remuneration

For For Their appointment is in line with all the statutory requirements

21-Aug-17 Minda Corporation Limited Annual General Meeting Management Approve remuneration of Rs. 0.4 mn for Chandra Wadhwa & Co. as cost

auditors for FY18


21-Aug-17 Minda Corporation Limited Annual General Meeting Shareholder Appoint Pratima Ram (DIN: 03518633) as an Independent Director for five

years, w.e.f. 10 November 2016

For For Ms. Pratima Ram, 66, did her Masters’ from University of Virginia and graduated from Bangalore University. She

is currently an Advisor for India Infoline Finance Ltd. She is also on the board of Havells India ltd., Suzlon Energy

Ltd. and Deccan Gold Mines Ltd.

21-Aug-17 Minda Corporation Limited Annual General Meeting Management Reappoint Laxman Ramnarayan (DIN: 03033960) as a Non-Executive Non-


For For Till now, Laxman Ramnarayan, 49, represented the board as a nominee of Kotak Private Equity. He resigned from

his role in Kotak in March 2017 and was appointed as the Group Finance Head in Minda. The company proposes

now proposes to appoint him as a Non-Executive Non-Independent Director. His appointment meets all


21-Aug-17 Motherson Sumi Systems Ltd. Annual General Meeting Management Adoption of standalone & consolidated financial statements for the year ended

31 March 2017


21-Aug-17 Motherson Sumi Systems Ltd. Annual General Meeting Management To confirm interim dividend of Rs. 2.0 per equity share (face value Re.1.0) as

final dividend


21-Aug-17 Motherson Sumi Systems Ltd. Annual General Meeting Management Reappoint Pankaj Mittal as Director liable to retire by rotation For For Pankaj Mittal is the Chief Operating Officer of MSSL. He retires by rotation, and his reappointment is in line with


21-Aug-17 Motherson Sumi Systems Ltd. Annual General Meeting Management Appoint S.R. Batliboi & Co. LLP as statutory auditors for a period of five years For For The appointment is in line with Voting Policy on Auditor appointment and with the provisions of Section 139 of

the Companies Act 2013.

21-Aug-17 Motherson Sumi Systems Ltd. Annual General Meeting Management To reappoint Pankaj Mital as Chief Operating Officer from 1 April 2017 till 30

September 2021


21-Aug-17 Motherson Sumi Systems Ltd. Annual General Meeting Management Approve remuneration of Rs.1.25 mn for M. R. Vyas and Associates as cost

auditors for FY18



22-Aug-17 Larsen & Toubro Ltd Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine Resolution

22-Aug-17 Larsen & Toubro Ltd Annual General Meeting Management Approve final dividend of Rs.21 per share (pre-bonus) of face value Rs.2.0 each For For The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs. 22. 8 bn. The dividend

payout ratio for FY17 was 41. 7%

22-Aug-17 Larsen & Toubro Ltd Annual General Meeting Management Reappoint Sushobhan Sarker as a Director For For Sushobhan Sarker (DIN: 00088276) is a nominee director of Life Insurance Corporation of India (LIC). He retires

by rotation and his reappointment is in line with the statutory requirements

22-Aug-17 Larsen & Toubro Ltd Annual General Meeting Management Reappoint Shailendra Roy as a Director For For Shailendra Roy (DIN: 02144836) is Senior Executive VP (Power, Heavy Engineering & Defence) in

L&T. He retires by rotation and his reappointment is in line with the statutory requirements

22-Aug-17 Larsen & Toubro Ltd Annual General Meeting Management Reappoint R. Shankar Raman as a Director For For R. Shankar Raman (DIN: 00019798) is the CFO of L&T. He retires by rotation and his






Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




22-Aug-17 Larsen & Toubro Ltd Annual General Meeting Shareholder Reappoint Subodh Bhargava as an Independent Director for five years w.e.f 30

March 2017


22-Aug-17 Larsen & Toubro Ltd Annual General Meeting Management Reappoint S. N. Subrahmanyan as CEO & MD for a period of five years w.e.f 1

July 2017 and fix his remuneration

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 remuneration of Rs. 287. 3 mn is high, but comparable to index peers. We also

recognize that he is a seasoned professional, with years of experience working in L&T and the infrastructure

domain. His expertise and leadership will be beneficial for the company. To provide shareholders more clarity on

his final remuneration, the company should have capped his variable pay in absolute terms. Further, he has been

granted stock options from other group companies during the year, the aggregate value of which amounts to

~Rs. 300 mn

(taking his overall pay in FY17 to ~Rs. 537 mn). Shareholders must be provided more clarity on

such grants in the future for them to make a more informed decision on his overall

remuneration across the group

22-Aug-17 Larsen & Toubro Ltd Annual General Meeting Shareholder Appoint Jayant Damodar Patil as a Director For For Jayant Damodar Patil (DIN: 00090360) is Senior Executive VP (Defence) in L&T. His appointment is in line with

the statutory requirements. After his appointment (along with Arvind Gupta), the board size increases to 22

members. With such a large board size, consensus on many critical issues may be difficult to achieve

22-Aug-17 Larsen & Toubro Ltd Annual General Meeting Shareholder Appoint Arvind Gupta as a Director For For Arvind Gupta (DIN: 01252184) is a nominee director of SUUTI. His appointment is in line with the statutory

requirements. After his appointment (along with Jayant Damodar Patil), the board size increases to 22 members.

With such a large board size, consensus on many critical issues may be difficult to achieve

22-Aug-17 Larsen & Toubro Ltd Annual General Meeting Management Appoint Jayant Damodar Patil as Whole Time Director for a period of five years

w.e.f 1 July 2017 and fix his remuneration

For For His proposed pay of Rs. 73. 8 mn is in line with similar sized peers and is commensurate with the

size and scale of operations. To provide shareholders more clarity on his final remuneration, the

company should have capped his variable pay in absolute terms

22-Aug-17 Larsen & Toubro Ltd Annual General Meeting Management Raise funds by issuance of NCD or equity shares 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 xpansion plans.

22-Aug-17 Larsen & Toubro Ltd Annual General Meeting Management Approve issuance of non-convertible debentures (NCDs) of up to Rs.60 bn 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)

22-Aug-17 Larsen & Toubro Ltd Annual General Meeting Management Ratify appointment of Deloitte Haskins & Sells as statutory auditors for FY18 For For Deloitte Haskins & Sells LLP was appointed as auditors in FY16. The ratification of their appointment is in line

with the statutory requirements

22-Aug-17 Larsen & Toubro Ltd Annual General Meeting Management Approve remuneration of Rs. 1.2 mn for R. Nanabhoy & Co. as cost auditors for

FY18

For For In line with industry standards

22-Aug-17 Larsen & Toubro Ltd Court Meeting Management Approve amalgamation of Spectrum Infotech Private Limited (SIPL), a wholly

owned subsidiary, with L&T

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.

22-Aug-17 Tata Motors Ltd. Annual General Meeting Management a. Adoption of standalone financial statements for the year ended 31 March


March 2017


22-Aug-17 Tata Motors Ltd. Annual General Meeting Management Reappoint Dr. Ralph Speth (DIN: 03318908) as a Non-Executive Non-


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


22-Aug-17 Tata Motors Ltd. Annual General Meeting Management Appoint BSR & Co. LLP as statutory auditors for a period of five years and fix

their remuneration

For For BSR & Co. LLP’s appointment is in line with Voting Guidelines on Auditor (Re)appointments and with the


22-Aug-17 Tata Motors Ltd. Annual General Meeting Shareholder Appoint Natarajan Chandrasekaran (DIN: 00121863) as a Non-Executive Non-


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 requirements.

22-Aug-17 Tata Motors Ltd. Annual General Meeting Shareholder Appoint Om Prakash Bhatt (DIN: 00548091) as an Independent Director for five

years, w.e.f. 9 May 2017

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 Ltd. and Standard

Chartered PLC, UK. His appointment meets all statutory requirements.

22-Aug-17 Tata Motors Ltd. Annual General Meeting Management Reappoint Satish Borwankar (DIN: 00004695) as an Executive Director and COO

for two years, w.e.f. 16 July 2017

For For Satish Borwankar, 65, has been on the board of Tata Motors for past five years. The proposed remuneration is

likely to range between Rs. 29.0 mn and Rs. 45.8 mn, which is commensurate with the size and complexity of the

business, and comparable to peers.The disclosures made by Tata Motors are superior to the disclosures made in

similar resolutions by other companies. We encourage other companies to emulate such disclosure levels.

22-Aug-17 Tata Motors Ltd. Annual General Meeting Management Approve remuneration of Rs. 0.5 mn for Mani & Co. as cost auditors for FY18 For For The total remuneration proposed is reasonable compared to the size and scale of the company’s operations.

22-Aug-17 Tata Motors Ltd. Annual General Meeting Management Issuance of Non-Convertible Debentures (NCDs) on a private placement basis

upto Rs. 30.0 bn

For For The NCDs a within the overall borrowing limit of Rs. 300.0 bn, for tenors ranging between 2 to 10 years and

expected borrowing rate will be lower than 1-year MCLR rate of SBI (currently 8.0%) plus a spread of 100 bps.

22-Aug-17 Multi Commodity Exchange Of India

Limited

Annual General Meeting Management Adoption of Financial Statements For Abstain Routine proposal


Limited

Annual General Meeting Management Declaration of Dividend For For Dividend for shareholders





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)





Limited

Annual General Meeting Management Re-appointment of Mr. Amit Goela as director, liable to retire by rotation For For In line with statutory requirements


Limited

Annual General Meeting Management Re-appointment of Ms. Padma Raghunathan as director, liable to retire by

rotation



Limited

Annual General Meeting Management Ratification of appointment of Statutory Auditors For For In line with statutory requirements

22-Aug-17 Tata Motors Ltd.- Dvr Annual General Meeting Management a. Adoption of standalone financial statements for the year ended 31 March


March 2017


22-Aug-17 Tata Motors Ltd.- Dvr Annual General Meeting Management Reappoint Dr. Ralph Speth (DIN: 03318908) as a Non-Executive Non-


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


22-Aug-17 Tata Motors Ltd.- Dvr Annual General Meeting Management Appoint BSR & Co. LLP as statutory auditors for a period of five years and fix

their remuneration

For For BSR & Co. LLP’s appointment is in line with Voting Guidelines on Auditor (Re)appointments and with the


22-Aug-17 Tata Motors Ltd.- Dvr Annual General Meeting Shareholder Appoint Natarajan Chandrasekaran (DIN: 00121863) as a Non-Executive Non-


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 requirements.

22-Aug-17 Tata Motors Ltd.- Dvr Annual General Meeting Shareholder Appoint Om Prakash Bhatt (DIN: 00548091) as an Independent Director for five


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 Ltd. and Standard

Chartered PLC, UK. His appointment meets all statutory requirements.

22-Aug-17 Tata Motors Ltd.- Dvr Annual General Meeting Management Reappoint Satish Borwankar (DIN: 00004695) as an Executive Director and COO

for two years, w.e.f. 16 July 2017

For For Satish Borwankar, 65, has been on the board of Tata Motors for past five years. The proposed remuneration is

likely to range between Rs. 29.0 mn and Rs. 45.8 mn, which is commensurate with the size and complexity of the

business, and comparable to peers.The disclosures made by Tata Motors are superior to the disclosures made in

similar resolutions by other companies. We encourage other companies to emulate such disclosure levels.

22-Aug-17 Tata Motors Ltd.- Dvr Annual General Meeting Management Approve remuneration of Rs. 0.5 mn for Mani & Co. as cost auditors for FY18 For For The total remuneration proposed is reasonable compared to the size and scale of the company’s operations.

22-Aug-17 Tata Motors Ltd.- Dvr Annual General Meeting Management Issuance of Non-Convertible Debentures (NCDs) on a private placement basis

upto Rs. 30.0 bn

For For The NCDs a within the overall borrowing limit of Rs. 300.0 bn, for tenors ranging between 2 to 10 years and

expected borrowing rate will be lower than 1-year MCLR rate of SBI (currently 8.0%) plus a spread of 100 bps.

23-Aug-17 Bayer Crop Science Ltd Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine resolution

23-Aug-17 Bayer Crop Science Ltd Annual General Meeting Management Approve dividend of Rs.17 per share of face value Rs.10.0 each For For The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs.0.7 bn.The dividend


23-Aug-17 Bayer Crop Science Ltd Annual General Meeting Management Reappoint Peter Mueller as a Director For For Peter Mueller (DIN: 03582162) is the Finance Head of Bayer AG (holding company). He has attended four out of

five board meetings (80%) in FY17. We expect directors to take theirresponsibilities seriously and attend all

meetings.

23-Aug-17 Bayer Crop Science Ltd Annual General Meeting Management Appoint Deloitte Haskins & Sells LLP as statutory auditors for a period of five


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


23-Aug-17 Bayer Crop Science Ltd Annual General Meeting Shareholder Appoint Ms. Miriam Colling-Hendelkens as a Director For For Ms. Miriam Colling-Hendelkens (DIN: 07839649) is the Patents Head of Bayer Group. Her appointment is in line


23-Aug-17 Bayer Crop Science Ltd Annual General Meeting Management Approve remuneration of Rs. 0.55 mn for D. C. Dave & Co as cost auditors for

FY18


operations.

23-Aug-17 Bayer Crop Science Ltd Annual General Meeting Management Approve related party transactions with Bayer AG aggregating up to Rs.18 bn

each year

For For In the 2015 AGM, the company had taken shareholder approval to enter into related party transactions

(pertaining primarily to purchase and sale of goods) with Bayer Cropscience AG(BCS AG) aggregating up to Rs.18

bn each financial year.

23-Aug-17 Bayer Crop Science Ltd Annual General Meeting Management Approve related party transactions with Bayer Vapi Private Ltd (BVPL)

aggregating up to Rs.6 bn each year

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.

23-Aug-17 Tata Power Company Ltd Annual General Meeting Management Adoption of standalone financial statements for the year ended 31 March 2017 For For Routine resolution

23-Aug-17 Tata Power Company Ltd Annual General Meeting Management Adoption of consolidated financial statements for the year ended 31 March

2017


23-Aug-17 Tata Power Company Ltd Annual General Meeting Management Declare dividend of Rs.1.3 per equity share (face value of Re.1.0 per share) For For The company proposes to pay a total dividend of Rs.1.3 per equity share carrying a face value of Re.1.0 each. The

total dividend (including dividend tax) amounts to Rs.4.2 bn. For FY17, the dividend payout ratio is 149.3%.

23-Aug-17 Tata Power Company Ltd Annual General Meeting Management Reappoint Ms. Sandhya S. Kudtarkar as a Non-Executive Non-Independent

Director

For For Ms. Sandhya Kudtarkar is the Senoir Vice President - Legal Services of Tata Services Limited. She retires by

rotation and her reappointment is in line with all statutory requirements.

23-Aug-17 Tata Power Company Ltd Annual General Meeting Management Appoint SRBC & Co. LLP as statutory auditors for five years and fix their

remuneration

For For SRBC & Co. LLP will replace Deloitte Haskins & Sells as the statutory auditors. Their appointment is in line with all


23-Aug-17 Tata Power Company Ltd Annual General Meeting Shareholder Appoint N. Chandrasekaran (DIN: 00121863) as a Non-Executive Non


For For N Chandrasekaran is the Chairperson of Tata Sons Limited – the holding company. His appointment is in line with


23-Aug-17 Tata Power Company Ltd Annual General Meeting Shareholder Appoint S. Padmanabhan (DIN: 00306299) as a Non-Executive Non-


For For S. Padmanabhan was appointed as an Additional Director from 16 December 2016. He is Head of Group Human

Resources for Tata Sons. His appointment is in line with the statutory requirements.

23-Aug-17 Tata Power Company Ltd Annual General Meeting Shareholder Appoint Ms. Anjali Bansal (DIN: 00207746) as an Independent Director for a

period of five years from 14 October 2016

For For Ms. Anjali Bansal was appointed as an Additional Director from 14 October 2016. She is the former Global

Partner and Managing Director of TPG Private Equity. Her appointment is in line with the statutory

requirements.

23-Aug-17 Tata Power Company Ltd Annual General Meeting Shareholder Appoint Ms. Vibha Padalkar (DIN: 01682810) as an Independent Director for a


For For Ms. Vibha Padalkar was appointed as an Additional Director from 14 October 2016. She is the Executive Director

and Chief Financial Officer at HDFC Standard Life Insurance Company Limited. Her appointment is in line with the






Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




23-Aug-17 Tata Power Company Ltd Annual General Meeting Shareholder Appoint Sanjay V. Bhandarkar (DIN: 01260274) as an Independent Director for a


For For Sanjay V. Bhandarkar was appointed as an Additional Director from 14 October 2016. He is Former Managing

Director of Rothschild’s Investment Banking operations in India. His appointment is in line with the statutory

requirements.

23-Aug-17 Tata Power Company Ltd Annual General Meeting Shareholder Appoint K. M. Chandrasekhar (DIN: 06466854) as an Independent Director for a

period of five years from 4 May 2017

For For K. M. Chandrasekhar was appointed as an Additional Director from 4 May 2017. He is the former Vice-Chairman,

Kerala State Planning Board with rank of Cabinet Minister of the State. His appointment is in line with the


23-Aug-17 Tata Power Company Ltd Annual General Meeting Management Reappoint Ashok S. Sethi as COO and Executive Director for the period from 1

April 2017 to 30 April 2019 and fix his remuneration

For For Ashok S. Sethi has worked with the company for the last 41 years in various roles after completing his B. Tech

from IIT Kharagpur. His proposed remuneration, estimated at Rs. 39.4 mn (subject to annual increments), is in

line with peers and commensurate with the size and complexities of his responsibilities. As a good practice,

companies must consider setting a cap in absolute amounts on the remuneration that will be paid to executive

directors.

23-Aug-17 Tata Power Company Ltd Annual General Meeting Management Revision in terms of remuneration of Anil Sardana as CEO and MD from 1 April

2018

For For The proposed remuneration, estimated at Rs. 97.5 mn (subject to annual increments), is in line with peers and

commensurate with the size and complexities of his responsibilities. As a good practice, companies must

consider setting a cap in absolute amounts on the remuneration that will be paid to executive directors.

23-Aug-17 Tata Power Company Ltd Annual General Meeting Management Approve private placement of Non-Convertible Debentures upto an amount of

Rs.70 bn

For For The issuance of debt securities on private placement basis will be within the overall borrowing limit of the

company. The funds will be used for capex requirements, refinancing various instruments and long-term

repayments.

23-Aug-17 Tata Power Company Ltd Annual General Meeting Management To increase the authorised share capital to Rs. 5.79 bn from Rs. 5.29 bn For For The present authorized share capital is Rs. 5.29 bn divided into 3 bn equity shares of Re. 1 each and 22.9 mn

Cumulative Redeemable Preference Shares of Rs.100 each and the paid-up capital is Rs. 2.7 bn. The company in

order to reduce leverage may issue securities. The company proposes to increase the authorized share capital to

Rs. 5.79 bn by creating 0.5 bn additional equity shares of Re. 1 each.

23-Aug-17 Tata Power Company Ltd Annual General Meeting Management To alter the Memorandum of Association on account of increase the authorised

share capital

For For The company proposes to alter the Capital Clause of the Memorandum of Association to reflect the increase in

the authorised share capital.

23-Aug-17 Tata Power Company Ltd Annual General Meeting Management Authorize the board to appoint branch auditors For For The company seeks shareholder permission to authorize the Board of Directors of the Company to appoint

branch auditors in consultation with the Company's Auditors and fix their remuneration for its branches outside

India

23-Aug-17 Tata Power Company Ltd Annual General Meeting Management Ratify remuneration of Rs 650,000 (plus service tax and out of pocket expenses)

for Sanjay Gupta and Associates as cost auditors for the financial year ending 31

March 2018

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

23-Aug-17 Kpit Technologies Limited Annual General Meeting Management Adoption of standalone financial statements for the year ended 31 March 2017 For For Routine proposal.

23-Aug-17 Kpit Technologies Limited Annual General Meeting Management Adoption of consolidated financial statements for the year ended 31 March

2017


23-Aug-17 Kpit Technologies Limited Annual General Meeting Management To declare final dividend of Rs.2.2 per share of face value Rs.2.0 For For The total dividend outflow including dividend tax for FY17 is Rs. 0. 5 mn. The dividend payout ratio is 30. 5%.

23-Aug-17 Kpit Technologies Limited Annual General Meeting Management Reappoint SB (Ravi) Pandit (DIN: 00075861) as an Executive Director 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 requirements.

23-Aug-17 Kpit Technologies Limited Annual General Meeting Management To Ratify B S R & Co LLP’s appointment as statutory auditors and fix

remuneration

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 our Voting Policy on Auditor

(Re)Appointment and follows the spirit of Section 139 of the Companies Act, 2013.

23-Aug-17 Kpit Technologies Limited Annual General Meeting Management Reappoint Ms. Lila Poonawalla (DIN: 00074392) as an Independent Director for

five years from 1 April 2017

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 requirements. Ms. Lila Poonawalla has been associated with the company for nine

years: reappointing her for another five years will result in a cumulative tenure of over 10 years. We believe that

the tenure of directors is inversely proportionate to their independence. We will consider her as non-

independent once she crosses tenure of 10 years.

23-Aug-17 Kpit Technologies Limited Annual General Meeting Management Reappoint Dr. RA Mashelkar (DIN: 00074119) as an Independent Director for


For Abstain Dr. RA Mashelkar has attended 67% of the board meetings held in FY17 and over a three-year period. We expect

directors to take their responsibilities seriously and attend all meetings.

23-Aug-17 Kpit Technologies Limited Annual General Meeting Management Reappoint Adi Engineer (DIN: 00016320) as an Independent Director for five

years from 1 April 2017

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

requirements.

23-Aug-17 Kpit Technologies Limited Annual General Meeting Management Reappoint Prof. Alberto Vincentelli (DIN: 05260121) as an Independent Director

for five years from 1 April 2017

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 requirements.

23-Aug-17 City Union Bank Ltd. Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017. For For Routine resolution

23-Aug-17 City Union Bank Ltd. Annual General Meeting Management Declare equity dividend of Rs. 0.3 per share (Face Value: Rs. 1). For For Positive for shareholders

23-Aug-17 City Union Bank Ltd. Annual General Meeting Management Reappoint Justice (Retd.) S.R. Singharavelu (DIN 03022233) as director liable to

retire by rotation.


23-Aug-17 City Union Bank Ltd. Annual General Meeting Management To appoint M/s. Sundaram & Srinivasan as statutory auditors for one year. For For Routine Resolution

23-Aug-17 City Union Bank Ltd. Annual General Meeting Management To appoint branch auditors and fix their remuneration. For For Routine resolution

23-Aug-17 City Union Bank Ltd. Annual General Meeting Management To appoint Dr. N. Kamakodi (DIN 02039618) as the Managing Director & CEO

for a period of three years from 1 May 2017 and to fix his remuneration.


23-Aug-17 City Union Bank Ltd. Annual General Meeting Shareholder Appoint Subramaniam Narayanan (DIN00166621) as Independent Director for a

period of five years from 23 August 2017.

For For No concerns has been identified

23-Aug-17 City Union Bank Ltd. Annual General Meeting Management Appointment of Shri. R. Mohan (DIN 06902614)as Independent Director on the

Board






Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




23-Aug-17 City Union Bank Ltd. Annual General Meeting Management Approve payment of commission to non-executive directors (other than the

chairman) for FY17.

For For Routine resolution.

23-Aug-17 City Union Bank Ltd. Annual General Meeting Management Approval for raising capital through QIP for an amount not exceeding Rs 5 bn. For For Positive for capital ratios.

23-Aug-17 City Union Bank Ltd. Annual General Meeting Management Approval for Employee Stock Option scheme ‘CUBESOS-2017’ For For Routine resolution.

23-Aug-17 Irb Infrastructure Developers Ltd Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine business

23-Aug-17 Irb Infrastructure Developers Ltd Annual General Meeting Management Confirm two interim dividends aggregating to Rs. 5 per equity share of Rs.10

each

For For The company seeks to confirm two interim dividends aggregating to Rs. 5 paid during FY17. The total dividend

outgo on account of dividend payment (including dividend tax) is Rs. 1,757.3 mn. The dividend payout ratio is

86.4%

23-Aug-17 Irb Infrastructure Developers Ltd Annual General Meeting Management Reappoint Sudhir Rao Hoshing (DIN02460530) as director liable to retire by

rotation

For For Sudhir Rao Hoshing is the Joint Managing Director of the company. His reappointment is in line with all statutory

requirements

23-Aug-17 Irb Infrastructure Developers Ltd Annual General Meeting Management Ratify Gokhale & Sathe as statutory auditors for a period of one year For For The company appointed Gokhale & Sathe as joint statutory auditor in 2015 AGM to take charge as statutory

auditors from SR Batliboi & Co., who were the company’s statutory auditors for the past 11 years. The

ratification is in line with our Voting Policy and provisions of Section 139 of the Companies Act 2013

23-Aug-17 Irb Infrastructure Developers Ltd Annual General Meeting Management Appoint B S R & Co. LLP as statutory auditors for a period of five years For For The company also proposes to appoint B S R & Co. LLP (KPMG audit network) as joint statutory auditors with

Gokhale & Sathe. The appointment is in line with our Voting Policy and provisions of Section 139 of the

Companies Act 2013

23-Aug-17 Irb Infrastructure Developers Ltd Annual General Meeting Management Appoint Mukeshlal Gupta (DIN 02121698) as Joint Managing Director for five

years from 30 May 2017

For For Routine business

23-Aug-17 Irb Infrastructure Developers Ltd Annual General Meeting Management Reappoint Virendra D. Mhaiskar (DIN 00183554) as Managing Director for five

years from 07 September 2017

For For Virendra D Mhaiskar belongs to the promoter group and is the Chairperson and Managing Director. Till May

2016, his entire remuneration was borne by the company’s wholly owned subsidiary - Modern Road Makers Pvt.

Ltd. For FY17 his remuneration from IRB Infra was ~Rs 142.9 mn. His proposed remuneration cannot be clearly

ascertained as the company has not capped the absolute amount of commission G I F V T www.iias.in Voting

Advisory August 2017 IRB Infrastructure Developers Limited 2 # Type1 Description of resolution IiAS

Recommendation See Legend payable, which could be upto 3% of the net profits. Based on past trends, we

estimate proposed remuneration at ~Rs 174.3 mn, which is not commensurate with the size and performance of

the company

23-Aug-17 Irb Infrastructure Developers Ltd Annual General Meeting Management Option to lenders for conversion of loans / or interest payable into fully paid -up

equity shares in the event of default

For For Lenders typically insist on having a clause for conversion of debt into equity to safeguard their interests in case of

default or inability to pay by the company. Also, these clauses are also incorporated to enable Corporate Debt

Restructuring (CDR) or Strategic Debt Restructuring (SDR) schemes that the lenders might choose to invoke, in

case of default. While the dilution to minority shareholders could be high if all loans are converted to equity,

such a provision will enable the company to raise long-term debt

23-Aug-17 Irb Infrastructure Developers Ltd Annual General Meeting Management Ratify Rs. 100,000 paid to Ms. Netra Shashikant Apte, Cost accountant as cost

auditor for FY17

For For The remuneration of Rs. 100,000 is reasonable compared to the size and scale of operations

23-Aug-17 Talwalkars Better Value Fitness Postal Ballot Management Special resolution for Issuance of Equity Shares on preferential basis to

promoter group

For Abstain The object of the issue is to finance the short term and long term working capital requirement of the business on

one hand and to support the future growth plans of the Company, on the other. The proposed issue of 13,00,000

equity shares will lead to dilution of 2.60% dilution in the shareholding of existing public shareholders. Since

public is not given an option abstaining from vote.

23-Aug-17 Talwalkars Better Value Fitness Postal Ballot Management Special resolution to approve increase in borrowing limits of the Company For For No concern is identified regarding the proposed resolution.

23-Aug-17 Talwalkars Better Value Fitness Postal Ballot Management Special resolution to approve creation of charges on the movable and

immovable properties of the Company in respect of the borrowings.

For For No concern is identified regarding the proposed resolution

23-Aug-17 Talwalkars Better Value Fitness Postal Ballot Management Issue Of Non-Convertible Debentures For For Further, the proposed issue will have no dilution in the shareholding of existing shareholders of the Company as

the debt securities are non-convertible in nature

24-Aug-17 Sundram Fasteners Ltd Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine Resolution

24-Aug-17 Sundram Fasteners Ltd Annual General Meeting Management Declare final dividend of Rs. 2.8/- per equity share (face value Re. 1.0) for FY17 For For Good practice to distribute part of profits to shareholders; income for the fund.

24-Aug-17 Sundram Fasteners Ltd Annual General Meeting Management Reappoint Ms. Arundhati Krishna (DIN: 00270935) as an Executive Director 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 requirements.

24-Aug-17 Sundram Fasteners Ltd Annual General Meeting Management Appoint BSR & Co. LLP as statutory auditors for a period of five years and fix

their remuneration

For For BSR & Co. LLP’s appointment is in line with our Voting Guidelines on Auditor (Re)appointment and with the


24-Aug-17 Sundram Fasteners Ltd Annual General Meeting Management Approve remuneration of Rs. 0.4 mn for P Raju Iyer as cost auditors for FY18 For For The total remuneration proposed is reasonable compared to the size and scale of the company’s operations.

24-Aug-17 Chennai Petroleum Corporation

Limited

Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine resolution


Limited

Annual General Meeting Management Declare dividend of Rs.0.6 per preference share of Rs.10 each For For The company has 1,000 mn cumulative redeemable preference shares of Rs.10 each issued to Indian Oil

Corporation Limited. The company proposes to pay dividend of 6.65%, i.e. Rs.665 mn as dividend on these

preference shares.


Limited

Annual General Meeting Management Declare dividend of Rs.21 per equity share of face value of Rs.10 each 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.


Limited

Annual General Meeting Management Reappoint S Krishna Prasad as Director, liable to retire by rotation For For S Krishna Prasad (DIN: 03065333) is a Chartered Accountant and Wholetime Director of the company. His



Limited

Annual General Meeting Management Reappoint Sanjeev Singh as Non-Executive Non-Independent Director For For Sanjeev Singh (DIN: 05280701) is the nominee of Indian Oil Corporation of India and Chairperson of the

company. His reappointment is in line with all statutory requirements.





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)





Limited

Annual General Meeting Shareholder Appoint Mrutunjay Sahoo as Independent Director for three years beginning 23

February 2017

For For Mrutunjay Sahoo (DIN: 00015715) is a retired IAS officer and former Special Chief Secretary, Energy Department

of Andhra Pradesh. Although the notice does not disclose the tenure of the appointment, we understand from

the company that such appointments generally have a tenure of three years. His appointment is in line with all



Limited

Annual General Meeting Shareholder Appoint Dr. PB Lohiya as Independent Director for three years beginning 23

February 2017

For For Dr. PB Lohia (DIN: 07741463) is the Chairperson of Indian Academy of Acupuncture Science at Aurangabad.

Although the notice does not disclose the tenure of the appointment, we understand from the company that

such appointments generally have a tenure of three years. His appointment is in line with all statutory

requirements. Nevertheless, given Dr. Lohia’s unrelated experience, the board must explain the rationale

supporting its decision to appoint Dr. Lohia as an Independent Director.


Limited

Annual General Meeting Shareholder Appoint SM Vaidya as Non-Executive Non-Independent Director beginning 23

June 2017

For For SM Vaidya (DIN: 06995642) is the head of Mathura Refinery of Indian Oil Corporation of India and its nominee

director. His appointment is in line with all statutory requirements.


Limited

Annual General Meeting Management Approve remuneration of Rs.200,000 payable to M Krishnaswamy & Associates,



operations.

24-Aug-17 Bajaj Finance Ltd Postal Ballot Management To issue securities to Qualified Institutional Buyers (QIB) through Qualified

Institutional Placement (QIP) for an amount not exceeding Rs 45.0 bn.

For For Positive for capital ratios

24-Aug-17 Nagarjuna Construction Company Ltd Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine matter

24-Aug-17 Nagarjuna Construction Company Ltd Annual General Meeting Management Approve dividend of Rs.0.4 per share of face value Rs.2.0 each For For The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs.0.3 bn. The dividend


24-Aug-17 Nagarjuna Construction Company Ltd Annual General Meeting Management Reappoint J V Ranga Raju as a Director For For In line with statutory requirements

24-Aug-17 Nagarjuna Construction Company Ltd Annual General Meeting Management Reappoint N R Alluri as a Director For For N R Alluri (DIN: 00026723) is part of the promoter group and a non-executive director. He has attended 33% of

the board meetings held in FY17 and 52% over a three-year period. We expect directors to take their

responsibilities seriously and attend all meetings: we support reappointments only if the director has attended at

least 75% of the board meetings held over the previous three-year period

24-Aug-17 Nagarjuna Construction Company Ltd Annual General Meeting Management Appoint S R Batliboi & associates LLP as statutory auditors for a period of five



24-Aug-17 Nagarjuna Construction Company Ltd Annual General Meeting Management Reappoint A A V Ranga Raju as MD for a period of five years w.e.f 1 April 2017


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

24-Aug-17 Nagarjuna Construction Company Ltd Annual General Meeting Management Reappoint A G K Raju as Executive Director for a period of five year s w.e.f 1


For For A G K Raju is part of the promoter group and the initial founding team of NCC. His proposed pay of Rs.34.4 mn is

in line with peers and commensurate with the size and scale of operations. To provide greater clarity to

shareholders, the company should have capped the pay in absolute terms

24-Aug-17 Nagarjuna Construction Company Ltd Annual General Meeting Management Reappoint J V Ranga Rajuas Executive Director for a period of five years w.e.f 1


For For J V Ranga Raju is part of the promoter group and the initial founding team of NCC. His proposed pay of Rs.18.2

mn is in line with peers and commensurate with the size and scale of operations. However, given his poor

attendance levels at board meetings, we are unable to support his reappointment as an Executive Director

24-Aug-17 Nagarjuna Construction Company Ltd Annual General Meeting Management Ratify remuneration of Rs.0.2 mn paid to Vajralingam & Coas cost auditors for

FY17


operations

24-Aug-17 Larsen & Toubro Infotech Limited Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine proposal

24-Aug-17 Larsen & Toubro Infotech Limited Annual General Meeting Management Approve final dividend of Rs.9.7 per share of face value Re.1.0 each For For The total dividend payout (including interim dividend of Rs. 6. 85 per share) for FY17 aggregates to Rs. 3. 4 bn.

The dividend payout ratio for FY17 was 36. 2%.

24-Aug-17 Larsen & Toubro Infotech Limited Annual General Meeting Management Reappoint S. N. Subrahmanyan as a Director For For S. N. Subrahmanyan (DIN: 02255382) is the CEO and MD of L&T (holding company). He retires by rotation and

his reappointment is in line with the statutory requirements.

24-Aug-17 Larsen & Toubro Infotech Limited Annual General Meeting Management Reappoint A. M. Naik as a Director For For A. M. Naik (DIN: 00001514) is the Group Executive Chairperson of L&T. He retires by rotation and his


24-Aug-17 Larsen & Toubro Infotech Limited Annual General Meeting Management Appoint B. K Khare & Co as statutory auditors for a period of five years and fix

their remuneration

For For B. K Khare & Co are replacing Sharp & Tannan as the statutory auditors. The appointment is in line with the


24-Aug-17 Larsen & Toubro Infotech Limited Annual General Meeting Management Reappoint Samir Desai as an Independent Director for a period of four years

w.e.f 1 April 2017

For For Samir Desai (DIN: 01182256) is the former Chief Information Officer of Motorola. He has been on the board since

January 2007. We believe that the length of tenure is inversely proportionate to the independence of a director.

Due to his tenure of over 10 years, we consider him as nonindependent. If the company believes he contributes

to board deliberations, it must consider appointing him as a non-independent director.

24-Aug-17 Larsen & Toubro Infotech Limited Annual General Meeting Management Reappoint M. M. Chitale as an Independent Director for a period of five years

w.e.f 1 April 2017

For Abstain M. M. Chitale (DIN: 00101004) is a chartered accountant and a partner at M. M. Chitale & Co. He has been on

the board of L&T (parent company) since the past 13 years. We believe that the length of tenure is inversely

proportionate to the independence of a director. Due to his prolonged association with the L&T group, we

consider him as non-independent. If the company believes he contributes to board deliberations, it must

consider appointing him as a nonindependent director.

24-Aug-17 Larsen & Toubro Infotech Limited Annual General Meeting Management Appoint Sanjeev Aga as an Independent Director for five years w.e.f 9

November 2016

For For Sanjeev Aga (DIN: 00022065) is the former MD of Aditya Birla Nuvo. His appointment is in line with the statutory

requirements.

24-Aug-17 Larsen & Toubro Infotech Limited Annual General Meeting Management Appoint Sudip Banerjee as an Independent Director for five years w.e.f 20 May

2017

For For Sudip Banerjee (DIN: 05245757) was the CEO of L&T Infotech till May 2011. Given that he has had a sufficient

cooling-off period post his resignation, he may be considered independent. His appointment is in line with the






Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




24-Aug-17 Larsen & Toubro Infotech Limited Annual General Meeting Management Revise basic salary of Sanjay Jalona, CEO and MD for the remainder of his term For For Sanjay Jalona (DIN: 07256786) was appointed as the CEO and MD in 2015 for the period 10 August 2015 till 9

August 2020. He is based out of USA – a market which contributes ~70% of the company’s revenues. The

company now proposes to revise his basic salary for the remainder of his term to $770,000 from $750,000. The

proposed change is nominal and will have limited impact on his overall salary. The overall estimated pay of Rs.

220 mn is in line with global peers and commensurate with the size and scale of operations.

24-Aug-17 Larsen & Toubro Infotech Limited Annual General Meeting Management Appoint Aftab Zaid Ullah as Whole Time Director for a period of five years w.e.f

9 November 2016 and fix his remuneration

For For Aftab Zaid Ullah (DIN: 05165334) joined L&T Infotech as the Chief Operating Officer in February 2016. His

estimated pay of Rs. 48. 8 mn is in line with peers and commensurate with the size and scale of operations. 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.

24-Aug-17 Larsen & Toubro Infotech Limited Annual General Meeting Management Appoint Sudhir Chaturvedi as Whole Time Director for a period of five years

w.e.f 9 November 2016 and fix his remuneration

For For Sudhir Chaturvedi (DIN: 07180115) joined L&T Infotech as the President - Sales in September 2016. He will be

based out of USA. His estimated pay of Rs. 158. 3 mn is in line with global peers and commensurate with the size

and scale of operations. The company has capped each component of his pay structure, including the variable

pay and stock options. This provides greater clarity to shareholders on the final pay levels.

24-Aug-17 Larsen & Toubro Infotech Limited Court Meeting Management Approve amalgamation of AugmentIQ Data Sciences Private Limited

(AugmentIQ), a wholly owned subsidiary, with L&T Infotech

For For AugmentIQ provides IP-based big data and analytics solutions to enterprises. L&T Infotech had acquired a 100%

stake in AugmentIQ in November 2016 and now proposes to amalgamate the entity with itself. The merger will

help L&T Infotech gain access to big data platforms developed by AugmentIQ and offer similar solutions to its

clients. As per the scheme, there will be no issuance of shares and the entire equity share capital of AugmentIQ

will be cancelled. The merged entity will benefit from reduced overheads and administrative expenses. There will

be no change in the economic interest in AugmentIQ for the shareholders.

25-Aug-17 Somany Ceramics Ltd Annual General Meeting Management Adoption of accounts For Abstain Board Best suited

25-Aug-17 Somany Ceramics Ltd Annual General Meeting Management Declare final dividend For For Good policy to pay divided to shareholders

25-Aug-17 Somany Ceramics Ltd Annual General Meeting Management To appoint a Director in place of Mr. Abhishek Somany (DIN-00021448), who

retires by rotation and being eligible, has offered himself for re-appointment.

For For No major concern has been identified regarding the remuneration, profile, time commitments

25-Aug-17 Somany Ceramics Ltd Annual General Meeting Management Appointment of M/s Singhi & Co., Chartered Accountants, as the Statutory

Auditors of the Company for a term of 5 consecutive years i.e. from 1st April,

2017 to 31st March, 2022 and fixing their remuneration for the year ended 31st

March, 2018, subject to ratification of their re-appointment at every Annual

General Meeting till their term of appointment.

For For Compliant with law, no concern has been identified.

25-Aug-17 Somany Ceramics Ltd Annual General Meeting Management Re-appointment of Mr. Shreekant Somany (DIN: 00021423) as the Chairman &

Managing Director of the Company for a further period of 3 consecutive years,

commencing from 1st September, 2017 till 31st August, 2020.

For For No concern has been identified with respect to profile, time commitments, performance or terms of

appointment of Mr. Shreekant Somany.

25-Aug-17 Somany Ceramics Ltd Annual General Meeting Management Re-appointment of Mr. Abhishek Somany (DIN: 00021448) as the Managing

Director of the Company for a further period of 5 consecutive years,

commencing from 1st June, 2018 till 31st May, 2023.

For For Reappointment Compliant with a law, no major governance concern identified

27-Aug-17 Sanofi India Ltd Postal Ballot Management Increase loans to Shantha Biotechnics Private Limited, a fellow subsidiary, to

Rs.4.45 bn from Rs. 3.30 bn

For For All transaction with Shantha has been done at arms length and Sanofi India receives interest equivalent to the

prevailing rates in the economy.

28-Aug-17 L&T Finance Holdings Limited Annual General Meeting Management Adoption of financial statements for the year ended March 31, 2017 and the

reports of the Board of Directors and Auditors thereon.


28-Aug-17 L&T Finance Holdings Limited Annual General Meeting Management Declaration of dividend on Equity Shares. For For Positive for shareholders

28-Aug-17 L&T Finance Holdings Limited Annual General Meeting Management Appointment of a director in place of Mr. R. Shankar Raman, who retires by

rotation and being eligible offers himself for re-appointment

For For No Concern has been identified

28-Aug-17 L&T Finance Holdings Limited Annual General Meeting Management Ratification of the appointment of M/s. B. K. Khare & Co., Chartered

Accountants and M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, as

the Joint Statutory Auditors of the Company.


28-Aug-17 L&T Finance Holdings Limited Annual General Meeting Management Appointment of Ms. Nishi Vasudeva as an Independent Director of the

Company.


28-Aug-17 L&T Finance Holdings Limited Annual General Meeting Management Appointment of Ms. Vaishali Kasture as an Independent Director of the

Company.


28-Aug-17 L&T Finance Holdings Limited Annual General Meeting Management Appointment Mr. Pavninder Singh as an Additional Director of the Company. For For No Concern has been identified

28-Aug-17 L&T Finance Holdings Limited Annual General Meeting Management Issuance of Non-Convertible Debentures/Bonds on a private placement basis. For For No Concern has been identified

28-Aug-17 L&T Finance Holdings Limited Annual General Meeting Management Issuance of Cumulative Compulsorily Redeemable Non-Convertible Preference

Shares by way of public offer or on a private placement basis.


28-Aug-17 Voltas Ltd Annual General Meeting Management Adoption of audited financial accounts For Abstain Board Best suited

28-Aug-17 Voltas Ltd Annual General Meeting Management Adoption of Audited Consolidated Financial Statements For Abstain Board Best suited

28-Aug-17 Voltas Ltd Annual General Meeting Management Declare final dividend For For Good policy to pay divided to shareholders

28-Aug-17 Voltas Ltd Annual General Meeting Management Mr. Ishaat Hussain does not seek re-election and vacancy so created on the

Board be not filled.

For For No concern has been identified regarding the resolution. SES recommends shareholders vote for the resolution.

28-Aug-17 Voltas Ltd Annual General Meeting Management Appointment of Auditors For For Compliant with law, no concern has been identified.

28-Aug-17 Voltas Ltd Annual General Meeting Shareholder Appointment of Mr. Hemant Bhargava as a Director For For No concern has been identified regarding the profile, time commitment of Mr. Hemant Bhargava (Nominee

Director of LIC). SES recommends shareholders vote for the resolution..

28-Aug-17 Voltas Ltd Annual General Meeting Shareholder Appointment of Mr. Arun Kumar Adhikari as an Independent Director For For 34 years of experience in Unilever in Management, Sales and Marketing. No concern has been identified

regarding the profile, time commitment & Independence of Mr. Arun Kumar Adhikari.





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




28-Aug-17 Voltas Ltd Annual General Meeting Management Ratification of Cost Auditor’s remuneration. For For Ratification of remuneration is in accordance with the provisions of law.

28-Aug-17 Wipro Ltd Postal Ballot Management Approval for buyback of upto 343.7 mn equity shares at Rs. 320.0 per share

(face value Rs. 2) through a tender offer, aggregate consideration not to exceed

Rs 110.0 bn

For For The buyback will be open to all equity shareholders, including promoters. Promoter participation will be to the

extent of their shareholding: Wipro’s promoters currently hold 3,561.2 mn equity shares (73.2% of total equity).

The proposed buyback aggregates ~7.06% of issued and paid-up equity capital and will result in funds usage of

an estimated Rs. 110.0 bn, which is 23.15% of the aggregate of the paid-up share capital and free reserves as per

the audited accounts of the Company as on 30 June 2017 (within the statutory limit of being less than 25%). The

buyback is a tax-efficient way to return surplus funds to shareholders.

28-Aug-17 Interglobe Aviation Limited Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For Abstain Routine proposal

28-Aug-17 Interglobe Aviation Limited Annual General Meeting Management Approve final dividend of Rs.34 per share of face value Rs.10.0 each For For Dividend for shareholders

28-Aug-17 Interglobe Aviation Limited Annual General Meeting Management Reappoint Ms. Rohini Bhatia as a Director For For In line with statutory requirements

28-Aug-17 Interglobe Aviation Limited Annual General Meeting Management Ratify appointment of BSR & Co LLP as statutory auditors for FY18 For For In line with statutory requirements

28-Aug-17 Interglobe Aviation Limited Annual General Meeting Management Approve issuance of securities to increase the minimum public shareholding to

up to 30%

For Abstain Best suited to board

28-Aug-17 Jubilant Foodworks Ltd Annual General Meeting Management Adoption of accounts For Abstain Board best suited

28-Aug-17 Jubilant Foodworks Ltd Annual General Meeting Management Declare dividend For For Good policy to give dividend to shareholder

28-Aug-17 Jubilant Foodworks Ltd Annual General Meeting Management Re-appointment of Mr. Shyam S. Bhartia, as a director liable to retire by

rotation

For For No major governance issue has been identified, therefore, SES recommends that the shareholders vote FOR both

the resolution

28-Aug-17 Jubilant Foodworks Ltd Annual General Meeting Management Appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants as

Statutory Auditors

For For Has been auditor for the company for past sixteen year. Company act has given three years’ time for compulsory

rotation.

28-Aug-17 Jubilant Foodworks Ltd Annual General Meeting Shareholder Appointment of Mr. Berjis Minoo Desai as an Independent Director For For Years' of experience both as an Arbitrator and Counsel, in International, Commercial and Domestic Arbitrations

and has been associated with landmark legal pronouncements and interpretation. no concern has been

identified with respect to the time commitment

28-Aug-17 Jubilant Foodworks Ltd Annual General Meeting Shareholder Appointment of Mr. Shamit Bhartia as Non-Executive Director For For Managing Director, Hindustan Media Ventures Limited & Jubilant Motorworks Private Limited . Associated with

the Company since incorporation . No major governance issue has been identified. She will be vacating

directorship form one of the 11 public company.

28-Aug-17 Jubilant Foodworks Ltd Annual General Meeting Shareholder Appointment of Ms. Aashti Bhartia as Non-Executive Director For For Whole-time Director, Jubilant Enpro Private Limited . She was head of Strategy and Business Development for

Jubilant First Trust Hospitals during 2009-2014 . No major governance issue has been identified,

28-Aug-17 Jubilant Foodworks Ltd Annual General Meeting Shareholder Appointment of Mr. Pratik Rashmikant Pota as a Director For For He has over twenty-four years of diverse experience across Sales, Marketing and General Management in FMCG

and Telecom Industry. professional Director, independent of the management

28-Aug-17 Jubilant Foodworks Ltd Annual General Meeting Management Appointment of Mr. Pratik Rashmikant Pota as Whole-time Director, designated

as CEO & Whole-time Director

For For He has over twenty-four years of diverse experience across Sales, Marketing and General Management in FMCG

and Telecom Industry. professional Director, independent of the management

28-Aug-17 K P R Mill Ltd Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For This is a standard resolution.

28-Aug-17 K P R Mill Ltd Annual General Meeting Management Approve final dividend of Rs.0.75 per equity share of face value of Rs.5 each For For The total dividend (including dividend tax) is Rs.66.7 mn. The dividend payout ratio is 2.8% v/s 28.2% in FY16. In

addition, the company also spent Rs.970.2 mn in buy back of 1.47 mn equity shares at Rs.660 each in FY17.

Including the buyback, the total outflow for FY17 is Rs.1,036.7 mn

28-Aug-17 K P R Mill Ltd Annual General Meeting Management Reappoint CR Anandakrishnan as Director, liable to retire by rotation For Abstain He attended four out of six (67%) meetings held during the year and 71% of the board meetings held over the

past three years. We expect directors to take their responsibilities seriously and attend all board meetings

28-Aug-17 K P R Mill Ltd Annual General Meeting Management Appoint BSR & Co as statutory auditors for a year and fix their remuneration For Abstain BSR & Co will replace Deloitte Haskins & Sells as statutory auditors. However, the auditors must be appointed for

a period of five years.

28-Aug-17 K P R Mill Ltd Annual General Meeting Management Approve remuneration of Rs.50,000 payable to B Venkateswar, cost auditors for

FY18


operations

29-Aug-17 Indian Oil Corporation Ltd Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017


29-Aug-17 Indian Oil Corporation Ltd Annual General Meeting Management Confirm interim dividend of Rs.18 per equity share and declare final dividend of

Re.1 per equity share of Rs.10 each

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.

29-Aug-17 Indian Oil Corporation Ltd Annual General Meeting Management Reappoint Verghese Cherian as Director, liable to retire by rotation For For Verghese Cherian (DIN: 07001243) is Wholetime Director (Human Resources). His reappointment is in line with


29-Aug-17 Indian Oil Corporation Ltd Annual General Meeting Management Reappoint Anish Aggarwal as Director, liable to retire by rotation For For Anish Aggarwal (DIN: 06993471) is Wholetime Director (Pipelines). His reappointment is in line with all statutory

requirements.

29-Aug-17 Indian Oil Corporation Ltd Annual General Meeting Shareholder Appoint Dr. SSV Ramakumar as Director (Research & Development) beginning 1

February 2017 and fix his remuneration

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 2017 and was

paid Rs.1.0 mn for his two months of service during FY17. Remuneration in public sector enterprises is usually

not high. As a good governance practice, we expect PSE’s to disclose the proposed appointment terms including

tenure and proposed remuneration to its shareholders through the AGM notice.

29-Aug-17 Indian Oil Corporation Ltd Annual General Meeting Management Approve remuneration of Rs.1.85 mn payable to cost auditors for FY18 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 remuneration

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

29-Aug-17 Indian Oil Corporation Ltd Annual General Meeting Management 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.

30-Aug-17 Pfizer India Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine Resolution.

30-Aug-17 Pfizer India Annual General Meeting Management Declare final dividend of Rs.20.0 per equity share (face value of Rs.10.0) For For Dividend payout is healthy at 32. 7%

30-Aug-17 Pfizer India Annual General Meeting Management Reappoint Vivek Dhariwal (DIN: 02826679) as a Director retiring by rotation For For His reappointment is in line with all the statutory requirements.





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




30-Aug-17 Pfizer India Annual General Meeting Management Appoint Walker Chandiok & Co. LLP as statutory auditors for a period of five


For For Appointment is in line with the requirements of the Companies Act 2013.

30-Aug-17 Pfizer India Annual General Meeting Management Reappoint Vivek Dhariwal as a Whole-time Director for a period of five years

with effect from 21 May 2017 and fix his remuneration

For For Reappointment is in line with all the statutory requirements. His proposed remuneration is commensurate with

the size of the business and in line with peers in the industry.

30-Aug-17 Pfizer India Annual General Meeting Shareholder Appoint Dr. Anurita Majumdar (DIN: 05291758) as a Director liable to retire by

rotation

For For Appointment is in line with all the statutory requirements.

30-Aug-17 Pfizer India Annual General Meeting Management Appoint Dr. Anurita Majumdar as a Whole-time Director for a period of five

years with effect from 4 November 2016 and fix her remuneration

For For Appointment is in line with all the statutory requirements. Her proposed remuneration is commensurate with

the size of the business and in line with peers.

30-Aug-17 Pfizer India Annual General Meeting Shareholder Appoint Ravi Prakash Bhagavathula (DIN: 07282100) as a Director liable to

retire by rotation


30-Aug-17 Pfizer India Annual General Meeting Management Appoint Ravi Prakash Bhagavathula as a Whole-time Director for a period of five

years with effect from 30 January 2017 and fix his remuneration

For For Appointment is in line with all the statutory requirements. His proposed remuneration is estimated is

commensurate with the size of the business and in line with peers.

30-Aug-17 Pfizer India Annual General Meeting Management Ratify remuneration of Rs.1.15 mn payable to RA & Co. as cost auditors for FY18 For For The proposed remuneration to be paid to the cost auditors in FY18 is reasonable compared to the size and scale

of operations.

30-Aug-17 United Spirits Ltd Annual General Meeting Management Adoption of accounts For Abstain Board Best suited

30-Aug-17 United Spirits Ltd Annual General Meeting Management Reappoint Vinod Rao (DIN-01788921) as Non-Executive Non-Independent

Director

For For Vinod Rao is the Group Treasurer of Diageo. He is liable to retire by rotation and his reappointment is in line with


30-Aug-17 United Spirits Ltd Annual General Meeting Management Ratify Price Waterhouse & Co Chartered Accountants LLP’s appointment as

statutory auditors and fix remuneration

For For Price Waterhouse & Co Chartered Accountants LLP were appointed for a period of 5 years in the company’s FY16

AGM. Under the Companies Act 2013, auditor appointment must be ratified annually. The ratification is in line

with our Voting Policy on Auditor (Re)Appointment and follows the spirit of Section 139 of the Companies Act,

2013.

30-Aug-17 United Spirits Ltd Annual General Meeting Shareholder Appoint Randall Ingber (DIN:07529943) as Non-Executive Non-Independent

Director

For For Randall Ingber was nominated by Relay B V as a Non-Executive Director. He is General Counsel for Global

Functions, Litigation and Africa at Diageo plc. He was appointed as an Additional Director from 2 February 2017.

He is liable to retire by rotation and his appointment is in line with all statutory requirements

30-Aug-17 United Spirits Ltd Annual General Meeting Shareholder Appoint John Thomas Kennedy (DIN:07529946) as Non-Executive Non-


For For John Thomas Kennedy is the President of Diageo Europe, Russia, Turkey and India and is a member of Diageo

Global Executive Team. He was appointed as an Additional Director from 17 August 2016. He is liable to retire by

rotation and his appointment is in line with all statutory requirements

30-Aug-17 United Spirits Ltd Annual General Meeting Shareholder Appoint V K Viswanathan (DIN:01782934) as an Independent Director for five

years from 17 October 2016

For For V K Viswanathan is Chairperson of Bosch Limited. His appointment is in line with all statutory requirements.

30-Aug-17 United Spirits Ltd Annual General Meeting Shareholder Appoint Sanjeev Churiwala (DIN:00489556) as an Executive Director For For Sanjeev Churiwala is the CFO. He is liable to retire by rotation and his appointment is in line with all statutory

requirements.

30-Aug-17 United Spirits Ltd Annual General Meeting Shareholder Appoint Sanjeev Churiwala as Executive Director and CFO for five years from 1


For For The proposed remuneration of Rs.37.3 mn is commensurate with the size and complexity of the business and in

line with the peers. In FY17, the ratio of remuneration to median remuneration was 107x (Including one-time

performance share grant made in September 2016). The company has not given any details about the annual

incentive plan.

30-Aug-17 United Spirits Ltd Annual General Meeting Management Approve private placement of redeemable non-convertible debentures (NCDs)

aggregating Rs.7.5 bn

For For The proposed NCDs will be issued within the overall borrowing limit of Rs.100 bn. The NCDs are rated ICRA AA

(Positive), which reflects high degree of safety regarding timely servicing of financial obligations

31-Aug-17 Pidilite Industries Annual General Meeting Management Adoption of Accounts For Abstain Board best suited

31-Aug-17 Pidilite Industries Annual General Meeting Management Approve final dividend of Rs.4.75 per share of face value Re.1.0 each For For Good policy to give dividend to shareholder

31-Aug-17 Pidilite Industries Annual General Meeting Management Reappoint N K Parekh as a Director For For N K Parekh (DIN: 00111518) is part of the promoter group and the non-executive Vice Chairperson. His


31-Aug-17 Pidilite Industries Annual General Meeting Management Reappoint A N Parekh as a Director For For A N Parekh (DIN: 00111366) is part of the promoter group and an Executive Director. His reappointment is in line


31-Aug-17 Pidilite Industries Annual General Meeting Management Ratification of appointment of M/s. Deloitte Haskins & Sells as Statutory

Auditors

For For Deloitte Haskins & Sells were appointed as the statutory auditors in FY13. The ratification of their appointment is

in line with the statutory requirements

31-Aug-17 Pidilite Industries Annual General Meeting Management Ratify remuneration of Rs. 0.17 mn to be paid to V J Talati & Co as cost auditors

for FY18


operations

31-Aug-17 Pidilite Industries Annual General Meeting Management Amend Articles of Association (AoA) to align with Companies Act 2013 For For With the coming into force of the Companies Act, 2013, several provisions of the existing Articles of Association


existing AoA. Shareholders will be required to visit the company’s premises to understand the alterations and

review the revised AoA. The company could have been more shareholder-friendly and made the proposed

changes to the AoA available in the notice

31-Aug-17 Aurobindo Pharma Ltd Annual General Meeting Management Adoption of standalone financial statements for the year ended 31 March 2017 For For Routine Resolution

31-Aug-17 Aurobindo Pharma Ltd Annual General Meeting Management Adoption of consolidated financial statements for the year ended 31 March

2017


31-Aug-17 Aurobindo Pharma Ltd Annual General Meeting Management Confirm interim dividend of Rs.2.5 per equity share (face value of Re.1.0) For For Routine Resolution

31-Aug-17 Aurobindo Pharma Ltd Annual General Meeting Management Reappoint P. Sarath Chandra Reddy (DIN: 01628013) as a Director retiring by

rotation


31-Aug-17 Aurobindo Pharma Ltd Annual General Meeting Management Reappoint Dr. M. Sivakumaran (DIN: 01284320) as a Director retiring by

rotation


31-Aug-17 Aurobindo Pharma Ltd Annual General Meeting Management Appoint B S R & Associates LLP as statutory auditors for a period of five years







Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




31-Aug-17 Aurobindo Pharma Ltd Annual General Meeting Management Reappoint P. V. Ramprasad Reddy as Executive Chairperson and Managing

Director, Aurobindo Pharma USA Inc. for a period of five years to a place of

profit with effect from 1 December 2017 and fix his remuneration

For For Reappointment is in-line with Companies Act, 2013 and his remuneration is in line with size and scale of

company operations and in line with other peers in the industry

31-Aug-17 Aurobindo Pharma Ltd Annual General Meeting Shareholder Appoint Rangaswamy Rathakrishnan Iyer (DIN: 00474407) as an Independent

Director for a period of two years with effect from 9 February 2017


31-Aug-17 Aurobindo Pharma Ltd Annual General Meeting Management Revise remuneration to N. Govindarajan, Managing Director, with effect from 1

April 2017 until 31 May 2018

For For Renumeration is in line with scale of company’s operations and in line with other industry peers

01-Sep-17 Bosch Ltd. Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017


01-Sep-17 Bosch Ltd. Annual General Meeting Management Ratify special dividend of Rs. 75.0 per equity share and declare final dividend of

Rs. 90.0 per equity share (face value Rs. 10.0)


01-Sep-17 Bosch Ltd. Annual General Meeting Management Reappoint Peter Tyroller as Non-Executive Non-Independent Director For For His reappointment is in line with all the statutory requirements.

01-Sep-17 Bosch Ltd. Annual General Meeting Management Appoint Deloitte Haskins & Sells LLP as statutory auditors for five years and fix

their remuneration

For For Their appointment is in line with Voting Guidelines on Auditor (Re) appointments and with the requirements of

Section 139 of the Companies Act 2013.

01-Sep-17 Bosch Ltd. Annual General Meeting Management Re-designate Soumitra Bhattacharya as Managing Director from 1 January 2017

to 30 June 2020 and fix his remuneration

For For His reappointment is in line with all the statutory requirements. His proposed remuneration is comparable to

industry peers at the same or comparable designation.

01-Sep-17 Bosch Ltd. Annual General Meeting Shareholder Appoint Dr. Andreas Wolf as Director For For Dr. Andreas Wolf (DIN: 07088505), 55, is the Joint Managing Director, Bosch Limited. His appointment is in line

with statutory requirements

01-Sep-17 Bosch Ltd. Annual General Meeting Management Appoint Dr. Andreas Wolf as Joint Managing Director from 1 January 2017 to 28


For For His estimated FY18 remuneration of Rs. 62.2 mn is in line with peers and commensurate with the size and

complexity of the business. A large portion of remuneration is variable, establishing a link between pay and

performance.

01-Sep-17 Bosch Ltd. Annual General Meeting Management Appoint Jan Oliver Rohrl as Whole-time director from 11 February 2017 to 31

December 2020 and fix his remuneration

For For His estimated FY18 remuneration of Rs. 69.0 mn is in line with peers and commensurate with the size and

complexity of the business. A large portion of remuneration is variable, establishing a link between pay and

performance.

01-Sep-17 Bosch Ltd. Annual General Meeting Management Approve remuneration of Rs. 600,000 payable to Rao, Murthy & Associates as




01-Sep-17 Reliance Industries Ltd Postal Ballot Management Approve increase in authorized share capital to Rs. 150.0 bn and consequently

alter the capital clause of the Memorandum of Association (MOA)

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.

01-Sep-17 Reliance Industries Ltd Postal Ballot Management Issue one equity share of Rs.10 each as bonus for each equity share held in the

company

For For The bonus issue will increase the liquidity of the equity shares with higher floating stock and make the equity

shares more affordable

01-Sep-17 Reliance Industries Ltd Postal Ballot Management Approve Reliance Industries Limited Employees Stock Scheme 2017 (ESOS 2017)

under which 63.3 mn stock options will be issued

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.10.0 per share, the cost per year will aggregate to

Rs.10.2 bn (assuming a vesting period of five years). This represents 3.4% of the consolidated FY17 PAT. While

we do not favour stock options issued at a discount to market price, the cost of the scheme is relatively low as

compared to profits

01-Sep-17 Reliance Industries Ltd Postal Ballot Management Approve grant of stock options to the employees of subsidiaries of the company

under Reliance Industries Limited Employees Stock Scheme 2017 (ESOS 2017)

For For Through a separate resolution, the company is seeking approval to grant options to the employees of its

subsidiaries

01-Sep-17 Century Plyboards (India) Ltd Annual General Meeting Management Adoption of accounts For Abstain Board Best suited

01-Sep-17 Century Plyboards (India) Ltd Annual General Meeting Management Declare dividend of Re.1 per equity share of face value of Re.1 each For For Good policy to pay divided to shareholders

01-Sep-17 Century Plyboards (India) Ltd Annual General Meeting Management Reappoint Hari Prasad Agarwal as Director, liable to retire by rotation For For Hari Prasad Agarwal (DIN: 00266005) belongs to the promoter family and is the Vice Chairperson. His

reappointment is in line with all statutory requirements..

01-Sep-17 Century Plyboards (India) Ltd Annual General Meeting Management Reappoint Prem Kumar Bhajanka as Director, liable to retire by rotation For For Prem Kumar Bhajanka (DIN:00591512) is designated Managing Directors: the company has four Managing

Directors on the board. His reappointment is in line with all statutory requirements.

01-Sep-17 Century Plyboards (India) Ltd Annual General Meeting Management Ratify Singhi & Co as statutory auditors and fix their remuneration for FY18 For For Singhi & Co were appointed as statutory auditors for five years at the 2014 AGM. The ratification is in line with all


01-Sep-17 Century Plyboards (India) Ltd Annual General Meeting Shareholder Appoint Vijay Chhibber as Independent Director for three years beginning 1

February 2017

For For Vijay Chhibber (DIN: 00396838) is a former IAS officer. His appointment is in line with all statutory requirements

01-Sep-17 Century Plyboards (India) Ltd Annual General Meeting Shareholder Appoint Debanjan Mandal as Independent Director for three years beginning 1

August 2017

For For Debanjan Mandal (DIN: 00469622) is partner at Fox and Mandal, law firm. His appointment is in line with all


01-Sep-17 Century Plyboards (India) Ltd Annual General Meeting Shareholder Appoint Sunil Mitra as Independent Director for three years beginning 3 August

2017

For For Sunil Mitra (DIN: 00113473) is a former IAS officer. His appointment is in line with all statutory requirements.

01-Sep-17 Century Plyboards (India) Ltd Annual General Meeting Shareholder Appoint Ms. Nikita Bansal as Director, liable to retire by rotation For Abstain Daughter of promoter and is in board as a female nominee director. Though this is not encouraged but Indian

promoters use this to provide learnings to next generation.

01-Sep-17 Century Plyboards (India) Ltd Annual General Meeting Management Appoint Ms. Nikita Bansal as Wholetime Director for five years beginning 1

February 2017 and fix her remuneration

For Abstain Daughter of promoter and is in board as a female nominee director. Though this is not encouraged but Indian

promoters use this to provide learnings to next generation.

01-Sep-17 Century Plyboards (India) Ltd Annual General Meeting Management Reappoint Hari Prasad Agarwal as Vice Chairperson for five years beginning 1

June 2017 and fix his remuneration

For For Hari Prasad Agarwal’s proposed remuneration is estimated at Rs.7.2 mn. This is in line with peers and

commensurate with the performance of the company

04-Sep-17 India Cements Ltd. Annual General Meeting Management Adoption of standalone financial statements for the year ended 31 March 2017 For Abstain Routine proposal

04-Sep-17 India Cements Ltd. Annual General Meeting Management Adoption of consolidated financial statements for the year ended 31 March

2017


04-Sep-17 India Cements Ltd. Annual General Meeting Management Declare final dividend of Re. 1.0 per equity share (face value Rs. 10.0) For For Dividend for shareholders

04-Sep-17 India Cements Ltd. Annual General Meeting Management Reappoint Ms. Chitra Srinivasan as Non-Executive Non-Independent Director For For In line with statutory requirements





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




04-Sep-17 India Cements Ltd. Annual General Meeting Management Appoint K S Rao & Co and S Viswanathan LLP as joint statutory auditors for five


For For K S Rao & Co and Brahmayya & Co. Brahmayya & Co have jointly audited the company's financial statements

with P S Subramania Iyer & Co for atleast the past 27 years. Long tenure for auditors is not desirable.

04-Sep-17 India Cements Ltd. Annual General Meeting Shareholder Appoint M R Kumar as Non-Executive Non-Independent Director For For In line with statutory requirements

04-Sep-17 India Cements Ltd. Annual General Meeting Shareholder Appoint K Balakrishnan as Independent Director for three years For For In line with statutory requirements

04-Sep-17 India Cements Ltd. Annual General Meeting Shareholder Appoint V Ranganathan as Independent Director for three years For For In line with statutory requirements

04-Sep-17 India Cements Ltd. Annual General Meeting Management Approve private placement of non-convertible debentures of up to Rs.20 bn For For In line with statutory requirements

04-Sep-17 India Cements Ltd. Annual General Meeting Management Approve remuneration of Rs. 1.7 mn payable to S A Murali Prasad as cost

auditor for FY18


04-Sep-17 Inox Wind Ltd Postal Ballot Management To approve variation in terms of IPO proceeds For For The company raised Rs. 7.0 mn (through IPO in 2015) of which Rs. 1.7 mn remains unspent, due to

underutilization of funds for expansion, capex and issue expenditure. The company proposes to utilize this to

meet its working-capital requirements. Given the current challenging market situation utilization of funds for

meeting the long term working capital requirements is a productive use of the unspent IPO proceeds.

04-Sep-17 D B Corp Ltd Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017


04-Sep-17 D B Corp Ltd Annual General Meeting Management Reappoint Girish Agarwal as a Non-Executive, Non-Independent Director 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 requirements.

04-Sep-17 D B Corp Ltd Annual General Meeting Management Appoint Price Waterhouse Chartered Accountants LLP and Gupta Mittal & Co as

Joint statutory auditors for five years and fix their remuneration

For Abstain 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

04-Sep-17 D B Corp Ltd Annual General Meeting Management Ratify remuneration of Rs. 25,000 (plus service tax and out of pocket expenses)

for K. G. Goyal & Associates, as cost auditors for Radio Business paid/payable

for FY17 and FY18

For For The board has approved the appointment of K. G. Goyal & Associates as cost auditors for FY17 and FY18 on a

total remuneration of Rs. 25,000 plus applicable service tax and out of pocket expenses for the Radio Business.

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

scale of the company's operations.

04-Sep-17 Bse Ltd Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For Abstain Routine proposal.

04-Sep-17 Bse Ltd Annual General Meeting Management To confirm interim dividend and to declare final dividend. For For Dividend for shareholders

04-Sep-17 Bse Ltd Annual General Meeting Management Reappoint Dr. Sriprakash Kothari (DIN:06824003) as Non-Executive Non-



04-Sep-17 Bse Ltd Annual General Meeting Management Appoint S R Batliboi & Co LLP as statutory auditors for a period of five years and



05-Sep-17 Maruti Suzuki India Limited Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017


05-Sep-17 Maruti Suzuki India Limited Annual General Meeting Management Declare dividend of Rs.75 per share (FV Rs.5) For For Good practice to distribute part of profits to shareholders; income for the fund.

05-Sep-17 Maruti Suzuki India Limited Annual General Meeting Management Reappoint Toshihiro Suzuki (DIN: 06709846) as a Non-Executive Non-



05-Sep-17 Maruti Suzuki India Limited Annual General Meeting Management Reappoint Shigetoshi Torii (DIN: 06437336) as an Executive Director For For His reappointment is in line with all the statutory requirements.

05-Sep-17 Maruti Suzuki India Limited Annual General Meeting Management Ratify appointment of Deloitte Haskins & Sells LLP as statutory auditors for FY18


For For The ratification of Deloitte Haskins & Sells LLP's appointment is in line with Voting Guidelines on Auditor

(Re)appointment and with the requirements of Section 139 of the Companies Act 2013

05-Sep-17 Maruti Suzuki India Limited Annual General Meeting Management Reappoint Shigetoshi Torii (DIN: 06437336) as Director (Production) for three


For For Shigetoshi Torii, 58, joined MSIL in 2012. He was appointed as Director (Production) in FY14 for three years. MSIL

proposes to extend his tenure by another three years. His proposed remuneration is likely to range between Rs.

34.3 mn and Rs. 54.1 mn, which is commensurate with the size and complexity of the business, and comparable

to peers

05-Sep-17 Maruti Suzuki India Limited Annual General Meeting Shareholder Appoint Ms. Renu Sud Karnad (DIN: 00008064) as an Independent Director for

five years, w.e.f. 27 July 2017

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 Ltd. for the past seven years. She is also on the board of

HDFC Ltd., ABB India Ltd., HDFC Bank Ltd. and Gruh Finance Ltd.

05-Sep-17 Maruti Suzuki India Limited Annual General Meeting Management Approve remuneration of Rs. 0.22 mn for RJ Goel & Co. as cost auditors for

FY18

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

05-Sep-17 Maruti Suzuki India Limited Annual General Meeting Management Adopt new set of Articles of Association (AoA) and Memorandum of Association

(MoA) in conformity with Companies Act 2013

For For The revised AoA and MoA are being adopted to comply with the provisions of Companies Act, 2013.

05-Sep-17 Quess Corp Limited Court Meeting Management Approve purchase of Facility Management Business and Catering Business of

Manipal Integrated Services Private Limited

For For Approve purchase of Facility Management Business and Catering Business of Manipal Integrated Services Private

Limited Management recommendation For With this purchase, QCL will sharpen its focus on facility

management capabilities in the healthcare and education sectors. The acquisition price of MIS’ demerged

businesses is Rs.6.5 bn. Initially, as part of the transaction, QCL has purchased Rs.2.2 bn compulsorily convertible

preference shares of MIS. Subsequently, the remaining Rs.4.3 bn of the acquisition will be paid through the issue

of 7.1 mn equity shares – the dilution for existing shareholders will be 5.3% of the expanded capital base. The

dilution levels are not high. This is not a related party transaction.

06-Sep-17 P I Industries Ltd Annual General Meeting Management Adopt the standalone and consolidated financial statements for the year ended

31 March 2017


06-Sep-17 P I Industries Ltd Annual General Meeting Management 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)

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.

06-Sep-17 P I Industries Ltd Annual General Meeting Management Reappoint Rajnish Sarna (DIN 06429468) as a director liable to retire by rotation For For Rajnish Sarna, 48 is Whole-time Director of the company. He retires by rotation and his reappointment is in line


06-Sep-17 P I Industries Ltd Annual General Meeting Management Appoint Price Waterhouse, LLP as statutory auditors for five years 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 our Voting Policy and provisions of Section 139 of the Companies Act 2013.

06-Sep-17 P I Industries Ltd Annual General Meeting Management Fix remuneration to cost auditors, K. G. Goyal & Co., at Rs.275,000 for FY18 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.





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




06-Sep-17 P I Industries Ltd Annual General Meeting Shareholder Appoint Arvind Singhal (DIN: 00092425) as director liable to retire by rotation For For Arvind Singhal is brother of promoter Salil Singhal. He is currently the MD of Wolkem India Ltd. He was the Joint

MD of PI Industries from December 1979 till December 2001 and a non-executive director till December 2006.

His appointment is in line with all statutory requirements.

06-Sep-17 P I Industries Ltd Annual General Meeting Shareholder Appoint T.S. Balganesh (DIN: 00648534), as Independent Director for three

years effective the date of the AGM

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. Ltd. Currently, he is President and

Director on the board of GangaGen Biotechnologies Pvt. Ltd, Bangalore. His appointment is in line with all


06-Sep-17 P I Industries Ltd Annual General Meeting Management Reappoint Mayank Singhal (DIN: 00006651) as Managing Director & CEO for

five years from 1 October 2017 and to fix his remuneration

For For Mayank Singhal was paid a remuneration of Rs 87.9 mn in FY17, up 30% from his remuneration in FY16. As per

our estimates his proposed remuneration for FY18 will be around 113.1 mn. We have raised a transparency flag

as there is no cap on commission and the final amount is left to the discretion of the board. As a good practice,

companies must provide reasonable information for shareholders for them to make informed decisions, and

provide a cap (in absolute amounts) on the variable (long-term and short-term) components of the remuneration

structure. However, the current remuneration is in line with the performance of the company and

commensurate with that paid to peers in the industry. We expect the company to be judicious in its payouts as it

has been in the past.

06-Sep-17 P I Industries Ltd Annual General Meeting Management Reappoint Rajnish Sarna (DIN: 06429468) as Wholetime Director for five years

from 7 November 2017 and to fix his remuneration

For For Rajnish Sarna was paid a remuneration of Rs 54.3 mn in FY17, up 33% from his remuneration in FY16. As per our

estimates his proposed remuneration for FY18 will be around 69.2 mn. While the company has not disclosed the

number of ESOPs granted every year it includes the perquisite vale of ESOPs exercised in his total remuneration.

We raise a transparency flag as there is no cap on commission or any details on ESOPs for Rajnish Sarna and the

final amount is left to the discretion of the board. As a good practice, companies must provide a cap (in absolute

amounts) on the variable (long-term and short-term) components of the remuneration structure. However, the

current remuneration is in line with the performance of the company and commensurate with that paid to peers

in the industry. We expect the company to be judicious in its payouts as it has been in the past.

06-Sep-17 P I Industries Ltd Annual General Meeting Shareholder Reappoint Narayan K. Seshadri (DIN 00053563) as Independent Director for five

years from date of the AGM

For For Ensure continuity

06-Sep-17 P I Industries Ltd Annual General Meeting Shareholder Reappoint Pravin K. Laheri (DIN 00499080) as Independent Director for five


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 2015. Notwithstanding, we believe that the tenure of

directors is inversely proportionate to their independence. Therefore, we will consider him as non-independent

once his tenure crosses 10 years: this will impact our view on the company’s board composition and on coming

board appointments and reappointments.

06-Sep-17 P I Industries Ltd Annual General Meeting Shareholder Reappoint Ms. Ramni Nirula (DIN: 00015330) as Independent Director for five


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 2015. Notwithstanding, we believe that the tenure of

directors is inversely proportionate to their independence. Therefore, we will consider her as non-independent

once her tenure crosses 10 years: this will impact our view on the company’s board composition and on coming

board appointments and reappointments.

06-Sep-17 P I Industries Ltd Annual General Meeting Management To charge fees from shareholders in advance for the dispatch of documents in


For Abstain We are not in a position to ascertain the mode and mechanism.

07-Sep-17 Kewal Kiran Clothing Ltd. Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For This is a standard resolution.

07-Sep-17 Kewal Kiran Clothing Ltd. Annual General Meeting Management Confirm interim dividend of Rs.17.5 per share and approve final dividend of

Rs.1.5 per share of face value Rs.10.0 each

For For The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs.0.3 bn. The dividend


07-Sep-17 Kewal Kiran Clothing Ltd. Annual General Meeting Management Reappoint Dinesh P. Jain as a Director For For Dinesh P. Jain (DIN: 00327277) is part of the promoter group and an Executive Director. His reappointment is in


07-Sep-17 Kewal Kiran Clothing Ltd. Annual General Meeting Management Appoint Khimji Kunverji & Co as statutory auditors for a period of five years and


For For Khimji Kunverji & Co are replacing Jain & Trivedi and N.A. Shah Associates LLP as the statutory auditors. Their

appointment is in line with the statutory requirements

07-Sep-17 Jaiprakash Associates Ltd. Postal Ballot Management Approval for issue of Foreign Currency Convertible Bonds (FCCBs) and Foreign

Currency Amortizing Bonds (FCABs) in cashless exchange of existing 5.75%, US$

150 mn Convertible Bonds, due September 2017

For Abstain No position except in arbitrage fund(s).

07-Sep-17 Jaiprakash Associates Ltd. Postal Ballot Management Alter the objects clause of the Memorandum of Association (MOA) to conform

with provision of Companies Act, 2013

For Abstain No position except in arbitrage fund(s).

07-Sep-17 Capital First Ltd Postal Ballot Management To increase shareholding limit for registered Foreign Institutional Investors (FII)


paid-up share capital.


07-Sep-17 Capital First Ltd Postal Ballot Shareholder Reappoint Dr. (Mrs) Brinda Jagirdar (DIN: 06979864) as an Independent

Director for five years, w.e.f. 24 September 2017.


08-Sep-17 Yes Bank Ltd Postal Ballot Management Sub-division of one equity share of FV Rs 10.0 each into five equity shares of Rs

2.0 each

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.

08-Sep-17 Yes Bank Ltd Postal Ballot Management Alteration of Capital Clause of Memorandum of Association following the sub-

division of equity shares

For For The proposed sub-division of equity shares requires amendment to the existing Clause.

08-Sep-17 Pc Jeweller Limited Annual General Meeting Management Consideration and adoption of audited financial statements (standalone and

consolidated) for the financial year ended March 31, 2017 together with the

reports of the Board of Directors and Statutory Auditors thereon






Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




08-Sep-17 Pc Jeweller Limited Annual General Meeting Management Declaration of dividend on equity shares for the financial year 2016-17. For Abstain Marginal holding

08-Sep-17 Pc Jeweller Limited Annual General Meeting Management Declaration of dividend on compulsorily convertible preference shares for the

period from September 2, 2016 to March 31, 2017


08-Sep-17 Pc Jeweller Limited Annual General Meeting Management Re-appointment of Shri Ramesh Kumar Sharma (DIN: 01980542) as a Director

liable to retire by rotation


08-Sep-17 Pc Jeweller Limited Annual General Meeting Management Ratification of appointment of Walker Chandiok & Co LLP, Chartered

Accountants as Statutory Auditors and fixing their remuneration


08-Sep-17 Indiabulls Housing Finance Ltd Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017. For For Routine resolution

08-Sep-17 Indiabulls Housing Finance Ltd Annual General Meeting Management To confirm three interim dividends amounting to Rs. 27 per equity share (FV Rs.

2).

For For Positive for shareholders

08-Sep-17 Indiabulls Housing Finance Ltd Annual General Meeting Management To reappoint Ajit Kumar Mittal (DIN: 02698115), as director liable to retire by

rotation.


08-Sep-17 Indiabulls Housing Finance Ltd Annual General Meeting Management To reappoint Ashwini Omprakash Kumar (DIN: 03341114), as director liable to

retire by rotation.


08-Sep-17 Indiabulls Housing Finance Ltd Annual General Meeting Management To appoint S.R. Batliboi & Co. LLP as statutory auditors for five years. For For Routine Resolution

08-Sep-17 Indiabulls Housing Finance Ltd Annual General Meeting Management To increase the borrowing limit from Rs. 1250.0 bn from Rs. 1450.0 bn. For For Positive for business growth

08-Sep-17 Indiabulls Housing Finance Ltd Annual General Meeting Management To issue redeemable non-convertible debentures on private placement basis,

upto the current borrowing limits of Rs 1250.0 bn.

For For Positive for Business growth

08-Sep-17 Indiabulls Housing Finance Ltd Annual General Meeting Management Approval for amendment to Articles of Association – consolidation of NCD if

cumulative ISIN increase above 17.


08-Sep-17 Indiabulls Housing Finance Ltd Annual General Meeting Management Re-appointment of Sameer Gehlaut (DIN: 00060783) as Executive Chairman for

five years from 19 March 2018 and to fix his remuneration.


08-Sep-17 Indiabulls Housing Finance Ltd Annual General Meeting Management Re-appointment of Gagan Banga (DIN: 00010894) as Vice Chairman, Managing

Director and CEO for five years from 19 March 2018 and to fix his

remuneration.


08-Sep-17 Indiabulls Housing Finance Ltd Annual General Meeting Management Re-appointment of Ajit Kumar Mittal (DIN: 02698115) as Executive Director for

five years from 19 March 2018 and to fix his remuneration.


08-Sep-17 Indiabulls Housing Finance Ltd Annual General Meeting Management Re-appointment of Ashwini Omprakash Kumar (DIN: 03341114) as Deputy

Managing Director for five years from 19 March 2018 and to fix his

remuneration.


08-Sep-17 Indiabulls Housing Finance Ltd Annual General Meeting Management Appointment of Sachin Chaudhary (DIN: 02016992) as Wholetime Director for

five years from 21 October 2016 and to fix his remuneration.

For For No concern has been identified.

09-Sep-17 Sanghi Industries Ltd Extraordinary General Meeting Management Approve issuance of equity linked securities up to Rs.10 bn For For In line with statutory requirements

09-Sep-17 Sanghi Industries Ltd Extraordinary General Meeting Management Provide rights to lenders to convert debt of up to Rs. 50 bn into equity For For In line with statutory requirements

09-Sep-17 Sanghi Industries Ltd Extraordinary General Meeting Management Reclassify authorized share capital For For In line with statutory requirements

11-Sep-17 Jet Airways Ltd Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For Abstain Routine proposal.

11-Sep-17 Jet Airways Ltd Annual General Meeting Management Reappoint Ms. Anita Goyal as a Director For For In line with statutory requirements.

11-Sep-17 Jet Airways Ltd Annual General Meeting Management Ratify appointment of BSR & Co. LLP as joint statutory auditors for FY18 For For In line with statutory requirements.

11-Sep-17 Jet Airways Ltd Annual General Meeting Management Appoint D T S & Associates as joint statutory auditors for a period of five years


For Abstain Best suited to board.

11-Sep-17 Jet Airways Ltd Annual General Meeting Management Reappoint Gaurang Shetty as Whole Time Director for a period of two years

w.e.f 24 May 2017 and fix his remuneration


11-Sep-17 Advanced Enzyme Technologies

Limited

Annual General Meeting Management Adopt standalone & consolidated financial statements for the year ended 31

March 2017



Limited

Annual General Meeting Management To declare final dividend of Re.0.4 per share of face value Rs.2.0 For For Routine Resolution


Limited

Annual General Meeting Management Reappoint Vasant Rathi (DIN: 01233447) as Non-Executive Non-Independent

Director

For Abstain Vasant Rathi belongs to the promoter group and is the Non-Executive Chairperson. He’s based out of US and key

driver of growth in US business. He attended 14% of the board meetings held in FY17 and 40% of the board

meetings held over a two-year period. Generally, directors are expected to attend atleast 33% of the meetings.

We have not voted against as his presence as a director is vital to overall business growth.


Limited

Annual General Meeting Management Ratify B S R & Co LLP’s appointment as statutory auditors and fix remuneration For For Appointment is in line with Companies Act, 2013


Limited

Annual General Meeting Management Approve related party transactions with Advanced Bio-Agro Tech Limited (60%

subsidiary) from 1 April 2017 to 30 September 2018 upto Rs.700 mn

For For The proposed transactions are in the ordinary course of business and will be conducted at arm’s length


Limited

Annual General Meeting Management Approve related party transactions with JC Biotech Private Limited (70%

subsidiary) from 1 April 2017 to 30 September 2018 upto Rs.800 mn

For For Proposed transactions are at arms length basis and in the ordinary course of business


Limited

Annual General Meeting Shareholder Appoint Pramod Kasat (DIN: 00819790) as an Independent Director for five

years from 14 December 2016



Limited

Annual General Meeting Management Reappoint Mukund Kabra (DIN: 00148294) as Whole-Time Director for five

years from 1 April 2017 and fix his remuneration

For For Reappointment is in line with Companies Act and his remuneration is in line with other peers in the industry


Limited

Annual General Meeting Management To charge fees from shareholders in advance for the dispatch of documents in


For Abstain While the fees charged would be nominal for dispatch of documents, this may act as a deterrent for small

minority shareholders to seek information





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




11-Sep-17 Orbit Exports Ltd. Annual General Meeting Management a)Adoption of standalone financial statements for the year ended 31 March

2017

b) Adoption of consolidated financial statements for the year ended 31 March

2017


11-Sep-17 Orbit Exports Ltd. Annual General Meeting Management Declare final dividend of Re. 0.6 per equity share (face value Rs. 10.0) for FY17 For For The total dividend for FY17 is Rs. 2.6 per share, while paid a dividend of Rs. 1.9 in FY16 (after adjusting for bonus

issue). The total dividend outflow (including dividend tax for FY17) is Rs. 89.8 bn, while the dividend payout ratio

is 43.9%

11-Sep-17 Orbit Exports Ltd. Annual General Meeting Management Reappoint Varun Daga (DIN: 01932805) as a Non-Executive Non-Independent

Director

For For Varun Daga, 32, is founder of Girik Capital. He has been on the board for the past six years. His reappointment

meets all statutory requirements

11-Sep-17 Orbit Exports Ltd. Annual General Meeting Management Ratify appointment of GM Kapadia & Co. as statutory auditors for FY18 and fix

their remuneration

For For The ratification of GM Kapadia’s appointment is in line with our Voting Guidelines on Auditor (Re)appointments

and with the requirements of Section 139 of the Companies Act 2013

11-Sep-17 Orbit Exports Ltd. Annual General Meeting Management Approve remuneration of Rs. 0.08 mn for Balwinder & Associates as cost

auditors for FY18


12-Sep-17 Gail (India) Ltd Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017


12-Sep-17 Gail (India) Ltd Annual General Meeting Management Confirm interim dividend of Rs.8.50 per equity share and declare final dividend

of Rs.2.70 per equity share of Rs.10 each

For For The total outflow on account of dividend is Rs.19.9 bn. The dividend payout is 56.7% v/s 37.7% in the previous

year.

12-Sep-17 Gail (India) Ltd Annual General Meeting Management Reappoint Dr. Ashutosh Karnatak as Director, liable to retire by rotation For For Dr. Ashutosh Karnatak (DIN: 03267102) is Wholetime Director (Projects). His reappointment is in line with all


12-Sep-17 Gail (India) Ltd Annual General Meeting Management Fix remuneration of joint statutory auditors to be appointed by the Comptroller

and Auditor General of India for FY18

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 remuneration of

statutory auditors at appropriate level. The total audit fees of Rs.6.1 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.

12-Sep-17 Gail (India) Ltd Annual General Meeting Management Appoint Dinkar Prakash Srivastava as Independent Director for three years

beginning 31 January 2017

For For Dinkar Prakash Srivastava (DIN: 07418753) is former IFS officer. His appointment is in line with all statutory

requirements.

12-Sep-17 Gail (India) Ltd Annual General Meeting Shareholder Appoint Dr. Anup K. Pujari as Independent Director for three years beginning 31

January 2017

For For Dr. Anup K. Pujari (DIN: 02556335) is former IAS officer. His appointment is in line with all statutory

requirements.

12-Sep-17 Gail (India) Ltd Annual General Meeting Management Appoint PK Gupta as Wholetime Director (Human Resources) beginning 1


For For PK Gupta is Mechanical Engineer. He has over three decades of experience in Oil & Gas Sector. His terms of

appointment are not disclosed. He was appointed to the board on 1 February 2017 and was paid Rs.0.9 mn for

his two months of service during FY17. Remuneration in public sector enterprises is usually not high. As a good

governance practice, we expect PSE’s to disclose the proposed appointment terms including tenure and

proposed remuneration to its shareholders through the AGM notice.

12-Sep-17 Gail (India) Ltd Annual General Meeting Management Appoint Gajendra Singh as Wholetime Director (Marketing) beginning 5 April


For For Gajendra Singh holds M.Sc. in Physics. He has over three decades of experience in hydrocarbon sector. His terms

of appointment are not disclosed. He was appointed to the board on 5 April 2017. Remuneration in public sector

enterprises is usually not high. As a good governance practice, we expect PSE’s to disclose the proposed

appointment terms including tenure and proposed remuneration to its shareholders through the AGM notice.

12-Sep-17 Gail (India) Ltd Annual General Meeting Management Ratify remuneration of Rs.2.1 mn paid to cost accountants for FY17 and payable

in FY18

For For GAIL proposes to ratify remuneration of Rs.2.1 mn paid to its cost auditors for FY17 and authorize the board to

fix the remuneration of cost auditors for FY18. The FY17 remuneration is reasonable compared to the size and

scale of operations. The company has not disclosed the remuneration proposed in FY18. We expect it to be in

the same range.

12-Sep-17 Gail (India) Ltd Annual General Meeting Management Approve related party transaction upto Rs.191 bn with Petronet LNG Ltd during

FY18

For For GAIL holds 12.5% in Petronet LNG Ltd (Petronet LNG). GAIL procures LNG cargoes and re-gasified Liquefied

Natural Gas from Petronet LNG. GAIL also uses regasification facilities of Petronet LNG (located at Dahej, Gujarat

and Kochi, Kerala). The value of these transaction in FY17 aggregated Rs.131 bn. The transactions are in ordinary

course of business and at arm’s length.

12-Sep-17 Gail (India) Ltd Annual General Meeting Management Increase authorized share capital from Rs.20 bn to Rs.50 bn and subsequent

alteration to Memorandum and Articles of Association\

For For Increase in authorized share capital will require alteration to Memorandum and Articles of Association.

12-Sep-17 Gail (India) Ltd Annual General Meeting Management Alteration to Article 40 of the Articles of Association to enable consolidation

and re-issuance of debt securities

For For In order to reissue and consolidate its debt securities, the company is required to take an enabling provision as

per the recent SEBI circular. GAIL has raised funds through issuance of debt securities including debentures to

finance its ongoing capital expenditure. The proposal seeks approval to comply with SEBI’s requirement.

12-Sep-17 Gail (India) Ltd Annual General Meeting Management Issuance of non-convertible bonds upto Rs.25 bn on private placement basis For For The proposed issuance will be carved out of the company’s borrowing limit. The company’s automatic borrowing

limit is Rs.381.5 bn.

12-Sep-17 Bharat Petroleum Corporation Ltd Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017


12-Sep-17 Bharat Petroleum Corporation Ltd Annual General Meeting Management Confirm interim dividend of Rs.31.50 per equity share and declare final dividend

of Re.1 per equity share of Rs.10 each


year.

12-Sep-17 Bharat Petroleum Corporation Ltd Annual General Meeting Management Reappoint Ramesh Srinivasan as Director, liable to retire by rotation For For Ramesh Srinivasan (DIN: 07164250) is Wholetime Director (Marketing). His reappointment is in line with all


12-Sep-17 Bharat Petroleum Corporation Ltd Annual General Meeting Management Fix remuneration of joint statutory auditors to be appointed by the Comptroller






be in same range.





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




12-Sep-17 Bharat Petroleum Corporation Ltd Annual General Meeting Shareholder Appoint Rajkumar Duraiswamy as Chairperson and Managing Director

beginning 1 October 2016 and fix his remuneration

For For Rajkumar Duraiswamy is holds a Post Graduate Diploma in Management from IIM, Bangalore. He has over three

decades of experience in petroleum sector including marketing, pipeline projects and integrated upstream and

downstream oil sector. His terms of appointment are not disclosed. He was ppointed to the board on 1 October

2016 and was paid Rs.2.6 mn for his six months of service during FY17. Remuneration in public sector enterprises

is usually not high. As a good governance practice, we expect PSE’s to disclose the proposed appointment terms

including tenure and proposed remuneration to its shareholders through the AGM notice.

12-Sep-17 Bharat Petroleum Corporation Ltd Annual General Meeting Shareholder Appoint Vishal V Sharma as Independent Director for three years beginning 9

February 2017

For For Vishal V Sharma (DIN: 01213441) is partner at Vishabh Business Services. His appointment is in line with all


12-Sep-17 Bharat Petroleum Corporation Ltd Annual General Meeting Shareholder Appoint Paul Antony as nominee director of Government of India with effect

from 19 April 2017, liable to retire by rotation

For For Paul Antony (DIN: 02239492) is Additional Chief Secretary, Government of Kerala. His appointment is in line with


12-Sep-17 Bharat Petroleum Corporation Ltd Annual General Meeting Shareholder Appoint Sivakumar Krishnamurthy as Wholetime Director (Finance) beginning 1

May 2017 and fix his remuneration

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 2017.

Remuneration in public sector enterprises is usually not high. As a good governance practice, we expect PSE’s to

disclose the proposed appointment terms including tenure and proposed remuneration to its shareholders

through the AGM notice.

12-Sep-17 Bharat Petroleum Corporation Ltd Annual General Meeting Management Private placement of non-convertible debentures and/or other debt securities 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.

12-Sep-17 Bharat Petroleum Corporation Ltd Annual General Meeting Management Ratify related party transaction with Bharat Oman Refineries Limited for FY17

and approve transactions for FY18

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.310.5 bn in FY17. The company also expects similar

transactions in FY18 aggregating to Rs.345.6 bn. The FY17 ratification and proposed transactions for FY18 are in

the ordinary course and at arm’s length.

12-Sep-17 Bharat Petroleum Corporation Ltd Annual General Meeting Management Ratify payment of Rs.320,000 as remuneration to cost auditors, ABK &

Associates and Bandyopadhyaya Bhaumik & Co, for FY18

For For The company has appointed ABK & Associates and Bandyopadhyaya Bhaumik & Co as cost auditors for FY18. The

total remuneration proposed to be paid to the cost auditors is reasonable compared to the size and scale of

operations.

12-Sep-17 Punjab National Bank Extraordinary General Meeting Management Issue of equity shares upto Rs 30.0 bn by way of QIP to QIBs, follow on public

offer, rights issue or ESOPs or any other mode / combination thereof

For For Help support CAR and expansion plans. No concern identified

13-Sep-17 Hindalco Industries Ltd Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For Abstain Routine proposal.

13-Sep-17 Hindalco Industries Ltd Annual General Meeting Management Declare final dividend of Rs. 1.1 per equity share (face value Re. 1.0) for FY17 For For Dividend for shareholders.

13-Sep-17 Hindalco Industries Ltd Annual General Meeting Management Reappoint AK Agarwala (DIN: 00023684) as a Non-Executive Non-Independent

Director


13-Sep-17 Hindalco Industries Ltd Annual General Meeting Management Appoint Price Waterhouse & Co. LLP as statutory auditors for a period of five



13-Sep-17 Hindalco Industries Ltd Annual General Meeting Management Approve remuneration of Rs. 1.2 mn for Nanabhoy & Co. as cost auditors for

FY18


13-Sep-17 Hindalco Industries Ltd Annual General Meeting Management Issuance of Non-Convertible Debentures (NCDs) on a private placement basis

upto Rs. 60.0 bn


14-Sep-17 Asian Paints Limited Court Meeting Management Approval of Scheme of Amalgamation of Asian Paints (International) Limited

with Asian Paints Limited

For For No governance concern has been identified regarding the Scheme of Amalgamation

14-Sep-17 Sintex Industries Ltd Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017


14-Sep-17 Sintex Industries Ltd Annual General Meeting Management Declare final dividend of Rs.0.25 per equity share (face value of Re.1.0) For For The total dividend for FY17 is Rs.0.25/- per share and the total dividend outflow (including dividend tax for FY17)

is Rs.0.2 bn, while the dividend payout ratio is 12.9%

14-Sep-17 Sintex Industries Ltd Annual General Meeting Management Reappoint Amit D. Patel (DIN: 00171035) as a Director liable to retire by

rotation

For For Amit D. Patel is promoter and Managing Director. He has attended 71% of the board meetings held in FY17 and

87% over a three-year period. While attendance is not a criterion for deciding on reappointment of promoter

executives, we expect directors to take their responsibilities seriously and attend all meetings

14-Sep-17 Sintex Industries Ltd Annual General Meeting Management Ratify Shah & Shah Associates as statutory auditors for FY18 and fix their

remuneration

For For Shah & Shah Associates have been auditors of the company since FY14. The appointment is in line with our

voting policy and also complies with Section 139 of the Companies Act 2013.

14-Sep-17 Sintex Industries Ltd Annual General Meeting Management Ratify remuneration of Rs. 300,000 payable to Kiran J. Mehta & Co. as cost

auditors for FY18


of operations.

14-Sep-17 Sintex Industries Ltd Annual General Meeting Management Amend Articles of Association (AoA) to align with Companies Act 2013 For For With the coming into force of the Companies Act, 2013, several provisions of the existing Articles of Association


existing AoA.

14-Sep-17 Sintex Industries Ltd Annual General Meeting Shareholder Reappoint Ramnikbhai H. Ambani (DIN: 00004785) as an Independent Director

for a period of three years

For Abstain Ramnikbhai Ambani, 93, has been associated with the company for an extended tenure of 23 years. We believe

the length of the tenure is inversely proportionate to the independence of a director.

14-Sep-17 Sintex Industries Ltd Annual General Meeting Shareholder Reappoint Dr. Rajesh B. Parikh (DIN: 00171231) as an Independent Director for

a period of three years

For Abstain Rajesh Parikh, 63, has been associated with the company for an extended tenure of 13 years. We believe the

length of the tenure is inversely proportionate to the independence of a director.

14-Sep-17 Sintex Industries Ltd Annual General Meeting Shareholder Reappoint Dr. Lavkumar Kantilal Shah (DIN: 01572788) as an Independent

Director for a period of three years

For Abstain Dr. Lavkumar Kantilal Shah, 60, has been associated with the company for an extended tenure of 13 years. We

believe the length of the tenure is inversely proportionate to the independence of a director.

14-Sep-17 Sintex Industries Ltd Annual General Meeting Shareholder Reappoint Dr. Narendra K. Bansal (DIN: 03086069) as an Independent Director

for a period of three years

For For Dr. Narendra K. Bansal, 73, has been on the company’s board since 2013. His reappointment is in line with all the






Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




14-Sep-17 Sintex Industries Ltd Annual General Meeting Shareholder Reappoint (Ms.) Indira J. Parikh (DIN: 00143801) as an Independent Director for

a period of three years

For Abstain Indira J. Parikh, 74, has been associated with the company for an extended tenure of 14 years. We believe the

length of the tenure is inversely proportionate to the independence of a director.

14-Sep-17 Sintex Plastics Technology Ltd. Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017


14-Sep-17 Sintex Plastics Technology Ltd. Annual General Meeting Management Re-Appointment of Mr. Rahul A. Patel, liable to retire by rotation and being

eligible, offers himself for re-appointment.


14-Sep-17 Sintex Plastics Technology Ltd. Annual General Meeting Management To appoint Auditors, M/s R Choudhary and Associates, (FRN 101928W),

Chartered Accountants, Ahmedabad, and to fix their remuneration

For For The appointment is in line with our voting policy and also complies with Section 139 of the Companies Act 2013.

14-Sep-17 Sintex Plastics Technology Ltd. Annual General Meeting Shareholder Appointment of Mr. Pravin Kanubhai Laheri as an Independent Director of the

Company.


14-Sep-17 Sintex Plastics Technology Ltd. Annual General Meeting Shareholder Appointment of Mr. Desh Raj Dogra as an Independent Director of the

Company


14-Sep-17 Sintex Plastics Technology Ltd. Annual General Meeting Shareholder Appointment of Dr. Gauri S. Trivedi as an Independent Director of the Company For For His reappointment is in line with all the statutory requirements.

14-Sep-17 Sintex Plastics Technology Ltd. Annual General Meeting Shareholder Appointment of Mr. Sandeep Singhi as Independent Director of the Company For For His reappointment is in line with all the statutory requirements.

14-Sep-17 Sintex Plastics Technology Ltd. Annual General Meeting Shareholder Appointment of Mr. Kirit C. Shah as an Independent Director of the Company For For His reappointment is in line with all the statutory requirements.

14-Sep-17 Sintex Plastics Technology Ltd. Annual General Meeting Shareholder Appointment of Ms. Namita R. Shah as an Independent Director of the

Company

For For Her reappointment is in line with all the statutory requirements.

14-Sep-17 Sintex Plastics Technology Ltd. Annual General Meeting Shareholder To consider and determine the fees for delivery of any document through a

particular mode of delivery to a member.

For For Since the Companies Act, 2013 requires the fees to be determined in the AGM, the Directors accordingly

recommend the approval of the members of the Company

14-Sep-17 Sintex Plastics Technology Ltd. Annual General Meeting Shareholder To consider and decide place of maintaining and keeping Register of Members

& others at place other than the Registered Office of the Company.

For For As required under the provisions of Section 94 the Companies Act, 2013, certain documents such as the Register

of Members, Index of Members and certain other registers, certificates, documents etc., are required to be kept

at the Registered Office of the Company.

14-Sep-17 Coal India Limited Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017


14-Sep-17 Coal India Limited Annual General Meeting Management Confirm interim dividend of Rs.19.90 per equity share of Rs.10 each For For Dividend for shareholders.

14-Sep-17 Coal India Limited Annual General Meeting Management Reappoint SN Prasad as Director, liable to retire by rotation For For In line with statutory requirements.

14-Sep-17 Coal India Limited Annual General Meeting Shareholder Appoint Ms. Reena Sinha Puri as Non-Executive Non-Independent Director For For In line with statutory requirements.

14-Sep-17 Coal India Limited Annual General Meeting Management Ratify remuneration of Rs.201,094 paid to Balwinder & Associates, cost

accountants for FY17


14-Sep-17 Coal India Limited Annual General Meeting Shareholder Appointment of Mr. VK Thakral as Independent Director For For In line with statutory requirements.

15-Sep-17 Petronet Lng Ltd Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine resolution

15-Sep-17 Petronet Lng Ltd Annual General Meeting Management Declare final dividend of Rs.5 per equity share of Rs.10 each 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.2.50 per equity share. The total outflow on account of dividend is Rs.4.5 bn v/s

Rs.2.3 bn in FY16. The dividend payout is 26.5% v/s 24.7% in the previous year.

15-Sep-17 Petronet Lng Ltd Annual General Meeting Management Reappoint KD Tripathi as Non-Executive Non-Independent Director For For KD Tripathi (DIN: 07239755), IAS, is the Secretary to the Government of India in the Ministry of Petroleum &

Natural Gas. He is the nominee of the Government of India and the Chairperson of the company. His


15-Sep-17 Petronet Lng Ltd Annual General Meeting Management Reappoint Subir Purkayastha as Non-Executive Non-Independent Director For For Subir Purkayastha (DIN 06850526) is the Wholetime Director (Finance) of GAIL and its nominee director. His


15-Sep-17 Petronet Lng Ltd Annual General Meeting Management Reappoint DK Sarraf as Non-Executive Non-Independent Director For For DK Sarraf (DIN 00147870) is the Chairperson and Managing Director of ONGC and its nominee director. His


15-Sep-17 Petronet Lng Ltd Annual General Meeting Management Reappoint TR Chadha & Co LLP as statutory auditor for five years and fix their

remuneration for FY18

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 remuneration of Rs.1.05 mn for FY18 excluding out of pocket expenses and

applicable taxes. Their reappointment is in line with all statutory requirements.

15-Sep-17 Petronet Lng Ltd Annual General Meeting Shareholder Appoint GK Satish as Non-Executive Non-Independent Director For For GK Satish (DIN 06932170) is Wholetime Director (Planning & Business Development) of IOCL and its nominee

director. His appointment is in line with all statutory requirements.

15-Sep-17 Petronet Lng Ltd Annual General Meeting Shareholder Appoint Dr. T Natarajan as Non-Executive Non-Independent Director For For Dr. T Natarajan (DIN 00396367), IAS, is the Joint Managing Director of Gujarat State Petroleum Corporation

Limited and Gujarat State Petronet Limited. He is the nominee director of Gujarat Maritime Board.He did not

attend either of the two board meetings held after his appointment on 1 October 2016. We expect directors to

take their responsibilities seriously and attend all board meetings.

15-Sep-17 Petronet Lng Ltd Annual General Meeting Shareholder Appoint D Rajkumar as Non-Executive Non-Independent Director For For D Rajkumar (DIN 00872597) is the Chairperson and Managing Director of BPCL and its nominee director. His


15-Sep-17 Petronet Lng Ltd Annual General Meeting Management Approve remuneration of Rs.99,990 payable to KL Jaisingh & Co, cost

accountants for FY18

For For The proposed remuneration of the cost auditors is reasonable compared to the size and scale of operations.

15-Sep-17 Petronet Lng Ltd Annual General Meeting Management 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.234.4 bn (~94% of

revenues). To execute these contracts, the company seeks to approve transactions to be undertaken in FY18

with these entities and its other associates and JVs. According to the company, it is currently not possible to

ascertain the exact value of the transactions to be undertaken in FY18. However, the company has specified that

these transactions will be in the ordinary course of business and at arms-length.





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




15-Sep-17 Petronet Lng Ltd Annual General Meeting Management Appoint Subhash Kumar as Wholetime Director (Finance) for five years

beginning 5 August 2017 and fix his remuneration

For For Subhash Kumar is a Cost Accountant and Company Secretary. He was appointed as Wholetime Director (Finance)

for five years on 5 August 2017. His proposed remuneration is not disclosed: but, remuneration in public sector

enterprises is usually not high. As a good governance practice, we expect PSE’s to disclose the proposed

appointment terms including tenure and proposed remuneration to its shareholders through the AGM notice.

15-Sep-17 Petronet Lng Ltd Annual General Meeting Management Reappoint Rajender Singh as Wholetime Director (Technical) from 14 November

2017 until 19 July 2019 and fix his remuneration

For For Rajender Singh has experience in handling oil & gas projects from conceptualization to commissioning stage. He

was reappointed on 14 November 2017 until he superannuates on 19 July 2019. He was paid Rs.8.5 mn for in

FY17. His proposed remuneration is not disclosed: but, remuneration in public sector enterprises is usually not

high. As a good governance practice, we expect PSE’s to disclose the proposed appointment terms including

tenure and proposed remuneration to its shareholders through the AGM notice.

15-Sep-17 Petronet Lng Ltd Annual General Meeting Management Increase FII investment limit from 30% to 40% of the paid-up equity share

capital

For For This is an enabling provision, which will enable FIIs to further invest in the company.

15-Sep-17 Hindustan Petroleum Corporation Ltd Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine resolution

15-Sep-17 Hindustan Petroleum Corporation Ltd Annual General Meeting Management Confirm interim dividend of Rs.28.90 per equity share and declare final dividend



year.

15-Sep-17 Hindustan Petroleum Corporation Ltd Annual General Meeting Management Reappoint Sandeep Poundrik as Non-Executive Non-Independent Director For For Sandeep Poundrik (DIN: 01865958) is Joint Secretary (Refineries) of the Ministry of Petroleum & Natural Gas. His


15-Sep-17 Hindustan Petroleum Corporation Ltd Annual General Meeting Management Reappoint J Ramaswamy as Director, liable to retire by rotation For For J Ramaswamy (DIN: 06627920) is the Wholetime Director (Finance). His reappointment is in line with all


15-Sep-17 Hindustan Petroleum Corporation Ltd Annual General Meeting Shareholder Appoint S Jeyakrishnan as Wholetime Director (Marketing) for five years

beginning 1 November 2016 and fix his remuneration

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 remuneration is not disclosed: remuneration in public sector enterprises is usually not high. As a good

practice, we expect PSE’s to disclose the proposed remuneration to its shareholders through the AGM notice.

15-Sep-17 Hindustan Petroleum Corporation Ltd Annual General Meeting Shareholder Appoint Vinod S Shenoy as Wholetime Director (Refineries) for five years


For For Vinod S Shenoy is a Bachelor in Chemical Engineering from IIT Bombay. He is associated with the company since

1985. He was appointed on the board on 1 November 2016 and was paid Rs.1.6 mn for his five months of service

each in FY17. His proposed remuneration is not disclosed: remuneration in public sector enterprises is usually

not high. As a good practice, we expect PSE’s to disclose the proposed remuneration to its shareholders through

the AGM notice.

15-Sep-17 Hindustan Petroleum Corporation Ltd Annual General Meeting Shareholder Appoint Ms. Asifa Khan as Independent Director for three years beginning 13

February 2017

For For Ms. Asifa Khan has experience in print and electronic media journalism, representation and analysis. Her


15-Sep-17 Hindustan Petroleum Corporation Ltd Annual General Meeting Shareholder Appoint GV Krishna as Independent Director for three years beginning 13

February 2017

For For GV Krishna is a Chartered Accountant. His appointment is in line with all statutory requirements.

15-Sep-17 Hindustan Petroleum Corporation Ltd Annual General Meeting Shareholder Appoint Dr. Trilok Nath Singh as Independent Director for three years beginning

20 March 2017

For For Dr. Trilok Nath Singh is Chair Professor at IIT, Mumbai. His appointment is in line with all statutory requirements.

15-Sep-17 Hindustan Petroleum Corporation Ltd Annual General Meeting Management Approve payment of Rs.295,000 as remuneration to cost auditors, ABK &

Associates and Dhananjay V Joshi & Associates, for FY18

For For The company has appointed ABK & Associates and Dhananjay V Joshi & Associates as cost auditors for FY18. The

total remuneration proposed to be paid to the cost auditors is reasonable compared to the size and scale of

operations.

15-Sep-17 Hindustan Petroleum Corporation Ltd Annual General Meeting Management Approve related party transactions with HPCL Mittal Energy Limited aggregating

to Rs.454.5 bn in FY18 and Rs.487.8 bn in FY19

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.454.5 bn and Rs.487.8 bn in

FY18 and FY19 respectively. The transactions are in the ordinary course of business and at arm’s length.

15-Sep-17 Hindustan Petroleum Corporation Ltd Annual General Meeting Management Private placement of non-convertible debentures/bonds aggregating to Rs.60

bn

For For The proposed issuance will be carved out of the company’s borrowing limit of Rs.300 bn approved by

shareholders in August 2014.

15-Sep-17 Strides Shasun Limited Annual General Meeting Management Adoption of financial statements and consolidated financial statements for the

year ended 31 March 2017


15-Sep-17 Strides Shasun Limited Annual General Meeting Management Approve final dividend of Rs.4.5 per share of face value Rs.10.0 each For For Total Dividend payout is healthy at 129.5% of net profits. Special Interim dividend was from proceeds of sale of

Agila Specialities Pvt. Ltd.

15-Sep-17 Strides Shasun Limited Annual General Meeting Management Reappoint Deepak Vaidya as a Director For For Reappointment is in line with Companies Act

15-Sep-17 Strides Shasun Limited Annual General Meeting Management Appoint BSR & Co. LLP as the statutory auditors for a period of five years and fix

their remuneration

For For Appointment is in line with statutory requirements

15-Sep-17 Strides Shasun Limited Annual General Meeting Shareholder Appoint Homi Rustam Khusrokhan as an Independent Director for five years

w.e.f 18 May 2017


15-Sep-17 Strides Shasun Limited Annual General Meeting Shareholder Appoint Shashank Sinha as MD for a period of three years w.e.f 18 May 2017


For For Appointment is in line with Companies Act and his remuneration is comparable to other peers in the industry

15-Sep-17 Strides Shasun Limited Annual General Meeting Shareholder Appoint Badree Komandur as Executive Director - Finance for a period of three

years w.e.f 18 May 2017 and fix his remuneration

For For Appointment is in line with Companies Act and his remuneration is comparable to other peers in the industry

15-Sep-17 Strides Shasun Limited Annual General Meeting Management Amend Articles of Association (AoA) to make all directors, other than

independent and nominee directors, liable to retire by rotation

For For Amendment would enable shareholders to vote periodically on MD position in the board which they were not

entitled earlier

15-Sep-17 Strides Shasun Limited Annual General Meeting Management Ratify remuneration of Rs. 0.2 mn paid to Rao, Murthy & Associates, as cost

auditors for FY17

For For Remuneration is in line with scope of work and size of company operations

15-Sep-17 Gulf Oil Lubricants India Limited Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine resolution

15-Sep-17 Gulf Oil Lubricants India Limited Annual General Meeting Management Declare dividend of Rs.5 per equity share of face value of Rs.2 each 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.507.8 mn, an increase from Rs.417.6

mn in FY16. The dividend payout is 41.9% v/s 41.6% in the previous year.

15-Sep-17 Gulf Oil Lubricants India Limited Annual General Meeting Management Reappoint Sanjay G Hinduja as Non-Executive Non-Independent Director, liable

to retire by rotation

For For Sanjay G. Hinduja (DIN:00291692) belongs to the promoter family and is the Chairperson of the board. His






Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




15-Sep-17 Gulf Oil Lubricants India Limited Annual General Meeting Management Ratify Price Waterhouse as statutory auditors and fix their remuneration for

FY18

For For Price Waterhouse was appointed as statutory auditors for five years in 2014 AGM. Their ratification is in line with


15-Sep-17 Gulf Oil Lubricants India Limited Annual General Meeting Management Reappoint Ravi Chawla as the Managing Director for three years beginning 6


For For Ravi Chawla is a professional. His proposed remuneration is estimated at Rs.31 mn. This is commensurate with

performance of the company and comparable to peers.

15-Sep-17 Gulf Oil Lubricants India Limited Annual General Meeting Management Approve remuneration of Rs.275,000 payable to Dhananjay V Joshi &

Associates, cost auditors for FY18


operations.

16-Sep-17 Gujarat State Fertilizers & Chemicals

Ltd.


ended 31 March 2017



Ltd.

Annual General Meeting Management To declare final dividend of Rs.2.2 per share of face value Rs.2.0 For For The total dividend outflow including dividend tax for FY17 is Rs.1.1 bn. The dividend payout ratio is 25.2%.


Ltd.

Annual General Meeting Management Appoint Anil Mukim (DIN 02842064) as Non-Executive Non-Independent

Director

For For Anil Mukim is a senior IAS Officer of Government of Gujarat. He is liable to retire by rotation and his



Ltd.

Annual General Meeting Management Appoint T R Chadha & Co LLP as statutory auditors for a period of two years and


For For Ensure Continuity


Ltd.

Annual General Meeting Management Approve remuneration of Rs.0.48 mn for A G Dalwadi & Company as cost

auditors for the financial year ending 31 March 2018


16-Sep-17 Gujarat Alkalies & Chemicals Ltd Annual General Meeting Management To receive, consider and adopt the Audited Financial Statements of the

Company for the Financial Year ended 31st March, 2017


16-Sep-17 Gujarat Alkalies & Chemicals Ltd Annual General Meeting Management To declare a Dividend on Equity Shares For For Good for equity share holders

16-Sep-17 Gujarat Alkalies & Chemicals Ltd Annual General Meeting Management To appoint a Director in place of Shri P K Gera, IAS (DIN 05323992) who retires

by rotation at this Meeting and being eligible, offers himself for reappointment

For For In line with all statutory requirements.

16-Sep-17 Gujarat Alkalies & Chemicals Ltd Annual General Meeting Management Appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants,

Vadodara, as the Statutory Auditors


16-Sep-17 Gujarat Alkalies & Chemicals Ltd Annual General Meeting Shareholder Reappoint Shri Anil Mukim, IAS (DIN 02842064) who was appointed as an

Additional Director by thevBoard of Directors of the Company w.e.f. 15th

October, 2016


16-Sep-17 Gujarat Alkalies & Chemicals Ltd Annual General Meeting Shareholder Reappoint Shri M K Das, IAS (DIN 06530792) who has been appointed as an

Additional Director by the Board of Directors of the Company w.e.f. 3rd August,

2017


16-Sep-17 Gujarat Alkalies & Chemicals Ltd Annual General Meeting Management Fix the remuneration payable to M/s. R K Patel & Co., Cost Accountants,

Vadodara


16-Sep-17 Ramkrishna Forgings Ltd Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017


16-Sep-17 Ramkrishna Forgings Ltd Annual General Meeting Management Declaration of final dividend of Re. 1 per share (Face Value: Rs.2) For For Good practice to share profits with share holders

16-Sep-17 Ramkrishna Forgings Ltd Annual General Meeting Management Reappoint Pawan Kumar Kedia (DIN: 00375557) as an Executive Director For For His reappointment is in line with the statutory requirements.

16-Sep-17 Ramkrishna Forgings Ltd Annual General Meeting Management Appoint SRBC & Co. LLP as statutory auditors for a period of five years and fix

their remuneration

For For Their appointment is in line with the statutory requirements.

16-Sep-17 Ramkrishna Forgings Ltd Annual General Meeting Management Approve remuneration of Rs. 0.35 mn for U Sharma & Associates as cost

auditors for FY18


18-Sep-17 Whirlpool Of India Ltd. Annual General Meeting Management Adoption of accounts For Abstain Board Best suited

18-Sep-17 Whirlpool Of India Ltd. Annual General Meeting Management Declaration of final dividend for the financial year ended March 31, 2017. For For Good policy to give dividend to shareholders.

18-Sep-17 Whirlpool Of India Ltd. Annual General Meeting Management To re-appoint Mr. Anil Berera (DIN: 00306485) as Director, who retires by

rotation and being eligible, offers himself for reappointment.

For For No concern has been identified; remuneration is in line with industry practice.

18-Sep-17 Whirlpool Of India Ltd. Annual General Meeting Management Appointment of M/s MZSK & Associates (Firm Registration Number: 105047W),

Chartered Accountants, as Auditors from the conclusion of 56th AGM until the

conclusion of the 61st AGM.

For For Compliant with law, no concern identified.

18-Sep-17 Whirlpool Of India Ltd. Annual General Meeting Management Ratify the payment of remuneration to RJ Goel & Co., Cost Auditors, for FY17 For For In Line with industry

18-Sep-17 Infibeam Incorporation Ltd. Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017


18-Sep-17 Infibeam Incorporation Ltd. Annual General Meeting Management Reappoint Vishal Mehta as an Executive Director For For Vishal Mehta is the promoter MD. He retires by rotation and his reappointment is in line with statutory

requirements.

18-Sep-17 Infibeam Incorporation Ltd. Annual General Meeting Management Ratify BSR & Associates LLP as statutory auditors for FY18 and fix their

remuneration

For For The company proposes to ratify BSR & Associates LLP as statutory auditors for one year. They have been

statutory auditors of the company from September 2013. BSR & Associates LLP’s ratification as statutory

auditors is in line with our Voting Guidelines on Auditor (Re)Appointments and with the requirements of Section

139 of the Companies Act 2013.

18-Sep-17 Infibeam Incorporation Ltd. Annual General Meeting Management Ratify SRBC & Co. LLP as Joint statutory auditors for FY18 and fix their

remuneration

For For The company proposes to ratify S R B C & Co. LLP as Joint statutory auditors for one year. SRBC & Co. LLP were

appointed as Joint Statutory auditors at the FY16 AGM for a period of five years. SRBC & Co. LLP’ ratification as

statutory auditors is in line with our Voting Guidelines on Auditor (Re)Appointments and with the requirements


18-Sep-17 Wabco Tvs India Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine Resolution

18-Sep-17 Wabco Tvs India Annual General Meeting Management Declaration of dividend of Rs.7 per share (Face Value: Rs.5) For For Good practice to share profits with share holders

18-Sep-17 Wabco Tvs India Annual General Meeting Management Reappoint Jorge Solis as Director For For His reappointment is in line with all the statutory requirements.

18-Sep-17 Wabco Tvs India Annual General Meeting Management Ratify S R Batliboi & Associates LLP as statutory auditors for one year and fix

their remuneration

For For Routine Purpose

18-Sep-17 Wabco Tvs India Annual General Meeting Management Approve remuneration of Rs. 400,000 for A N Raman as cost auditor for FY18 For For The remuneration to be paid to the cost auditor is reasonable compared to the size and scale of the company’s

operations.





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




18-Sep-17 Wabco Tvs India Annual General Meeting Management Approve related party transactions with WABCO Europe BVBA in FY18 For Abstain While the approval sought is for a one-year period, the quantum of transactions to be undertaken for FY18 has

not been provided.

18-Sep-17 Vip Industries Limited Postal Ballot Management To shift the registered office of the company For For In order to run and administer the company’s affairs conveniently and more economically, facilitate regular

interface with key regulatory bodies and for better co-ordination

18-Sep-17 Team Lease Services Ltd Postal Ballot Management To approve variation in terms of IPO proceeds For For The company raised Rs. 1,500. 0 mn (through IPO in 2016) of which Rs. 490. 9 mn remains unspent out the funds

allocated for working capital, IT Infrastructure and General Corporate. TSL is confident of managing its working

capital requirements and spending on IT Infrastructure from its internal accruals and proposes to utilize the

balance 490. 9 mn for acquisitions and strategic business initiatives. TSL has been successful in improving

operational margins through acquisitions in the past, so utilization of unutilized IPO proceeds for future

acquisitions is a productive use of the unspent IPO proceeds.

18-Sep-17 V-Mart Retail Limited Annual General Meeting Management Adoption of accounts For Abstain Board Best suited

18-Sep-17 V-Mart Retail Limited Annual General Meeting Management Declare dividend For For Good policy to pay divided to shareholders

18-Sep-17 V-Mart Retail Limited Annual General Meeting Management Reappoint Lalit Agarwal as a Director For For Lalit Agarwal (DIN: 00900900) is part of the promoter group and the CMD. He retires by rotation and his


18-Sep-17 V-Mart Retail Limited Annual General Meeting Management Reappointment of Walker, Chandiok & Co as Statutory Auditors for three years For For The ratification of their reappointment is in line with the Statutory requirements

18-Sep-17 V-Mart Retail Limited Annual General Meeting Management Reappoint Lalit Agarwal as CMD for a period of five years w.e.f 31 May 2017



18-Sep-17 V-Mart Retail Limited Annual General Meeting Management Reappoint Madan Gopal Agarwal as Whole Time Director for a period of five

years w.e.f 31 May 2017 and fix his remuneration

For For Madan Gopal represents the Promoter group. His reappointment is in line with all the statutory requirements

18-Sep-17 V-Mart Retail Limited Annual General Meeting Management Amend VMart Employee Stock Option Plan- 2012" (ESOP 2012) to increase

number of stock options from 0.3 mn to 0.6 mn

For For Good policy and there is full disclosure

19-Sep-17 Power Grid Corporation Of India Ltd Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017


19-Sep-17 Power Grid Corporation Of India Ltd Annual General Meeting Management Confirm interim dividend of Re.1 per equity share and declare final dividend of

Rs.3.35 per equity share of Rs.10 each


previous year.

19-Sep-17 Power Grid Corporation Of India Ltd Annual General Meeting Management Reappoint Ravi P Singh as Director, liable to retire by rotation For For Ravi P Singh (DIN:05240974) is the Wholetime Director (Personnel). His reappointment is in line with all statutory

requirements.

19-Sep-17 Power Grid Corporation Of India Ltd Annual General Meeting Management Fix remuneration of statutory auditors to be appointed by the Comptroller and

Auditor General of India for FY18

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 remuneration of statutory auditors at appropriate level. The

total audit fees of Rs.9 mn in FY17 (excluding tax and reimbursements) is commensurate with the size and

complexity of the company: we expect audit fees in FY18 to be in same range.

19-Sep-17 Power Grid Corporation Of India Ltd Annual General Meeting Management Appoint K Sreekant as Wholetime Director (Finance) for five years beginning 16

August 2016 and fix his remuneration

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 remuneration is not disclosed: remuneration in public sector enterprises is usually

not high. The company has clarified that the term of an executive director in the public-sector enterprise five

years, or, until the age of superannuation (i.e. 60 years), or, as per the orders from the respective ministries,

whichever lower. As a good practice, we expect PSE’s to disclose the proposed remuneration to its shareholders

through the AGM notice.

19-Sep-17 Power Grid Corporation Of India Ltd Annual General Meeting Management Appoint Prabhakar Singh as Wholetime Director (Projects) for five years

beginning 8 February 2017 and fix his remuneration

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 2017 and was paid Rs.1.1 mn for his two months of service in FY17. His

proposed remuneration is not disclosed: remuneration in public sector enterprises is usually not high. The

company has clarified that the term of an executive director in the public-sector enterprise five years, or, until

the age of superannuation (i.e. 60 years), or, as per the orders from the respective ministries, whichever lower.

As a good practice, we expect PSE’s to disclose the proposed remuneration to its shareholders through the AGM

notice.

19-Sep-17 Power Grid Corporation Of India Ltd Annual General Meeting Management Appoint Tse Ten Dorji as Independent Director for three years beginning 16

February 2017

For For Tse Dorji (DIN:03469466) a retired civil servant and has been an former IAS officer. His reappointment is in line


19-Sep-17 Power Grid Corporation Of India Ltd Annual General Meeting Management Appoint Ms. Jyotika Kalra as Independent Director beginning 16 February 2017

to 6 April 2017

For For Ms. Jyotika Kalra was appointed as Independent Director for three years with effect from 16 February 2017. She

resigned on 6 April 2017 as she was appointed as the member of the National Human Rights Commission.

19-Sep-17 Power Grid Corporation Of India Ltd Annual General Meeting Management Approve payment of Rs.250,000 as remuneration payable to Chandra Wadhwa

& Co, cost auditors for FY18


operations.

19-Sep-17 Power Grid Corporation Of India Ltd Annual General Meeting Management Increase borrowing limit from Rs.1,500 bn to Rs.1,800 bn and provide charge on

assets

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 2017. The company’s bank loans are rated CRISIL AAA/Stable/ CRISIL A1+, which denotes highest degree

of safety regarding timely servicing of financial obligations. The company would need to create a charge on its

assets to raise incremental debt: secured debt usually carries a lower interest cost than unsecured debt.

19-Sep-17 Power Grid Corporation Of India Ltd Annual General Meeting Management Private placement of non-convertible debentures/bonds/other securities

aggregating to Rs.200 bn

For For The proposed issuance will be carved out of the company’s borrowing limit.

19-Sep-17 Power Grid Corporation Of India Ltd Annual General Meeting Management Alteration to objects clause of the Memorandum of Association in order to

bring it in line with the Companies Act 2013

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. The proposed changes are available in the notice. As a good practice, we expect

companies to upload their charter documents on their website.





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




19-Sep-17 Power Grid Corporation Of India Ltd Annual General Meeting Management Alteration to Articles of Association in order to bring it in line with the

Companies Act 2013

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. The proposed changes are available in the notice. As a good practice, we expect companies to upload their

charter documents on their website.

19-Sep-17 Engineers (India) Ltd. Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017


19-Sep-17 Engineers (India) Ltd. Annual General Meeting Management 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

For For Dividend for shareholders.

19-Sep-17 Engineers (India) Ltd. Annual General Meeting Management Reappoint Ajay Narayan Deshpande as Director, liable to retire by rotation For For In line with statutory requirements.

19-Sep-17 Engineers (India) Ltd. Annual General Meeting Management Fix remuneration of statutory auditors to be appointed by the Comptroller and



19-Sep-17 Engineers (India) Ltd. Annual General Meeting Management Appoint Vipin Chander Bhandari as Wholetime Director (Human Resources) for

five years beginning 26 August 2016 and fix his remuneration


19-Sep-17 Engineers (India) Ltd. Annual General Meeting Management Appoint Rakesh Kumar Sabharwal as Wholetime Director (Commercial) for five

years beginning 27 September 2016 and fix his remuneration


19-Sep-17 Engineers (India) Ltd. Annual General Meeting Management Appoint Ms. Shazia Ilmi Malik as Independent Director beginning 27 March

2017 until 30 January 2020

For Abstain Inadequate information available about Ms Ilmi's candidature for the Board.

19-Sep-17 Engineers (India) Ltd. Annual General Meeting Management Appoint Jagdish Chander Nakra as Wholetime Director (Projects) for five years

beginning 12 April 2017 and fix his remuneration


19-Sep-17 Tamil Nadu Newsprint & Papers

Limited

Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For Abstain Routine proposal.


Limited

Annual General Meeting Management Declare final dividend of Rs.7.5 per share (Face Value: Rs.10.0) For For Dividend for shareholders.


Limited

Annual General Meeting Management Reappoint K Shanmugam as a Non-Executive, Non-Independent Director For For In line with statutory requirements.


Limited

Annual General Meeting Management Fix remuneration of auditors to be appointed by the Comptroller and Auditor

General of India for FY18



Limited

Annual General Meeting Management Ratify remuneration of Rs. 275,000 (plus service tax and out of pocket

expenses) for Raman & Associates as cost auditors for FY18



Limited

Annual General Meeting Shareholder Appoint Atulya Misra, IAS (DIN 02210369) as a Non-Executive, Non-

Independent Director from 20 April 2017



Limited

Annual General Meeting Shareholder Appoint Dr. R. Selvaraj, IAS (DIN 01797405) as Managing Director for a period of




Limited

Annual General Meeting Management Reappoint A. Velliangiri as Deputy Managing Director from 1 April 2017 to 31

March 2018 on contractual basis and fix his remuneration as minimum

remuneration



Limited

Annual General Meeting Shareholder Reappoint V. Narayanan as an Independent Director for a period of three years

from 1 April 2017



Limited

Annual General Meeting Shareholder Reappoint M.R. Kumar as an Independent Director for a period of three years

from 1 April 2017



Limited

Annual General Meeting Shareholder Reappoint V Nagappan as an Independent Director for a period of three years

from 1 April 2017



Limited

Annual General Meeting Shareholder Appoint Ms. Soundara Kumar (DIN01974515) as an Independent Director for a

period of three years from 1 April 2017


19-Sep-17 Bharti Airtel Ltd Court Meeting Management Approve merger of Telenor (India) Communications Private Limited with Bharti

Airtel Limited

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 liable to pay future spectrum

payments owed by Telenor India, while paying only a token consideration of five equity shares of Bharti Airtel

Limited to the holding company for Telenor India.The acquisition will entail addition of 44 mn wireless

subscribers to the existing 280.6 mn subscribers of Bharti Airtel. Given the scale of Bharti Airtel, the debt levels

will increase only marginally.

20-Sep-17 Apollo Hospitals Enterprise Limited Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017


20-Sep-17 Apollo Hospitals Enterprise Limited Annual General Meeting Management Declare final dividend of Rs.6.0 per equity share (face value of Rs.5.0) For For The total dividend for FY17 is Rs. 6. 0/- per share and the total dividend outflow (including dividend tax for FY17)

is Rs. 1. 0 bn, while the dividend payout ratio is 35. 2%.

20-Sep-17 Apollo Hospitals Enterprise Limited Annual General Meeting Management Reappoint (Ms.) Sangita Reddy (DIN: 00006285) as a Director For For Reappointment is in line with all the statutory requirements.

20-Sep-17 Apollo Hospitals Enterprise Limited Annual General Meeting Management Appoint Deloitte Haskins & Sells LLP as statutory auditors for a term of five


For For Appointment is in line with the requirements of Section 139 of the Companies Act 2013.

20-Sep-17 Apollo Hospitals Enterprise Limited Annual General Meeting Management Reappoint Dr. Prathap C. Reddy (DIN: 00003654) as Executive Chairperson for a

period of five years beginning 25 June 2017 and fix his remuneration

For For Reappointment is in line with all statutory requirements. His proposed remuneration is in line with industry

peers.

20-Sep-17 Apollo Hospitals Enterprise Limited Annual General Meeting Shareholder Appoint Dr. T. Rajgopal (DIN: 02253615) as an Independent Director for a

period of five years beginning 30 May 2017


20-Sep-17 Apollo Hospitals Enterprise Limited Annual General Meeting Management Appoint BVR Mohan Reddy (DIN: 00309302) as an Independent Director for a

period of five years beginning 14 August 2017


20-Sep-17 Apollo Hospitals Enterprise Limited Annual General Meeting Management Approve issuance of Non-Convertible Debentures of up to Rs.5 bn For For The proposed NCD issuance and existing borrowings will not exceed the borrowing limits of the company.





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




20-Sep-17 Apollo Hospitals Enterprise Limited Annual General Meeting Management Ratify remuneration of Rs.1.5 mn payable to Raman & Associates as cost

auditor for FY18


of operations.

20-Sep-17 Bharat Electronics Ltd Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017


20-Sep-17 Bharat Electronics Ltd Annual General Meeting Management 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


20-Sep-17 Bharat Electronics Ltd Annual General Meeting Management Reappoint Nataraj Krishnappa (DIN: 07506012) as an Executive Director For For In line with statutory requirements.

20-Sep-17 Bharat Electronics Ltd Annual General Meeting Shareholder Appoint Ms. Anandi Ramalingam (DIN 07616518) as an Executive Director For For In line with statutory requirements.

20-Sep-17 Bharat Electronics Ltd Annual General Meeting Shareholder Appoint M V Gowtama (DIN 07628039) as an Executive Director For For In line with statutory requirements.

20-Sep-17 Bharat Electronics Ltd Annual General Meeting Shareholder Appoint R N Bagdalkar (DIN 07715648) as an Executive Director For For In line with statutory requirements.

20-Sep-17 Bharat Electronics Ltd Annual General Meeting Management Approve remuneration of Rs.0.35 mn for GNV & Associates as cost auditors for



20-Sep-17 Bharat Electronics Ltd Annual General Meeting Management Approval for the issue of bonus shares in the ratio of 1:10 For For In line with statutory requirements.

20-Sep-17 Oracle Financial Services Software Ltd Annual General Meeting Management Adoption of financial statements for the year ended 31 Mar 2017 For For Routine resolution

20-Sep-17 Oracle Financial Services Software Ltd Annual General Meeting Management Reappoint Maria Smith (DIN 07182337) as director liable to retire by rotation For For Her reappointment is in line with all the statutory requirements.

20-Sep-17 Oracle Financial Services Software Ltd Annual General Meeting Management Confirm payment of interim dividend of Rs 170 per share (FV Rs 5) as final

dividend for FY17

For For OFSS / Oracle) proposes to confirm interim dividend of Rs 170 per share of face value Rs 5 paid for FY17 as final

dividend for the year. In FY16, the company paid a dividend of Rs 100. 0 per share. Total cash outflow on account

of dividend and tax thereon for FY17 is Rs 17. 4 bn and pay-out ratio is 135. 2%.

20-Sep-17 Oracle Financial Services Software Ltd Annual General Meeting Management Appoint Mukund M. Chitale & Co. as statutory auditors for five years For For The appointment is in line with our voting policy on auditor rotation and with the provisions of Section 139 of the

Companies Act 2013.

20-Sep-17 Oracle Financial Services Software Ltd Annual General Meeting Shareholder Appoint Kimberly Woolley (DIN 07741017) as director liable to retire by

rotation

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

20-Sep-17 Oracle Financial Services Software Ltd Annual General Meeting Management Authorize the board to appoint branch auditors in consultation with statutory

auditors and to fix their remuneration

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

remuneration.

20-Sep-17 Adani Power Ltd Court Meeting Management Approve transfer of Mundra Power Generation Business to 99% subsidiary

Adani Power (Mundra) Limited

For For The separation of the Mundra power generation business will allow Adani Power Limited to attract funding for

the separated entity. Further, the transfer of the business into a wholly-owned subsidiary is in line with the

structures followed for its other power plants.Since the transaction is with an indirect wholly-owned subsidiary,

there will be no impact on consolidated financials.

20-Sep-17 Ntpc Ltd Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017


20-Sep-17 Ntpc Ltd Annual General Meeting Management Confirm interim dividend of Rs.2.61 per equity share and declare final dividend



previous year.

20-Sep-17 Ntpc Ltd Annual General Meeting Management Reappoint KK Sharma as Director, liable to retire by rotation For For KK Sharma (DIN: 03014947) is the Wholetime Director (Operations). His reappointment is in line with all


20-Sep-17 Ntpc Ltd Annual General Meeting Management Fix remuneration of statutory auditors to be appointed by the Comptroller and


For For The Comptroller & Auditor General of India (C&AG) has appointed TR Chadha & Co, PSD & Associates, Sagar &

Associates, Kalani & Co, PA & Associates, SK Kapoor & Co and BM Chatrath & Co as statutory auditors for FY18.

As per Section 142 of the Companies Act, 2013, shareholder approval is required to authorize the board to fix the

remuneration of statutory auditors at appropriate level. The total audit fees of Rs.17.5 mn in FY17 (excluding tax

and reimbursements) is commensurate with the size and complexity of the company: we expect audit fees in

FY18 to be in same range.

20-Sep-17 Ntpc Ltd Annual General Meeting Shareholder Appoint Saptarshi Roy as Wholetime Director (Human Resources) for five years


For For Saptarshi Roy is associated with the company for over 35 years. He has held several leadership positions

including being a regional Executive Director (North and Eastern Region) and Executive Director (Corporate

Planning). He was appointed on the board on 1 November 2016 and was paid Rs.1.4 mn for his five months of

service in FY17. His proposed remuneration is not disclosed: remuneration in public sector enterprises is usually

not high. As a good practice, we expect PSE’s to disclose the proposed remuneration to its shareholders through

the AGM notice.

20-Sep-17 Ntpc Ltd Annual General Meeting Shareholder Appoint Anand Kumar Gupta as Wholetime Director (Commercial) for five years

beginning 3 February 2017 and fix his remuneration

For For Anand Kumar Gupta is associated with the company for 37 years. He has experience in engineering and design of

power projects, plant operations, maintenance and marketing and business development.He was appointed on

the board on 3 February 2017 and was paid Rs.0.6 mn for his two months of service in FY17. His proposed

remuneration is not disclosed: remuneration in public sector enterprises is usually not high. As a good practice,

we expect PSE’s to disclose the proposed remuneration to its shareholders through the AGM notice.

20-Sep-17 Ntpc Ltd Annual General Meeting Management Approve payment of Rs.3.1 mn as remuneration to cost auditors for FY18 For For The total remuneration proposed to be paid to the cost auditors is reasonable compared to the size and scale of

operations.

20-Sep-17 Ntpc Ltd Annual General Meeting Management Private placement of non-convertible debentures/bonds aggregating to Rs.150

bn

For For The proposed issuance will be carved out of the company’s borrowing limit of Rs.1,500 bn approved by

shareholders in September 2014.

20-Sep-17 Ntpc Ltd Annual General Meeting Management Alteration to Article 7 of the Articles of Association to enable consolidation and

re-issuance of debt securities

For For In order to reissue and consolidate its debt securities, the company is required to take an enabling provision as

per the recent SEBI circular. NTPC has raised funds through issuance of debt securities including debentures to

finance its ongoing capital expenditure. The proposal seeks approval to comply with SEBI’s requirement.

20-Sep-17 Muthoot Finance Limited Annual General Meeting Management Adoption of standalone & consolidated financial statements for the year ended

31 March 2017

For For Compliant with Accounting Standards





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




20-Sep-17 Muthoot Finance Limited Annual General Meeting Management To reappoint George Jacob Muthoot (DlN: 00018235), as director liable to retire

by rotation


20-Sep-17 Muthoot Finance Limited Annual General Meeting Management To reappoint Alexander Muthoot George (DIN: 00938073), as director liable to

retire by rotation


20-Sep-17 Muthoot Finance Limited Annual General Meeting Management To appoint Varma & Varma as statutory auditors for five years and to fix their

remuneration

For For Appointment compliant with law and subject to annual ratification. No major concern identified

20-Sep-17 Muthoot Finance Limited Annual General Meeting Management To issue Non-Convertible Debentures including other debt securities on private

placement basis

For For Within overall borrowing limit. No concern identified

20-Sep-17 Muthoot Finance Limited Annual General Meeting Management To reappoint Pamela Anna Mathew (DIN: 00742735) as Independent Director

for a tenure of three years from date of AGM


20-Sep-17 Muthoot Finance Limited Annual General Meeting Management To appoint Jose Mathew (DlN: 00023232) as Independent Director for a tenure

of three years from date of AGM

For For No concern identified.

20-Sep-17 Muthoot Finance Limited Annual General Meeting Management To appoint Jacob Banjamin Koshy (DlN: 07901232) as Independent Director for

a tenure of three years from date of AGM


20-Sep-17 Muthoot Finance Limited Annual General Meeting Management To appoint as Pratip Chaudhuri (DIN: 00915201) Independent Director for a

tenure of three years from date of AGM


20-Sep-17 Container Corporation Of India Ltd. Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For This is a standard resolution.

20-Sep-17 Container Corporation Of India Ltd. Annual General Meeting Management 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

For For The total dividend outflow including dividend tax for FY17 is Rs.4.4 bn. The dividend payout ratio is 51.9%.

20-Sep-17 Container Corporation Of India Ltd. Annual General Meeting Management Reappoint Dr. P Alli Rani (DIN 02305257) as an Executive Director For For Dr. P Alli Rani is Director (Finance). She is liable to retire by rotation and her reappointment is in line with all


20-Sep-17 Container Corporation Of India Ltd. Annual General Meeting Management Reappoint S. K. Sharma (DIN 07522844) as Non-Executive Non-Independent

Director

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 requirements.

20-Sep-17 Container Corporation Of India Ltd. Annual General Meeting Management Fix remuneration of Arun K Agarwal & Associates as statutory auditors to be

appointed by the Comptroller and Auditor General of India for FY17

For For The Comptroller & Auditor General of India (C&AG) appoints the statutory auditors. 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

20-Sep-17 Container Corporation Of India Ltd. Annual General Meeting Management Appoint V. Kalyana Rama (DIN: 07201556) as CMD for five years beginning 1

October 2016 and fix his remuneration

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. As a good practice, we

expect PSE’s to disclose the granular details of proposed remuneration to its shareholders through the AGM

notice

20-Sep-17 Power Finance Corporation Ltd Annual General Meeting Management Adopt standalone and consolidated financial statements for the year ended 31

March 2017


20-Sep-17 Power Finance Corporation Ltd Annual General Meeting Management Confirm interim dividend of Rs. 5.0 per equity share as final dividend (face value

of Rs.10.0 each).


20-Sep-17 Power Finance Corporation Ltd Annual General Meeting Management Reappoint Arun Kumar Verma (DIN: 02190047), as director liable to retire by

rotation


20-Sep-17 Power Finance Corporation Ltd Annual General Meeting Management Fix remuneration of joint statutory auditors, M. K. Aggarwal & Co. and Gandhi

Minocha & Co., for FY18


20-Sep-17 Power Finance Corporation Ltd Annual General Meeting Management Appoint Rajeev Sharma (DIN: 00973413), as Chairman and Managing Director

for a term of five years with effect from 1 October 2016 and to fix his

remuneration


20-Sep-17 Power Finance Corporation Ltd Annual General Meeting Management Appoint Chinmoy Gangopadhyay (DIN: 02271398), as Director (Projects) for a

term of five years with effect from 1 January 2017 and fix his remuneration


20-Sep-17 Power Finance Corporation Ltd Annual General Meeting Management Appoint Sitaram Pareek (DIN: 00165036) as Independent Director a period of

three years from 6 February 2017


20-Sep-17 Power Finance Corporation Ltd Annual General Meeting Management Appoint N. B. Gupta (DIN:00530741) as Director (Finance), liable to retire by

rotation and to fix his remuneration


20-Sep-17 Power Finance Corporation Ltd Annual General Meeting Management Issue non-convertible debentures up to Rs. 650.0 bn via private placement For For Positive for business growth

20-Sep-17 Dalmia Bharat Ltd. Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017


20-Sep-17 Dalmia Bharat Ltd. Annual General Meeting Management Declare final dividend of Rs.2.2 per equity share (face value of Rs.2.0) For For Dividend for shareholders.

20-Sep-17 Dalmia Bharat Ltd. Annual General Meeting Management Reappoint Jayesh Nagindas Doshi (DIN: 00017963) as a Director retiring by

rotation


20-Sep-17 Dalmia Bharat Ltd. Annual General Meeting Management Ratify the appointment of S. S. Kothari Mehta & Co. as statutory auditors for



20-Sep-17 Dalmia Bharat Ltd. Annual General Meeting Management Approve payment of additional performance bonus of Rs. 23.0 mn to Jayesh

Nagindas Doshi for 2016-17 and include perquisites arising out of exercise of

stock options in his remuneration structure until his term of appointment


20-Sep-17 Dalmia Bharat Ltd. Annual General Meeting Management Revise terms of remuneration for Jai Hari Dalmia (DIN: 00009717) as Managing

Director with effect from 1 April 2017


20-Sep-17 Dalmia Bharat Ltd. Annual General Meeting Management Revise terms of remuneration for Yadu Hari Dalmia (DIN: 00009800) as

Managing Director with effect from 1 April 2017


20-Sep-17 Welspun India Limited Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For This is a standard resolution.

20-Sep-17 Welspun India Limited Annual General Meeting Management Approve final dividend of Rs.0.65 per share of face value Re.1.0 each For For The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs.0.8 bn. The dividend






Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




20-Sep-17 Welspun India Limited Annual General Meeting Management Reappoint Balkrishan Goenka as a Director For For Balkrishan Goenka (DIN: 00270175) is the promoter Chairperson of Welspun India. He retires by rotation and his


20-Sep-17 Welspun India Limited Annual General Meeting Management Appoint SRBC & Co LLP as the statutory auditors for a period of five years and


For For SRBC & Co LLP are replacing Price Waterhouse Chartered Accountants LLP as the statutory auditors. Their


20-Sep-17 Welspun India Limited Annual General Meeting Shareholder Appoint Pradeep Poddar as an Independent Director for three years w.e.f 15

September 2016

For For Pradeep Poddar (DIN: 00025199) is the former MD and CEO of Heinz India. His appointment is in line with the


20-Sep-17 Welspun India Limited Annual General Meeting Management Approve remuneration of Rs. 0.3 mn for Kiran J. Mehta & Co. as cost auditors

for FY18


operations.

20-Sep-17 Welspun India Limited Annual General Meeting Management Reappoint Rajesh Mandawewala as Managing Director for a period of five years

w.e.f 1 April 2017 and fix his remuneration

For For His estimated pay of ~Rs.62 mn in FY18 is in line with similar sized peers and is commensurate with the size and

scale of operations. To provide shareholders more clarity on his final remuneration, the company should have

capped his variable pay in absolute terms.

21-Sep-17 Beml (Bharat Earth Movers Limited) Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017


21-Sep-17 Beml (Bharat Earth Movers Limited) Annual General Meeting Management Approve final dividend of Rs.8 per equity share of Rs.10 each For For Dividend for shoreholders

21-Sep-17 Beml (Bharat Earth Movers Limited) Annual General Meeting Management Reappoint Aniruddh Kumar as Director, liable to retire by rotation For For In line with statutory requirements.

21-Sep-17 Beml (Bharat Earth Movers Limited) Annual General Meeting Management Reappoint Sanjay Prasad as Non-Executive Non-Independent Director For For In line with statutory requirements.

21-Sep-17 Beml (Bharat Earth Movers Limited) Annual General Meeting Management Fix remuneration of statutory auditors to be appointed by the Comptroller and



21-Sep-17 Beml (Bharat Earth Movers Limited) Annual General Meeting Management Approve payment of Rs.121,000 as remuneration to M Bansal and Co, cost

auditors for FY18


21-Sep-17 Hcl Technologies Ltd Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017


21-Sep-17 Hcl Technologies Ltd Annual General Meeting Management Reappoint Sudhindar Khanna (DIN 01529178) as Non-Executive Non-


For For He is liable to retire by rotation and his reappointment is in line with all statutory requirements.

21-Sep-17 Hcl Technologies Ltd Annual General Meeting Management Ratify S. R. Batliboi & Co LLP’s reappointment as statutory auditors and fix

remuneration

For For The ratification is in line with our Voting Policy on Auditor (Re)Appointment and follows the spirit of Section 139

of the Companies Act, 2013.

21-Sep-17 Hcl Technologies Ltd Annual General Meeting Management Reappoint Shiv Nadar (DIN: 00015850) as Managing Director under the

designation of Chairperson and Chief Strategy Officer for five years from 1

February 2017 and fix his remuneration at Rs.50 mn annually

For For Shiv Nadar, 72, has been the Managing Director of the Company since 13 September 1999. The reappointment

of Shiv Nadar as Managing Director under the designation of Chairperson and Chief Strategy Officer is in line with

the statutory requirements. The proposed remuneration is capped at Rs.50.0 mn (including remuneration from

subsidiaries) which is lower than his FY17 remuneration of Rs.168 mn. The proposed remuneration is

commensurate with the size and complexity of the business and in line with the peers.

21-Sep-17 Hcl Technologies Ltd Annual General Meeting Shareholder Appoint Deepak Kapoor (DIN 00162957) as an Independent Director for five

years from 26 July 2017

For For Deepak Kapoor is the former Chairperson and CEO of PwC India. His appointment is in line with all statutory

requirements.

21-Sep-17 Repco Home Finance Limited Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017


21-Sep-17 Repco Home Finance Limited Annual General Meeting Management To declare dividend of Rs. 2.0 per equity share (face value Rs. 10) For For Positive for shareholders

21-Sep-17 Repco Home Finance Limited Annual General Meeting Management To reappoint L. Munishwar Ganesan, (DIN 07082752) as director liable to retire

by rotation


21-Sep-17 Repco Home Finance Limited Annual General Meeting Management To appoint S.R. Batliboi & Associates LLP as statutory auditors for five years For For No concerns has been identified

21-Sep-17 Repco Home Finance Limited Annual General Meeting Shareholder To appoint Dr. P. Umanath, I.A.S (DIN 00121646) as director liable to retire by

rotation


21-Sep-17 Repco Home Finance Limited Annual General Meeting Shareholder To appoint Ms. R.S. Isabella (DIN 06871120) as director liable to retire by

rotation


21-Sep-17 Repco Home Finance Limited Annual General Meeting Management To issue Non-Convertible Debentures (NCD) aggregating to Rs. 30.0 bn and

Commercial Paper to Rs. 8.0 bn on private placement basis

For For Positive for business growth

21-Sep-17 Rural Electrification Corporation Ltd Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine resolution

21-Sep-17 Rural Electrification Corporation Ltd Annual General Meeting Management To confirm interim dividend of Rs, 7.0 and declare final dividend of Rs. 2.65 per

equity share (face value Rs. 10.0) for FY17


21-Sep-17 Rural Electrification Corporation Ltd Annual General Meeting Management Reappoint Dr. Arun Kumar Verma (DIN: 02190047) as a Non-Executive Non-



21-Sep-17 Rural Electrification Corporation Ltd Annual General Meeting Management Authorize board to fix the remuneration of joint statutory auditors for FY18 For For No concerns has been identified

21-Sep-17 Rural Electrification Corporation Ltd Annual General Meeting Management To approve related party transactions with the Energy Efficiency Services Ltd.

(EESL), a 31.7% JV or any other associate company of REC for FY18 upto Rs. 4.9

bn (upto 2% of FY17 turnover)


21-Sep-17 Rural Electrification Corporation Ltd Annual General Meeting Management Issuance of Non-Convertible Debentures (NCDs) or bonds on a private

placement basis upto Rs. 650 bn


21-Sep-17 Relaxo Footwears Limited Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For Abstain Board best suited

21-Sep-17 Relaxo Footwears Limited Annual General Meeting Management Declaration of Dividend For For Good policy to give dividend to shareholders.

21-Sep-17 Relaxo Footwears Limited Annual General Meeting Management Reappoint Deval Ganguly as a Director For For Deval Ganguly (DIN: 00152585) is a Whole Time Director of the company. He retires by rotation and his


21-Sep-17 Relaxo Footwears Limited Annual General Meeting Management Appoint B. R. Maheswari & Co. LLP as the statutory auditors for a period of five


For For B. R. Maheswari & Co. LLP are replacing Gupta & Dua as the statutory auditors. Mukesh Dua, partner at Gupta &

Dua (who have been the auditors for the past 18 years), was also a signing partner at B. R. Maheswari till March

2015. The company must articulate its rationale for choosing the new auditors.





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




21-Sep-17 Relaxo Footwears Limited Annual General Meeting Management Reappoint Nikhil Dua as Whole Time Director for a period of three years w.e.f 1

October 2017 and fix his remuneration

For For He has over 21 years of experience in Manufacturing, Product Development in the footwear Industry and

Management of the Company. Rest all in line with policy.

21-Sep-17 Relaxo Footwears Limited Annual General Meeting Management Reappoint Ritesh Dua in office of profit as Executive Vice President (Finance) for

a period of three years w.e.f 1 October 2017 and fix his remuneration

For Abstain Part of the promoter group and the son of Mukand Dua. His estimated remuneration is Rs.6.5 mn. The company

has not disclosed any details on his age and experience. In the absence of information, there is no clarity on

whether salary is in line so abstaining..

21-Sep-17 Relaxo Footwears Limited Annual General Meeting Management Reappoint Gaurav Dua in office of profit as Executive Vice President (Marketing)

for a period of three years w.e.f 1 October 2017 and fix his remuneration

For Abstain Part of the promoter group and the son of Ramesh Dua. His estimated remuneration is Rs.6.5 mn. The company


whether salary is in line so abstaining.

21-Sep-17 Relaxo Footwears Limited Annual General Meeting Management Reappoint Nitin Dua in office of profit as Executive Vice President (Retail) for a

period of three years w.e.f 1 October 2017 and fix his remuneration

For Abstain Part of the promoter group and the son of Mukand Dua. His estimated remuneration is Rs.6.5 mn. The company



21-Sep-17 Relaxo Footwears Limited Annual General Meeting Management Reappoint Rahul Dua in office of profit as Assistant Executive Vice President

(Manufacturing) for a period of three years w.e.f 1 October 2017 and fix his

remuneration

For Abstain Part of the promoter group and the son of Ramesh Dua. His estimated remuneration is Rs.6.5 mn. The company



21-Sep-17 Thomas Cook (India) Ltd Postal Ballot Management Approve inter-corporate transactions upto Rs.11.4 bn For Abstain Best Suited to Board

22-Sep-17 Bharat Heavy Electricals Ltd Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine business

22-Sep-17 Bharat Heavy Electricals Ltd Annual General Meeting Management Confirm interim dividend of Re 0.80 per equity share and declare final dividend

of Re.0.78per equity share of Rs.2each

For For The total outflow on account of dividend is Rs.4.7 bn. The dividend payout ratio is 93.9%

22-Sep-17 Bharat Heavy Electricals Ltd Annual General Meeting Management Reappoint Subrata Biswas as Director, liable to retire by rotation For For Subrata Biswas (DIN: 07297184) is Wholetime Director (Engineering, Research & Development). His


22-Sep-17 Bharat Heavy Electricals Ltd Annual General Meeting Management Reappoint T Chockalingam as Director, liable to retire by rotation For For T Chockalingam (DIN: 07428614) is the Wholetime Director (Finance). His reappointment is in line with all


22-Sep-17 Bharat Heavy Electricals Ltd Annual General Meeting Management Fix remuneration of statutory auditors to be appointed by the Comptroller and


For For The Comptroller & Auditor General of India (C&AG) have appointed DSP & Associates, Dhawan & Co, and

Mahesh C Solankhi & Company as the statutory auditors for FY18 at a remuneration of Rs.1.18 mn, Rs.1.19 mn

and Rs.1.27 mn respectively. The proposed total audit fee (excluding tax and reimbursements) is commensurate

with the size and complexity of the company

22-Sep-17 Bharat Heavy Electricals Ltd Annual General Meeting Management Approve payment of Rs.1.47 mn as remuneration payable to cost auditors for

FY18


operations

22-Sep-17 Bharat Heavy Electricals Ltd Annual General Meeting Shareholder Appoint Bhaskar Jyoti Mahanta as Non -Executive Non-Independent Director

beginning 3 January 2017

For For Bhaskar Jyoti Mahanta (DIN: 07487571) is Joint Secretary at Department of Heavy Industry, Ministry of Heavy

Industries & Public Enterprises. His appointment is in line with all statutory requirements

22-Sep-17 Bharat Heavy Electricals Ltd Annual General Meeting Shareholder Appoint Ms. Surama Padhy as Independent Director for three years beginning 3

February 2017

For For Ms. Surama Padhy is the Chairperson of Orissa State Cashew Dev. Corporation Ltd. She is appointed as an

Independent Director for three years. Her appointment is in line with all statutory requirements

22-Sep-17 Bharat Heavy Electricals Ltd Annual General Meeting Management Issue one equity share as bonus for two equity shares of Rs.2 each For For The issuance will result in capitalization of Rs.2.44 bn from capital reserve of the company. Bonus issuance will

increase the liquidity of the equity shares with higher floating stock and make the equity shares more affordable

22-Sep-17 Suzlon Energy Ltd Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine matter

22-Sep-17 Suzlon Energy Ltd Annual General Meeting Management Reappoint Vinod R. Tanti (DIN: 00002266) as a Director For For He retires by rotation and his reappointment is in line with all the statutory requirements

22-Sep-17 Suzlon Energy Ltd Annual General Meeting Management Reappoint Rajiv Ranjan Jha (DIN: 03523954) as a Non Executive Non


For For Rajiv Ranjan Jha is nominee director of Power Finance Corporation Limited. 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

22-Sep-17 Suzlon Energy Ltd Annual General Meeting Management Appoint Deloitte Haskins & Sells LLP as statutory auditors for five years and fix

their remuneration

For For Deloitte Haskins & Sells LLP are replacing SNK & Co. and S. R. Batliboi & Co. LLP as the statutory auditors. Their

appointment is in line with our voting policy and also complies with Section 139 of the Companies Act

22-Sep-17 Suzlon Energy Ltd Annual General Meeting Shareholder Appoint Sunit Sarkar as a Non-Executive Non Independent Director liable to

retire by rotation

For For Sunit Sarkar, 51, is a nominee of IDBI Bank. Currently, he is Chief General Manager, Credit Monitoring Group at

the bank. His appointment is in line with all statutory requirements

22-Sep-17 Suzlon Energy Ltd Annual General Meeting Management Ratify remuneration of Rs. 500,000 payable to D.C.Dave & Co as cost auditors

for FY18


of operations

22-Sep-17 Suzlon Energy Ltd Annual General Meeting Management Reappoint Tulsi R. Tanti as managing Director for a period of five years

beginning 1 April 2017 and fix his remuneration

For For Tulsi R. Tanti, 59, is promoter director. The company proposes to increase his remuneration from Rs.30 mn to

Rs.50 mn per annum excluding perquisites and performance incentives. While Suzlon has turned around and is

profitable, the company is still in CDR. Further the shareholders have not seen any returns over an extended

period. Therefore, there is no merit in a salary increase now; the company can approach shareholders once the

company comes out of CDR.

22-Sep-17 Suzlon Energy Ltd Annual General Meeting Management Issue securities up to Rs. 20 bn For For At current market price of Rs. 16.2 per share, in order to raise Rs.20.0 bn, 1.24 bn fresh shares need to be

allotted. Assuming the entire amount is raised, this will result in equity dilution of 18.9% on the post–issuance

share capital of the company. Nevertheless, the company needs to raise equity to correct its capital structure:

Suzlon is currently under a Corporate Debt Restructuring (CDR) programme

22-Sep-17 Suzlon Energy Ltd Annual General Meeting Management Issue non convertible debentures up to Rs. 9.0 bn via private placement For For The issuance will be carved out of the company’s overall borrowing limits. The company may not be able to do

an NCD issue with a CARE BBB rating. Investors should engage with the company to ascertain its alternate plans

22-Sep-17 Sml Isuzu Limited Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine Resolution

22-Sep-17 Sml Isuzu Limited Annual General Meeting Management Declare dividend of Rs. 8 per equity share (face value Rs. 10) for FY17 For For Good practice to distribute part of profits to shareholders; income for the fund.

22-Sep-17 Sml Isuzu Limited Annual General Meeting Management Reappoint Masaki Nakajima (DIN: 06605180) as a Non-Executive Non-


For For Masaki Nakajima, 55, represents Sumitomo Corp., Japan on the board. His reappointment meets all statutory

requirements.

22-Sep-17 Sml Isuzu Limited Annual General Meeting Management Reappoint Masahiro Narikiyo (DIN: 07125220) as a Non-Executive Non-



22-Sep-17 Sml Isuzu Limited Annual General Meeting Management Ratify appointment of BSR & Associates LLP as statutory auditors for FY18 and


For For Routine Resolution. The appointment is in line with the statutory requirements.

22-Sep-17 Sml Isuzu Limited Annual General Meeting Shareholder Appoint Kazuo Goda (DIN: 07572151) as a Non-Executive Non-Independent

Director

For For Kazuo Goda, 50, represents Isuzu Motors Ltd. on the board. He is currently GM – International Sales in Isuzu

Motors Ltd. His appointment is in line with the statutory requirements.





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




22-Sep-17 Sml Isuzu Limited Annual General Meeting Shareholder Appoint Takahiro Imai (DIN: 07796387) as an Executive Director For For His appointment meets all statutory requirements

22-Sep-17 Sml Isuzu Limited Annual General Meeting Management Appoint Takahiro Imai as Director – R&D (Isuzu Products & Projects) for two


For For Takahiro Imai has around 20 years of experience in Automotive Engineering. He last served Isuzu Motors Ltd. as

Manager- CV Chassis Engineering Department. His remuneration is likely to be around Rs. 6.0 mn for FY18, which

is commensurate with the size and complexity of the business, and comparable to peers.

22-Sep-17 Schneider Electric Infrastructure

Limited

Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine Resolution.


Limited

Annual General Meeting Management Reappoint Vivek Sarwate as an Executive Director For For Vivek Sarwate was appointed as an ED at the FY16 AGM. He attended 50% of the board meetings in FY17. We

expect directors to take their responsibilities seriously and attend all board meetings.


Limited

Annual General Meeting Management Reappoint Anil Chaudhry as a Non-Executive, Non-Independent Director For For Anil Chaudhry is the Country President and Managing Director of Schneider Electric India Private Limited (Group

company). He retires by rotation and his reappointment is in line with statutory requirements.


Limited

Annual General Meeting Management Ratify S.R Batliboi & Co, LLP as statutory auditors for FY18 and fix their

remuneration

For For S.R Batliboi & Co. have been auditing the company's accounts for last seven years. S.R Batliboi & Co, LLP's

ratification as statutory auditors is in line with our Voting Guidelines on Auditor (Re)Appointments and with the



Limited


expenses) for Shome & Banerjee, as cost auditors payable for FY18

For For The board has approved the appointment of Shome & Banerjee as cost auditors for FY18 on a total remuneration

of Rs. 434,000 plus applicable service tax and out of pocket expenses. The total remuneration proposed to be

paid to the cost auditors in FY18 is reasonable compared to the size and scale of the company's operations.


Limited

Annual General Meeting Management Alter the Objects and Liability Clause of the Memorandum of Association (MoA)

to align it with the Companies Act, 2013 and add 9 sub-clauses after sub-clause

46 of Clause III (B) in the Objects Clause

For For The existing Memorandum of Association (MoA) of the Company was framed under the Companies Act, 1956.

After the introduction of Companies Act 2013, it is required to alter its MoA. The proposed modifications are

essential to comply with the requirements of the new Act. The proposed changes to the MoA are available in the

notice. The sub-clauses enable the company to expand the scope of its operations, operate an information

processing centre and apply for Government orders.While the notice mentions that proposed changes to their

MoA are available on the company’s website, we have not been able to view the draft MoA on the website


Limited

Annual General Meeting Management Adoption of a new set of Articles of Association (AoA) of the company

containing regulations in line with the Companies Act, 2013

For For With the coming into force of the Companies Act, 2013, several provisions of the existing Articles of Association

(AoA) require alteration or deletion. Accordingly, the Company has proposed to replace the entire existing AoA.

While the notice mentions that proposed changes to their AoA are available on the company's website, we have

not been able to view the draft AoA on the website. The company could have been more shareholder-friendly

and made the proposed changes to the AoA available in the notice


Limited

Annual General Meeting Management Approve related party transactions with Schneider Electric IT Business India

Private Limited, group company, aggregating to Rs. 6.0 bn

For For The company seeks shareholder approval for related party transactions with Schneider Electric IT Business India

Private Limited, group company, up to an aggregate limit of Rs. 6.0 bn (47% of FY17 Consolidated turnover). The

nature of transactions include borrowings and sale/ purchase of goods and services. We believe that the

transactions will be operational in nature. We expect companies to provide the tenure of the approval.


Limited

Annual General Meeting Management Approve participation of employees in World Employee Share Ownership

Plan(WESOP) and ratify the financial assistance provided by the company to the

employees, pursuant to the scheme in FY17

For For The WESOP Scheme provides employees of the Schneider Group globally the option to subscribe to the shares of

the promoter entity, Schneider Electric SA, France. Under this scheme, employees are given shares at a 15%

discount to market price. Employees are allowed to contribute up to 25% of their FY16 salary towards the

scheme and the company matches the employee contribution (up to a limit). The scheme will help the company

retain talent while the impact on the financials will be insignificant. The company seeks approval under section

67 of the Companies Act 2013 for providing financial assistance to employees to purchase shares of its holding

company.

22-Sep-17 Nmdc Limited Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For Abstain Routine proposal.

22-Sep-17 Nmdc Limited Annual General Meeting Management Confirm interim dividend of Rs.4.15 per share and approve final dividend of Rs.1

per share of face value Rs.1.0 each


22-Sep-17 Nmdc Limited Annual General Meeting Management Reappoint Devinder Singh Ahluwalia as a Director For For In line with statutory requirements.

22-Sep-17 Nmdc Limited Annual General Meeting Management Reappoint Narendra K Nanda as a Director For For In line with statutory requirements.

22-Sep-17 Nmdc Limited Annual General Meeting Management Authorise the board to fix the remuneration of statutory auditors for FY2017-18

appointed by the Comptroller and Auditor-General of India (CAG)


22-Sep-17 Nmdc Limited Annual General Meeting Shareholder Appoint Saraswati Prasad as a Director For For In line with statutory requirements.

22-Sep-17 Nmdc Limited Annual General Meeting Management Approve remuneration of Rs. 0.6 mn for Prasad Bharathula & Associates as cost

auditors for FY18


22-Sep-17 Nmdc Limited Annual General Meeting Shareholder Appoint N Baijendra Kumar as Director For For In line with statutory requirements.

22-Sep-17 Niit Technologies Ltd Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017


22-Sep-17 Niit Technologies Ltd Annual General Meeting Management To declare final dividend of Rs.12.5 per share of face value Rs.10.0 For For The total dividend outflow including dividend tax for FY17 is Rs.0.9 bn. The dividend payout ratio is 56.0%.

22-Sep-17 Niit Technologies Ltd Annual General Meeting Management Reappoint Arvind Thakur (DIN 00042534) as an Executive Director For For Arvind Thakur is CEO and Joint Managing Director. He is liable to retire by rotation and his reappointment is in

line with all statutory requirements

22-Sep-17 Niit Technologies Ltd Annual General Meeting Management Appoint S R Batliboi & Associates LLP as statutory auditors for a period of five


For For S R Batliboi & Associates LLP’s appointment is in line with our Voting Policy on Auditor Appointment and with the


22-Sep-17 Niit Technologies Ltd Annual General Meeting Management Reappoint Ms. Holly Jane Morris (DIN 06968557) as an Independent Director

for five years from 1 April 2017

For For Ms. Holly Jane Morris was the CIO at Thrivent Financial, a financial services organization. Her reappointment is in


22-Sep-17 Delta Corp Ltd Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017


22-Sep-17 Delta Corp Ltd Annual General Meeting Management To declare final dividend of Rs.0.35 per share of face value Re.1.0 For For Dividend for shareholders.

22-Sep-17 Delta Corp Ltd Annual General Meeting Management Reappoint Ashish Kapadia (DIN: 02011632) as an Executive Director For For In line with statutory requirements.





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




22-Sep-17 Delta Corp Ltd Annual General Meeting Management Ratify Walker Chandiok & Co LLP's appointment as statutory auditors and fix

remuneration


22-Sep-17 Delta Corp Ltd Annual General Meeting Shareholder Appoint Chetan Desai (DIN: 03595319) as Non-Executive Non-Independent

Director


22-Sep-17 Delta Corp Ltd Annual General Meeting Management Approve related party transactions with Daman Hospitality Private Limited

(DHPL), an 85.2% subsidiary

For Abstain No clarity on the quantum of transactions nor the period for which the approval is being sought

22-Sep-17 Cg Power And Industrial Solutions

Limited

Annual General Meeting Management Adoption of standalone financial statements for the year ended 31 March

2017Adoption of consolidated financial statements for the year ended 31

March 2017



Limited

Annual General Meeting Management Reappoint Gautam Thapar (DIN: 00012289) as a Non-Executive Non-


For For Gautam Thapar, 57, represents the promoter group on the board. His reappointment meets all statutory

requirements.


Limited

Annual General Meeting Management Reappoint Dr. Omkar Goswami (DIN: 00004258) as a Non-Executive Non-


For For Dr. Omkar Goswami, 61, has been on the board for the past 14 years. His reappointment meets all statutory

requirements.


Limited

Annual General Meeting Management Ratify appointment of Chaturvedi & Shah as statutory auditors for FY18 and fix

their remuneration

For For The ratification of Chaturvedi & Shah's appointment is in line with our Voting Guidelines on Auditor (Re)

appointment and with the requirements of Section 139 of the Companies Act 2013.


Limited

Annual General Meeting Management Approve remuneration of Rs. 0.5 mn for Ashwin Solanki & Associates as cost

auditors for FY18

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


Limited

Annual General Meeting Shareholder Appoint Jitender Balakrishnan (DIN: 00028320) as an Independent Director for


For For Jitender Balakrishnan, 68, is a graduate in Mechanical Engineering from NIT, Madras University. He has over 39

years of financial sector. He is a former Deputy Managing Director of IDBI Bank Ltd. His appointment as an

independent director meets all statutory requirements.

22-Sep-17 Grasim Industries Ltd Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For Abstain Routine proposal.

22-Sep-17 Grasim Industries Ltd Annual General Meeting Management Declare final dividend of Rs. 5.5 per equity share (face value Rs. 2.0) for FY17 For For Dividend for shareholders.

22-Sep-17 Grasim Industries Ltd Annual General Meeting Management Reappoint Kumar Mangalam Birla (DIN: 00012813) as a Non-Executive Non-



22-Sep-17 Grasim Industries Ltd Annual General Meeting Management Ratify appointment of BSR & Co. LLP as joint statutory auditors for FY18 and fix

their remuneration


22-Sep-17 Grasim Industries Ltd Annual General Meeting Management Appoint SRBC & Co. LLP as joint statutory auditors for a period of five years and



22-Sep-17 Grasim Industries Ltd Annual General Meeting Management Issuance of Non-Convertible Debentures (NCDs) on a private placement basis

upto Rs. 30.0 bn


22-Sep-17 Grasim Industries Ltd Annual General Meeting Management Approve remuneration of Rs. 1.0 mn for DC Dave & Co. as cost auditors for FY18 For For In line with statutory requirements.

22-Sep-17 Grasim Industries Ltd Annual General Meeting Management Alter the Articles of Association (AoA) by inserting new clauses 63A to 63D For For In line with statutory requirements.

22-Sep-17 Jindal Steel & Power Ltd Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017


22-Sep-17 Jindal Steel & Power Ltd Annual General Meeting Management Reappoint Naveen Jindal as Director, liable to retire by rotation For For In line with statutory requirements.

22-Sep-17 Jindal Steel & Power Ltd Annual General Meeting Management Reappoint Rajeev Rupendra Bhadauria as Director, liable to retire by rotation For For In line with statutory requirements.

22-Sep-17 Jindal Steel & Power Ltd Annual General Meeting Management Ratify Lodha & Co as statutory auditors and fix their remuneration for FY18 For For In line with statutory requirements.

22-Sep-17 Jindal Steel & Power Ltd Annual General Meeting Management Approve remuneration of Rs.750,000 payable to Ramanath Iyer & Co, cost

auditors for FY18


22-Sep-17 Jindal Steel & Power Ltd Annual General Meeting Shareholder Appoint Kuldip Chander Sood as Independent Director for three years beginning

25 April 2017


22-Sep-17 Jindal Steel & Power Ltd Annual General Meeting Shareholder Appoint Dr. Amar Singh as Independent Director for three years beginning 25

April 2017


22-Sep-17 Jindal Steel & Power Ltd Annual General Meeting Shareholder Appoint Anjan Barua as nominee director of State Bank of India For For In line with statutory requirements.

22-Sep-17 Jindal Steel & Power Ltd Annual General Meeting Management Authorize the board to make donations to charitable and other funds upto 5%

of net profit or Rs.500 mn whichever higher

For Abstain Inadequate information available about donations.

22-Sep-17 Jindal Steel & Power Ltd Annual General Meeting Management Reappoint Naveen Jindal as Chairperson for three years beginning 1 October


For Abstain Inadequate information available about remuneration.

22-Sep-17 Jindal Steel & Power Ltd Annual General Meeting Management Reappoint Rajeev Rupendra Bhadauria as Wholetime Director for three years

beginning 27 May 2018 and fix his remuneration


22-Sep-17 Jindal Steel & Power Ltd Annual General Meeting Management Reappoint Dinesh Kumar Saraogi as Wholetime Director for three years



22-Sep-17 Jindal Steel & Power Ltd Annual General Meeting Management Approve conversion of loan into equity shares pursuant to Strategic Debt

Restructuring Scheme


22-Sep-17 Jindal Steel & Power Ltd Annual General Meeting Management Issuance of equity and quasi equity instruments upto Rs.50 bn For For In line with statutory requirements.

22-Sep-17 Jindal Steel & Power Ltd Annual General Meeting Management Issue Non-Convertible Debentures upto Rs.5 bn on private placement basis For For In line with statutory requirements.

22-Sep-17 Jindal Steel & Power Ltd Annual General Meeting Management Approve Jindal Steel & Power Limited Employee Stock Option Scheme - 2017

and grant of stock options to the employees of the company


22-Sep-17 Jindal Steel & Power Ltd Annual General Meeting Management Extend the benefits of Jindal Steel & Power Limited Employee Stock Option

Scheme - 2017 to the employees of subsidiary companies


22-Sep-17 Jindal Steel & Power Ltd Annual General Meeting Management Increase authorized share capital to Rs.3bn and consequent alteration to clause

V of Memorandum of Association


22-Sep-17 Heidelberg Cement India Limited Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For Abstain Routine proposal.

22-Sep-17 Heidelberg Cement India Limited Annual General Meeting Management Declare final dividend of Rs. 2.0 per equity share (face value Rs. 10.0) For For In line with statutory requirements.





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




22-Sep-17 Heidelberg Cement India Limited Annual General Meeting Management Reappoint Dr. Albert Scheuer as Non-Executive Non-Independent Director For For In line with statutory requirements.

22-Sep-17 Heidelberg Cement India Limited Annual General Meeting Management Appoint S N Dhawan & Co LLP as statutory auditors for five years and fix their

remuneration


22-Sep-17 Heidelberg Cement India Limited Annual General Meeting Management Reappoint Jamshed Naval Cooper as Managing Director for three years from 1

July 2017


22-Sep-17 Heidelberg Cement India Limited Annual General Meeting Management Reappoint Sushil Kumar Tiwari as Whole-time Director from 10 June 2017 till 9



22-Sep-17 Heidelberg Cement India Limited Annual General Meeting Management Approve remuneration of Rs. 250,000 payable to R J Goel & Co as cost auditors

for FY18


22-Sep-17 Sun Tv Network Limited Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For Abstain Routine proposal

22-Sep-17 Sun Tv Network Limited Annual General Meeting Management Confirm two interim dividends of Rs.5.0 per share each per equity share (FV

Rs.5) as final dividend

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.10.0 per share. Total dividend including the dividend distribution tax for the year is Rs.4.7 bn. Payout ratio for

FY17 is 48.4%.

22-Sep-17 Sun Tv Network Limited Annual General Meeting Management Reappoint S. Selvam as a Non-Executive, Non-Independent Director For For S. Selvam is a Movie Producer. He retires by rotation and his reappointment is in line with statutory

requirements

22-Sep-17 Sun Tv Network Limited Annual General Meeting Management Appoint Deloitte Haskins & Sells LLP as statutory auditors for five years and fix

their remuneration

For For The company proposes to appoint Deloitte Haskins & Sells LLP. Their appointment is in line with our Voting

Guidelines on Auditor (Re)Appointments and with the requirements of Section 139 of the Companies Act 2013.

22-Sep-17 Sun Tv Network Limited Annual General Meeting Management Ratify remuneration of Rs. 220,000 (plus service tax and out of pocket

expenses) for S. Sundar & Associates, as cost auditors for FY17 and FY18

For For The total remuneration payable/proposed to be paid to the cost auditors in FY17 and FY18 is reasonable

compared to the size and scale of the company’s operations.

23-Sep-17 United Breweries Ltd Annual General Meeting Management Adoption of accounts For Abstain Board Best suited

23-Sep-17 United Breweries Ltd Annual General Meeting Management Declare dividend For For Good policy to pay divided to shareholders

23-Sep-17 United Breweries Ltd Annual General Meeting Management Re-appointment of Mr. Sijbe Hiemstra as Director, liable to retire by rotation. For For General Management, Marketing, Sales & Export .Mr. Hiemstra joined Heineken in 1978. He started in various

commercial and logistic projects, culminating in Product, Brand and Category Manager. In 1985 he was

appointed Export Manager Softdrinks with Heineken Export Department/ Vrumona. He started in various

commercial and logistic projects, culminating in Product, Brand and Category Manager. In 1985 he was

appointed Export Manager Softdrinks with Heineken Export Department/ Vrumona. Mr. Hiemstra has been

appointed on the Board of UBL effective July 23, 2015.

23-Sep-17 United Breweries Ltd Annual General Meeting Management Appointment of Auditors and fixing their Remuneration For For No concern has been identified in relation to ratification of Statutory Auditors’ appointment

23-Sep-17 Orient Cement Limited Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For Abstain Routine proposal.

23-Sep-17 Orient Cement Limited Annual General Meeting Management Declare final dividend of Re. 0.5 per equity share (face value Re. 1.0) For For Dividend for shareholders.

23-Sep-17 Orient Cement Limited Annual General Meeting Management Reappoint C K Birla as Director For For In line with statutory requirements.

23-Sep-17 Orient Cement Limited Annual General Meeting Management Ratify SR Batliboi & Co LLP as statutory auditors for one year and fix their

remuneration


23-Sep-17 Orient Cement Limited Annual General Meeting Shareholder Appoint I Y R Krishna Rao as Independent Director for five years For For In line with statutory requirements.

23-Sep-17 Orient Cement Limited Annual General Meeting Management Waive recovery of excess remuneration of Rs. 44.5 mn paid to Desh Deepak

Khetrapal as Managing Director and CEO for FY17

For Abstain Inadequate information available.

23-Sep-17 Orient Cement Limited Annual General Meeting Management Fix remuneration for Desh Deepak Khetrapal as Managing Director and CEO

from 1 April 2017 to 31 March 2018


23-Sep-17 Orient Cement Limited Annual General Meeting Management Provide rights to lenders to convert debt into equity For For In line with statutory requirements.

23-Sep-17 Orient Cement Limited Annual General Meeting Management Fix commission to Non-Executive Directors not exceeding 1% of net profits with

effect from 1 April 2017


23-Sep-17 Orient Cement Limited Annual General Meeting Management Increase borrowing limit to Rs. 50.0 bn from Rs. 30.0 bn For For In line with statutory requirements.

23-Sep-17 Orient Cement Limited Annual General Meeting Management Creation of charge on assets upto Rs. 50.0 bn For For In line with statutory requirements.

23-Sep-17 Orient Cement Limited Annual General Meeting Management Approve remuneration of Rs. 80,000 for Somnath Mukherjee as cost auditor for

FY18


23-Sep-17 Orient Cement Limited Annual General Meeting Management Issue securities upto Rs. 50 bn For For In line with statutory requirements.

23-Sep-17 Bharat Forge Ltd Postal Ballot Management Approve increase in authorized share capital to Rs. 2.4 bn and consequently


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. 1.05 bn

(300 mn equity shares of Rs. 2 each, 43 mn cumulative preference shares of Rs. 10 each and 2 mn unclassified

shares of Rs. 10 each). This is to accommodate issue of bonus shares discussed in resolution 2.

23-Sep-17 Bharat Forge Ltd Postal Ballot Management Issue one equity share of Rs.2 each as bonus for each equity share held in the

company

For For The bonus issue will increase the liquidity of the equity shares with higher floating stock and make the equity

shares more affordable.

23-Sep-17 National Aluminium Company Limited Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017


23-Sep-17 National Aluminium Company Limited Annual General Meeting Management Confirm interim dividend of Rs. 2.8 (face value of Rs.5.0 per share) For For Dividend for shareholders

23-Sep-17 National Aluminium Company Limited Annual General Meeting Management Reappoint V Balasubramanyam (DIN:06965313) as an Executive Director For For In line with statutory requirements.

23-Sep-17 National Aluminium Company Limited Annual General Meeting Shareholder Appoint Subhash Chandra (DIN 07612049) as a Non-Executive, Non-



23-Sep-17 National Aluminium Company Limited Annual General Meeting Shareholder Appoint Sanjib Kumar Roy (DIN 06756812) as Director (P&T) For For In line with statutory requirements.

23-Sep-17 National Aluminium Company Limited Annual General Meeting Shareholder Appoint Ms. Kiran Ghai Sinha (DIN 07726477) as an Independent Director for a

period of three years from 3 February 2017


23-Sep-17 National Aluminium Company Limited Annual General Meeting Shareholder Appoint Dr. N K Singh (DIN 03361541) as a Non-Executive, Non-Independent

Director






Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




23-Sep-17 National Aluminium Company Limited Annual General Meeting Management Ratify remuneration of Rs. 300,000 (plus service tax and out of pocket

expenses) for Tanmaya S Pradhan & Co. as cost auditors for FY18


23-Sep-17 National Aluminium Company Limited Annual General Meeting Shareholder Appoint Nagendra Nath Sharma (DIN 02888318) as a Part time Non-Official

Independent Director for a period of three years from 6 September 2017


23-Sep-17 National Aluminium Company Limited Annual General Meeting Shareholder Appoint Ms. Achla Sinha (DIN 07932932) as a Part time Non-Official

Independent Director for a period of three years from 8 September 2017


23-Sep-17 Jaiprakash Associates Ltd. Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017


23-Sep-17 Jaiprakash Associates Ltd. Annual General Meeting Management Reappoint Ranvijay Singh (DIN-00020876) as Director liable to retire rotation For For In line with statutory requirements.

23-Sep-17 Jaiprakash Associates Ltd. Annual General Meeting Management Reappoint Pankaj Gaur (DIN-00008419) as Director liable to retire rotation For For In line with statutory requirements.

23-Sep-17 Jaiprakash Associates Ltd. Annual General Meeting Management Appoint Rajendra K. Goel & Co., as statutory auditors for a period of five years For For In line with statutory requirements.

23-Sep-17 Jaiprakash Associates Ltd. Annual General Meeting Management Approve remuneration of Rs. 535,000 mn for cost auditor J.K. Kabra & Company

in FY18


23-Sep-17 Jaiprakash Associates Ltd. Annual General Meeting Shareholder Reappoint Raj Narain Bhardwaj (DIN-01571764) as Independent Director for

five years till 26 September 2022

For Abstain Association with company for more than 10 years.

23-Sep-17 Jaiprakash Associates Ltd. Annual General Meeting Shareholder Reappoint Ms. Homai A. Daruwalla (DIN-00365880) as Independent Director for



23-Sep-17 Jaiprakash Associates Ltd. Annual General Meeting Shareholder Reappoint Basant Kumar Goswami (DIN-00003782) as Independent Director for


For Abstain Association with company for more than 10 years.

23-Sep-17 Jaiprakash Associates Ltd. Annual General Meeting Shareholder Reappoint Kailash Nath Bhandari (DIN-00191219) as Independent Director for



23-Sep-17 Jaiprakash Associates Ltd. Annual General Meeting Shareholder Reappoint Chandra Prakash Jain (DIN-00011964), as Independent Director for



23-Sep-17 Jaiprakash Associates Ltd. Annual General Meeting Shareholder Reappoint Satish Charan Kumar Patne (DIN-00616104), as Independent

Director for five years till 26 September 2022


23-Sep-17 Jaiprakash Associates Ltd. Annual General Meeting Shareholder Reappoint Keshav Prasad Rau (DIN-02327446), as Independent Director for five

years till 26 September 2022


23-Sep-17 Jaiprakash Associates Ltd. Annual General Meeting Shareholder Reappoint Tilak Raj Kakkar (DIN-01425589), as Independent Director for five



23-Sep-17 Jaiprakash Associates Ltd. Annual General Meeting Management Reappoint Ranvijay Singh (DIN-00020876) as Wholetime Director for three

years till 13 December 2020 and to fix his remuneration

For Abstain Inadequate information available about remueneration.

23-Sep-17 Jaiprakash Associates Ltd. Annual General Meeting Management Issuance of equity upto an amount of Rs 20.0 bn For For In line with statutory requirements.

23-Sep-17 Oil India Ltd Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017


23-Sep-17 Oil India Ltd Annual General Meeting Management Confirm interim dividend of Rs.9.50 per equity share and declare final dividend


For For The company paid an interim dividend of Rs.9.50 per equity share during FY17. After the payment of interim

dividend, the company issued one equity share as bonus for three equity shares held in the company resulting in

an increase in share capital base to 801.5 mn equity shares of Rs.10 each. The company proposes a final dividend

of Rs.4.75 per equity share on this expanded base. The total outflow on account of dividend is Rs.11.5 bn. The

dividend payout ratio is 74% v/s 50.3% in the previous year.

23-Sep-17 Oil India Ltd Annual General Meeting Management Reappoint Biswajit Roy as Director, liable to retire by rotation For For Biswajit Roy (DIN: 07109038) is the Wholetime Director (Human Resources & Business Development). His


23-Sep-17 Oil India Ltd Annual General Meeting Management Fix remuneration of statutory auditors to be appointed by the Comptroller and






be in same range.

23-Sep-17 Oil India Ltd Annual General Meeting Management Appoint Dr. P Chandrasekaran as Wholetime Director (Exploration &

Development) beginning 1 April 2017 and fix his remuneration

For For Dr. P Chandrasekaran is post-graduate in Geology from Madras Presidency College in 1983 and holds Ph.D from

IIT Roorkee. He was appointed as Wholetime Director (Exploration & Development) with effect from 1 April

2017. Generally, in Public Sector Enterprises, the term of an executive director is five years, or, until the age of

superannuation (i.e. 60 years), or, as per the orders from the respective ministries, whichever lower. As good

practice, public sector enterprises should mention the tenure and proposed remuneration in the shareholders

notice.

23-Sep-17 Oil India Ltd Annual General Meeting Management Approve payment of Rs.300,000 as remuneration payable to Mani & Co, cost

auditors for FY18


operations.

23-Sep-17 Oil India Ltd Annual General Meeting Management Private placement of non-convertible debentures/bonds aggregating to Rs.70

bn

For For The proposed issuance will be carved out of the company’s borrowing limit. The company automatic borrowing

limit is Rs.295.2 bn.

25-Sep-17 Orient Refractories Limited Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017


25-Sep-17 Orient Refractories Limited Annual General Meeting Management To declare final dividend of Rs.2.5 per share of face value Re.1.0 For For Dividend for shareholders

25-Sep-17 Orient Refractories Limited Annual General Meeting Management Reappoint Erwin Jankovits (DIN 007089589) as Non-Executive Non-Independent

Director


25-Sep-17 Orient Refractories Limited Annual General Meeting Management Appoint Price Waterhouse as statutory auditors for a period of five years and fix

their remuneration


25-Sep-17 Orient Refractories Limited Annual General Meeting Shareholder Appoint Ms. Verena Buzzi (DIN 07901672) as Non-Executive Non-Independent

Director






Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




25-Sep-17 Orient Refractories Limited Annual General Meeting Management Reappoint Parmod Sagar (DIN: 06500871) as MD and CEO for five years from 4



25-Sep-17 Orient Refractories Limited Annual General Meeting Management Approve remuneration of Rs.0.05 mn for K G Goyal & Associates as cost



25-Sep-17 Mahanagar Gas Limited Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine resolution

25-Sep-17 Mahanagar Gas Limited Annual General Meeting Management 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

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.

25-Sep-17 Mahanagar Gas Limited Annual General Meeting Management Reappoint Akhil Mehrotra as Non-Executive Non-Independent Director For For Akhil Mehrotra (DIN: 07197901) is the Chairperson of the company. He is nominated by BG Asia Pacific Holdings

Pte. Limited – promoter of the company. His reappointment is in line with all statutory requirements.

25-Sep-17 Mahanagar Gas Limited Annual General Meeting Management Appoint SRBC & Co LLP as statutory auditors for five years and fix their

remuneration

For For SRBC & Co will replace Deloitte Haskins & Sells as statutory auditors. Their appointment is in line with all


25-Sep-17 Mahanagar Gas Limited Annual General Meeting Management Approve remuneration of Rs.315,000 payable to Dhananjay V Joshi &



operations.

25-Sep-17 Mahanagar Gas Limited Annual General Meeting Shareholder Appoint Ms. Radhika Haribhakti as Independent Director for three years

beginning 5 March 2017

For For Ms. Radhika Haribhakti (DIN:02409519) heads RH Financial (Advisory firm). Her appointment is in line with all


25-Sep-17 Mahanagar Gas Limited Annual General Meeting Management Reappoint Jainendar Kumar Jain as Independent Director for one year beginning

5 March 2017

For For Jainendar Kumar Jain (DIN:00066452) is former Director (Finance) of GAIL (1996 - 2005). His reappointment is in


25-Sep-17 Mahanagar Gas Limited Annual General Meeting Management Reappoint Ms. Susmita Sengupta as Wholetime Director (Technical) for one

year beginning 11 February 2017 and fix her remuneration

For For Ms. Susmita Sengupta is nominee of BG Asia Pacific Holdings Pte. Ltd (promoter with 32.5% ownership in the

company). Her proposed remuneration is estimated at Rs.36.6 mn which is in line with peers and commensurate

with the size and performance of the company. It is unclear whether Ms. Susmita Sengupta is being remunerated

from the parent company as well: we discourage the practice of remuneration from multiple sources.

25-Sep-17 Mahanagar Gas Limited Annual General Meeting Shareholder Appoint Virendra Nath Datt as Non-Executive Non-Independent Director

beginning 28 May 2017

For For Virendra Nath Datt (DIN:07823778) is Wholetime Director (Corporate Strategy, Planning & Advocacy) of GAIL.

His appointment is in line with all statutory requirements.

25-Sep-17 Mahanagar Gas Limited Annual General Meeting Shareholder Appoint Sunil Porwal as Non-Executive Non-Independent Director beginning 26

May 2017

For For Sunil Porwal (DIN:03500367) is Additional Chief Secretary (Industries) of Government of Maharashtra. His


25-Sep-17 Mahanagar Gas Limited Annual General Meeting Management Enter into related party transactions aggregating Rs.14 bn in FY18 and Rs.18.5

bn in FY19

For For In FY17 the company purchased and transported gas aggregating Rs.10.8 bn in FY17 from related parties. Similar

transactions are likely in FY18 and FY19 aggregating to Rs.14 bn and Rs.18.5 bn respectively. The proposed

transactions are in ordinary course and at arm’s length.

25-Sep-17 S Chand And Company Limited Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For Abstain Routine proposal

25-Sep-17 S Chand And Company Limited Annual General Meeting Management Confirm interim dividend of Rs.25 per share and approve final dividend of

Rs.1.25 per share of face value Rs.5.0 each

For For The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs.64.5 mn. The dividend


25-Sep-17 S Chand And Company Limited Annual General Meeting Management Reappoint Ms. Savita Gupta as a Director For For She retires by rotation and her reappointment is in line with the statutory requirements.

25-Sep-17 S Chand And Company Limited Annual General Meeting Management Reappoint S. R. Batliboi & Associates LLP as statutory auditors for a period of

five years and fic their remuneration

For For S. R. Batliboi & Associates LLP replaced Vinod Sanjeev Bindal & Co. as the statutory auditors in FY13. Their


25-Sep-17 S Chand And Company Limited Annual General Meeting Management Revise remuneration of Himanshu Gupta w.e.f 1 April 2017 till the remainder of

his term (21 May 2019)

For For Himanshu Gupta is part of the promoter group. He is currently entitled to a basic salary of Rs.10.2 mn p.a,

perquisites up to 10% of basic salary, and upto 1% commission of net profits. As per the new terms, he will be

entitled to a basic salary of Rs.11.2 mn, with other terms remaining unchanged. We expect the company to remain

judicious in deciding Himanshu Gupta’s remuneration.

25-Sep-17 S Chand And Company Limited Annual General Meeting Management Revise remuneration of Dinesh Kumar Jhunjhunwala w.e.f 1 April 2017 till the

remainder of his term (27 March 2019

For For Dinesh Kumar Jhunjhunwala is part of the promoter group. He is currently entitled to a basic salary of Rs.10.2 mn

p.a and perquisites up to 10% of his basic salary. In addition, he is also entitled to a commission of up to 1% of

net profits. As per the new terms, he will be entitled to a basic salary of Rs.11.2 mn, with other terms remaining

unchanged.

25-Sep-17 S Chand And Company Limited Annual General Meeting Management Approve amendment and ratification of Employee Stock Option Scheme, 2012

(ESOP 2012)

For For The overall cost of the scheme in FY17, based on fair value estimates was Rs. 18.8 mn – which is reasonable

25-Sep-17 S Chand And Company Limited Annual General Meeting Management Approve grant of stock options to employees of subsidiary companies For For The company seeks to extend ESOP 2012 to employees of subsidiary companies

25-Sep-17 S Chand And Company Limited Annual General Meeting Management Amend Articles of Association (AoA) to delete Part B of the AoA For For Part B of the AoA includes provisions relating to the shareholder agreement between the company, International

Finance Corporation and Everstone Capital Partner II LLC. These provisions provide Everstone and IFC additional

rights regarding board nominations, control and corporate actions. The deletion of Part B will align the interests

of all shareholders and bring them on equal footing.

25-Sep-17 S Chand And Company Limited Annual General Meeting Management Approve board nomination clauses in the Articles of Association (AoA) For For As per the new clauses, any shareholder with greater than 7.5% stake will have the right to nominate one

director on the board. In addition, any shareholder will greater than 10% stake will have the right to nominate a

member to the ‘Subsidiaries and Joint Ventures Governance Committee’ of the board. All shareholders are

equally entitled to these rights and the clauses are not prejudicial to the interests of public shareholders

25-Sep-17 S Chand And Company Limited Annual General Meeting Management Approve profit sharing arrangement between the Management Shareholders,

International Finance Corporation and Everstone Capital Partner II LLC

For Abstain The proposed arrangement provides for profit sharing by IFC and Everstone with the management shareholders

(members of the promoter group). As per the scheme, management shareholders are entitled to receive 20% of

the net consideration received by IFC and Everstone individually over a minimum realizable gain (IRR>=26%) on

transfer of all its equity shares in the company. We believe such schemes incentivize one set of shareholders

over others, which may create a conflict of interest among shareholders, particularly if they have different

timehorizons.

25-Sep-17 Security And Intelligence Services

(India) Limited (Sis)

Annual General Meeting Management Adoption of standalone financial statements for the year ended 31 March 2017


2017




Annual General Meeting Management Reappoint Ms. Rita Kishore Sinha as Non-Executive Non-Independent Director For For Ms. Rita Kishore Sinha (DIN: 00945652) belongs to the promoter family. Her reappointment is in line with all




Annual General Meeting Management Appoint Saxena and Saxena as statutory auditors for five years and fix their

remuneration

For For Saxena and Saxena will replace A Mitra and Associates as the statutory auditors. The appointment is in line with






Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)






Annual General Meeting Shareholder Appoint Devdas Apte as Independent Director for five years beginning 4 July

2017

For For Devdas Apte (DIN: 03350583) is associated with the company as a Director since February 1999. He resigned on

25 April 2017, and was re-appointed as an Independent Director with effect from 4 July 2017. We do not treat

him as Independent due to long association with the company, and a lack of a sufficient cooling period between

his last two terms



Annual General Meeting Shareholder Reappoint Ashok Kumar Mattoo as Independent Director for five years

beginning 25 September 2017

For For Ashok Kumar Mattoo (DIN: 00097757) is the former General Manager of Tata Steel. His reappointment is in line




Annual General Meeting Shareholder Reappoint Amrendra Prasad Verma as Independent Director for five years

beginning 25 September 2017

For For Amrendra Prasad Verma (DIN: 00236108) is the former Managing Director and CEO of SBI Capital Markets. He is

the Chairperson of the company's Audit Committee, but has attended just one of sixteen board meetings, and

two of the four audit committee meetings held during the year. We expect directors to take their responsibilities

seriously and attend all board meetings. Further, he has completed a tenure of 10 years on the company's board -

therefore, we no longer consider him independent



Annual General Meeting Shareholder Reappoint Arun Kumar Batra as Independent Director for five years beginning

25 September 2017

For For Statutory requirement



Annual General Meeting Management Revised the remuneration of Arvind Kumar, Wholetime Director (Finance) with

effect from 1 June 2017 until 31 May 2018

For For the proposed remuneration is in comparable to peers and commensurate with the size and performance of the

company



Annual General Meeting Management Alter Articles of Association to make Managing Director and Wholetime

Directors retire by rotation

For For In the current board structure, only two directors retire by rotation. The proposal will increase the numbers of

directors available to retire by rotation to six directors



Annual General Meeting Management Ratify 'Employee Stock Option Plan - 2016' under which 3.6mn stock options

can be granted

For For Under the scheme, another 2.4mn stock options can be granted. While there is no disclosure on exercise price,

in FY17, stock options under this scheme were granted at face value. At current market value, assuming all

available options are granted at face value, the annual cost of the scheme will erode the company's profits



Annual General Meeting Management Give right to Theano Private Limited and AAJV Investment Trust to collectively

nominate one director

For For Theano Private Limited and AAJV Investment Trust are pre-IPO investors in the company. Theano Private Limited

owned 4.65% of the equity on 31 March 2017. They had a right to a board seat following a shareholder

agreement, which lapsed once the company listed itself. The company proposes to reinstate their collective right

to a board seat.

25-Sep-17 Infibeam Incorporation Ltd. Postal Ballot Management To approve increase in inter-corporate transactions (loans, guarantee, etc) limit

from Rs.10 bn to Rs.30.0 bn

For For Business requirement

25-Sep-17 Infibeam Incorporation Ltd. Postal Ballot Management Increase creation of charge on assets from Rs. 10.0 bn up to Rs. 30.0 bn For For Business requirement

25-Sep-17 Infibeam Incorporation Ltd. Postal Ballot Management To shift the registered office to Gandhinagar from Ahmedabad within the State

of Gujarat

For For The company believes that the shifting of the registered office will improve operational efficiency

25-Sep-17 Divi Laboratories Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017


25-Sep-17 Divi Laboratories Annual General Meeting Management Declare final dividend of Rs.10.0 per equity share (face value of Rs.2.0) For For The total dividend for FY17 is Rs. 10. 0/- per share and the total dividend outflow (including dividend tax for

FY17) is Rs. 3. 2 bn, while the dividend payout ratio is 30. 3%.

25-Sep-17 Divi Laboratories Annual General Meeting Management Reappoint Kiran S. Divi (DIN: 00006503) as a Director liable to retire by rotation For For Reappointment is in line with all the statutory requirements.

25-Sep-17 Divi Laboratories Annual General Meeting Management Appoint Price Waterhouse Chartered Accountants LLP as statutory auditors for



25-Sep-17 Divi Laboratories Annual General Meeting Shareholder Appoint Dr. Ramesh B. V. Nimmagadda (DIN: 07854042) as an Independent

Director for a period of five years until 26 June 2022


25-Sep-17 Divi Laboratories Annual General Meeting Shareholder Appoint (Ms.) Nilima Motaparti (DIN: 06388001) as a Whole-time Director for a

period of five years beginning 27 June 2017 and fix her remuneration

For For Appointment is in line with all statutory requirements. Her proposed remuneration is in line with other peers in

the industry

25-Sep-17 Divi Laboratories Annual General Meeting Shareholder Appoint Dr. S. Ganapaty (DIN: 07872766) as an Independent Director for a

period of five years until 21 July 2022


25-Sep-17 Ambuja Cements Limited Postal Ballot Management Approve payment of additional performance bonus of Rs. 5.4 mn to Ajay Kapur

for calendar year 2016


25-Sep-17 Ambuja Cements Limited Postal Ballot Management Revise terms of remuneration for Ajay Kapur as Managing Director and CEO

from 1 January 2017 till 24 April 2019


25-Sep-17 Ptc India Ltd Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017


25-Sep-17 Ptc India Ltd Annual General Meeting Management Approve final dividend of Rs.3 per equity share of Rs.10 each For For The total outflow on account of dividend is Rs.1.2 bn. The dividend payout ratio is 42.9% v/s 35.1% in the

previous year.

25-Sep-17 Ptc India Ltd Annual General Meeting Management Reappoint Ajit Kumar as Director, liable to retire by rotation For For Ajit Kumar (DIN: 06518591) is Wholetime Director (Commercial & Operations). His reappointment is in line with


25-Sep-17 Ptc India Ltd Annual General Meeting Management Reappoint Rajib Kumar Mishra as Director, liable to retire by rotation For For Rajib Kumar Mishra (DIN: 06836268) is Wholetime Director (Marketing & Business Development). His


25-Sep-17 Ptc India Ltd Annual General Meeting Shareholder Ratify KG Somani & Co as statutory auditors and fix their remuneration for FY18 For For KG Somani & Co were reappointed as statutory auditors for five years at 2016 AGM. The ratification is in line


25-Sep-17 Ptc India Ltd Annual General Meeting Shareholder Appoint Chinmoy Gangopadhyay as Non-Executive Non-Independent Director

beginning 1 February 2017

For For Chinmoy Gangopadhyay (DIN:02271398) is Wholetime Director (Projects) of Power Finance Corporation Ltd and

its nominee Director. His appointment is in line with all statutory requirements.

25-Sep-17 Ptc India Ltd Annual General Meeting Shareholder Appoint Mahesh Kumar Mittal as Non-Executive Non-Independent Director


For For Mahesh Kumar Mittal (DIN:02889021) is Wholetime Director (Finance) of NHPC Ltd and its nominee director. His


25-Sep-17 Ptc India Ltd Annual General Meeting Shareholder Appoint Krishna Singh Nagnyal as Non-Executive Non-Independent Director

beginning 29 April 2017

For For Krishna Singh Nagnyal (DIN:06857451) is Zonal Manager of LIC and its nominee director. His appointment is in


25-Sep-17 Ptc India Ltd Annual General Meeting Shareholder Appoint Arun Kumar Verma as Non-Executive Non-Independent Director

beginning 10 August 2017

For For Arun Kumar Verma (DIN: 02190047) is Joint Secretary at Ministry of Power and its nominee director.

25-Sep-17 Ptc India Ltd Annual General Meeting Shareholder Appoint Rakesh Kacker as Independent Director for three years beginning 23

March 2017

For For Rakesh Kacker (DIN: 03620666) is a retired IAS officer. His appointment is in line with all statutory requirements.





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




25-Sep-17 Ptc India Ltd Annual General Meeting Shareholder Appoint Jayant Purushottam Gokhale as Independent Director for three years


For For Jayant Purushottam Gokhale (DIN: 00190075) is a Chartered Accountant. His appointment is in line with all


25-Sep-17 Ptc India Ltd Annual General Meeting Shareholder Appoint Mathew Cyriac as Non-Executive Non-Independent Director For For Mathew Cyriac (DIN: 01903606) represents Florintree Advisors Private Limited, a PMS fund. He is former co-head

of the private equity business of Blackstone India. The resolution has been proposed by a shareholder. However,

the notice should have carried disclosures on Mathew Cyriac’s background.

25-Sep-17 Dish Tv India Ltd. Postal Ballot Management Slump sale of non-core business undertaking of Infra Support Services of Dish

TV Ltd. to Dish Infra Services Private Limited, wholly owned subsidiary on a

going concern basis

For For The transfer of the non-core business is being done to create better focus on core operations. This is a cash

transaction – but, the value of the transaction has not been disclosed, except that it will not be below book

value. While we support the transaction because the transfer is to a wholly-owned subsidiary, we are concerned

that payment of cash consideration may result in increase in debt at the subsidiary level. The company should

provide better disclosures on valuations and on transaction financing.

25-Sep-17 Dalmia Bharat Ltd. Postal Ballot Management Issuance of equity shares or convertible securities up to Rs. 30.0 bn For Abstain Best suited to board

25-Sep-17 Dalmia Bharat Ltd. Postal Ballot Management Issuance of non–convertible debentures up to Rs.10.0 bn on private placement

basis

For For Required for business purposes.

25-Sep-17 Indian Terrain Fashions Ltd Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For This is a standard resolution.

25-Sep-17 Indian Terrain Fashions Ltd Annual General Meeting Management Reappoint Mrs. Rama Rajgopal (DIN: 00003565) as an Executive Director For For Mrs. Rama Rajgopal, 62, represents the promoter family on the board. She attended 66% of board meetings in

FY17 and 75% of board meetings over the three-year period. We expect directors to take their responsibilities

seriously and attend all meetings.

25-Sep-17 Indian Terrain Fashions Ltd Annual General Meeting Management Reappoint CNGSN & Associates and Anil Nair & Associates as joint statutory

auditors for FY18 for two years and fix their remuneration

For For CNGSN & Associates and Anil Nair & Associates have been the joint statutory auditors for the past eight years.

The legitimacy of the proposed tenure of two years 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.

25-Sep-17 Indian Terrain Fashions Ltd Annual General Meeting Management To revise remuneration of Venkatesh Rajagopal (DIN: 00003625), the

Chairperson and Managing Director, w.e.f. 1 December 2016 and upto 30

September 2020

For For His proposed remuneration, along with variable pay at 2% of profits, is likely to range between Rs.15mn and

Rs.17mn, which is comparable to peers and commensurate with the size and complexity of the business. The

overall remuneration will not exceed 5% of profits.

25-Sep-17 Federal Mogul Goetze (India) Ltd. Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine Resolution

25-Sep-17 Federal Mogul Goetze (India) Ltd. Annual General Meeting Management Reappoint Ms. Janice Ruskey Maiden as Non-Executive Non-Independent

Director

For For Her appointment is in line with the statutory requirements.

25-Sep-17 Federal Mogul Goetze (India) Ltd. Annual General Meeting Management Reappoint Dr. Khalid Iqbal Khan as Director For For Dr. Khalid Iqbal Khan, 49, is Whole-time Director, Legal and Company Secretary, Federal-Mogul Goetze (India)

Limited. He retires by rotation and his reappointment is in line with statutory requirements.

25-Sep-17 Federal Mogul Goetze (India) Ltd. Annual General Meeting Management Reappoint Walker Chandiok & Co LLP as statutory auditors for five years and fix

their remuneration

For For The company proposes to reappoint Walker Chandiok & Co LLP as statutory auditors for five years - they have

audited the company's accounts for the past five years. Their reappointment is in line with our Voting Guidelines

on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013.

25-Sep-17 Federal Mogul Goetze (India) Ltd. Annual General Meeting Shareholder Appoint K C Sundareshan Pillai as Independent Director for three years with

effect from 16 December 2016

For For K C Sundareshan Pillai (DIN: 06846949), 60, is MD, Triangle Tyre Corporation Limited. His appointment is in line

with statutory requirements.

25-Sep-17 Federal Mogul Goetze (India) Ltd. Annual General Meeting Management Approve remuneration of Rs. 450,000 for Sanjay Gupta & Associates as cost

auditors for FY18

For For The proposed remuneration of Rs. 450,000 to be paid to Sanjay Gupta & Associates for FY18 is reasonable,

compared to the size and scale of the company's operations

25-Sep-17 Tv-18 Broadcast Ltd Urstwile (Ibn18

Broadcast Ltd)

Annual General Meeting Management Adoption of standalone financial statements for the year ended 31 March 2017 For For Routine proposal


Broadcast Ltd)

Annual General Meeting Management Adoption of consolidated financial statements for the year ended 31 March

2017



Broadcast Ltd)

Annual General Meeting Management Appoint S.R. Batliboi & Associates LLP as statutory auditors for five years and fix

their remuneration

For For The company proposes to appoint S.R. Batliboi & Associates LLP as statutory auditors in place of the retiring

auditors, Deloitte Haskins & Sells. S.R. Batliboi & Associates LLP's appointment as statutory auditors is in line with

our Voting Guidelines on Auditor (Re)Appointments and with the requirements of Section 139 of the Companies

Act 2013


Broadcast Ltd)

Annual General Meeting Shareholder Appoint P.M.S. Prasad (DIN: 00012144) as a Non-Executive, Non-Independent

Director

For For P.M.S. Prasad was appointed as an additional director from 18 July 2017. He is an Executive Director of Reliance

Industries Limited. His appointment is in line with statutory requirements


Broadcast Ltd)

Annual General Meeting Shareholder Appoint K.R. Raja (DIN: 00006673) as a Non-Executive, Non-Independent

Director

For For K.R. Raja was appointed as an additional director from 18 July 2017. He is a Chartered Accountant by profession

and has been associated with the Reliance group since 1997. His appointment is in line with statutory

requirements


Broadcast Ltd)


expenses) for Pramod Chauhan & Associates, as cost auditors payable for FY18


scale of the company's operations


Broadcast Ltd)

Annual General Meeting Management Approve private placement of Redeemable non-convertible debentures of up to

Rs. 10.0 bn

For For The proposed NCDs will be issued over and above the borrowing limit of Rs. 15.0 bn. The company is also taking

approval under Section 180 (1) (c), which effectively raises the borrowing limit by Rs. 10.0 bn. As multiple

resolutions have been bundled together, we flag this resolution.

25-Sep-17 Ti Financial Holdings Ltd (Erstwhile

Tube Investments Of India)

Annual General Meeting Management Adoption of standalone financial statements for the year ended 31 March 2017 For For Routine Resolution



Annual General Meeting Management Adoption of consolidated financial statements for the year ended 31 March

2017




Annual General Meeting Management Confirmation of Interim Dividend of Rs. 1.25 per share already paid for the

financial year ended 31st March, 2017.




Annual General Meeting Management To appoint Mr. N Srinivasan (DIN 00123338), who retires by rotation, be and is

hereby re-appointed as a Director of the Company.






Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)






Annual General Meeting Management Ratification of appointment M/s. S R Batliboi & Associates LLP as Statutory

Auditors of the Company for the financial year, 2017-18 and fixing their

remuneration.

For For Their appointment as statutory auditors is in line with Voting Guidelines on Auditor (Re) appointments and with




Annual General Meeting Shareholder Appointment of Mr. A. Vellayan as Director, liable to retire by rotation. For For His reappointment is in line with all the statutory requirements.



Annual General Meeting Shareholder Appointment Mr. M B N Rao as Independent Director. For For His reappointment is in line with all the statutory requirements



Annual General Meeting Shareholder Appointment Mrs. Shubhalakshmi Panse as Independent Director. For For Her reappointment is in line with all the statutory requirements



Annual General Meeting Management Appointment of Mr. N Ganesh as Manager of the Company, in terms of the

Companies Act, 2013 & the Rules thereunder and the terms thereof.


26-Sep-17 Fortis Healthcare Ltd Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine Resolution.

26-Sep-17 Fortis Healthcare Ltd Annual General Meeting Management Reappoint Harpal Singh (DIN: 00078224) as Non-Executive Non-Independent

Director

For For Reappointment is in line with all the statutory requirements.

26-Sep-17 Fortis Healthcare Ltd Annual General Meeting Management Ratify reappointment of Deloitte Haskins & Sells LLP as statutory auditors for


For For The ratification of reappointment is in line with the requirements of Section 139 of the Companies Act 2013.

26-Sep-17 Fortis Healthcare Ltd Annual General Meeting Management Ratify remuneration of Rs. 230,000 payable to M/s Jitender, Navneet & Co. as



of operations

26-Sep-17 Fortis Healthcare Ltd Annual General Meeting Management Amend Articles of Association (AoA) to remove rights of International Finance

Corporation (IFC) and Standard Chartered Private Equity (Mauritius) III Limited

(SCPE)

For For After IFC’s and SPCE’s stake sale and exit, the AoA is being amended to remove special rights given to them.

Minority shareholders will not be impacted from these changes. The AoA is available on the company’s website.

26-Sep-17 Fortis Healthcare Ltd Annual General Meeting Management Issue securities up to Rs.50.0 bn For For Issue of securities would be to buy back of shareholding in Religare Health Trust (RHT) which would help in

improving operating leverage of the company.

26-Sep-17 Sadbhav Engineering Ltd Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017


26-Sep-17 Sadbhav Engineering Ltd Annual General Meeting Management To declare final dividend of Re.0.75 per share of face value Re.1.0 For For Routine Busines

26-Sep-17 Sadbhav Engineering Ltd Annual General Meeting Management Reappoint Nitin R. Patel (DIN: 00466330) as an Executive Director For For Good Candidature

26-Sep-17 Sadbhav Engineering Ltd Annual General Meeting Management Reappoint Vipul H. Patel (DIN: 06634262) as an Executive Director For For Good Candidature

26-Sep-17 Sadbhav Engineering Ltd Annual General Meeting Management Appoint Dhirubhai Shah & Doshi as statutory auditors for a period of one year



26-Sep-17 Sadbhav Engineering Ltd Annual General Meeting Management To approve related party transactions aggregating upto Rs.17.06 bn with step-

down subsidiaries

For For In line with Business practice

26-Sep-17 Sadbhav Engineering Ltd Annual General Meeting Management Reappoint Arun S. Patel (DIN: 00466330) as an Independent Director or five

years from 26 September 2017


26-Sep-17 Sadbhav Engineering Ltd Annual General Meeting Management Reappoint Shashin V. Patel (DIN: 00048328) as CMD for three years from 1 July



26-Sep-17 Sadbhav Engineering Ltd Annual General Meeting Management Reappoint Nitin R. Patel (DIN: 00466330) as Executive Director for three years

from 1 July 2017 and fix his remuneration


26-Sep-17 Sadbhav Engineering Ltd Annual General Meeting Management Reappoint Vasistha C. Patel (DIN: 00048324) as Executive Director for three

years from 1 October 2017 and fix his remuneration


26-Sep-17 Sadbhav Engineering Ltd Annual General Meeting Management Reappoint Vikram R. Patel (DIN: 00048318) as Executive Director for three years

from 1 October 2017 and fix his remuneration


26-Sep-17 Sadbhav Engineering Ltd Annual General Meeting Management Keep the register of members and other documents at the office of the



26-Sep-17 Sadbhav Engineering Ltd Annual General Meeting Management Amendment in Clause No. 84 (ii) of the Articles of Association (AOA) towards

terms of issue of Debentures


26-Sep-17 Sadbhav Engineering Ltd Annual General Meeting Management Approve remuneration of Rs.0.15 mn for Rajendra Patel & Associates as cost



26-Sep-17 Sree Jayalakshmi Autospin Ltd Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For This is a standard resolution.

26-Sep-17 Sree Jayalakshmi Autospin Ltd Annual General Meeting Management To appoint the Statutory Auditors and fix their remuneration. For For Their appointment is in line with the requirements of Section 139 of the Companies Act 2013.

26-Sep-17 Reliance Communications Ltd. Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For Abstain Routine prosal

26-Sep-17 Reliance Communications Ltd. Annual General Meeting Management Reappoint Ms. Manjari Kacker as Non-Executive Non-Independent Director For For Ms. Manjari Kacker, 65, is a retired Indian Revenue Services (IRS) officer. She retires by rotation and her


26-Sep-17 Reliance Communications Ltd. Annual General Meeting Management Ratify Pathak H D & Associates as statutory auditors for five years and fix their

remuneration

For For The ratification is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of

Section 139 of the Companies Act 2013

26-Sep-17 Reliance Communications Ltd. Annual General Meeting Management Approve private placement of non-convertible debentures For For The issuance of debentures on private placement basis will be within the borrowing limit, however, RCOM has

not disclosed the quantum of NCDs that it plans to issue. Further, any incremental debt will further strain the

company’s financial profile. Given the current financial position of RCOM, we believe the company will be

unlikely to issue NCDs, until after it restructures its debt. Shareholders must engage with the company to

understand the purpose and rationale of this resolution

26-Sep-17 Reliance Communications Ltd. Annual General Meeting Management Approve remuneration of Rs. 250,000 payable to V J Talati & Co as cost auditors

for FY18


scale of operations

26-Sep-17 Reliance Communications Ltd. Annual General Meeting Management Approve increase in authorized share capital to Rs. 50 bn and consequently


For For The company proposes to increase the authorized share capital to Rs. 50.0 bn (10 bn equity shares of Rs. 5 each)

from Rs. 25 bn (5 bn equity shares of Rs. 5 each). This is to accommodate the potential issue of equity shares to

its lenders on conversion of outstanding debt, in accordance with the guidelines under the Strategic Debt

Restructuring (SDR) scheme. Consequently, the company also proposes the alteration of the capital clause in the

MOA of the company





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




26-Sep-17 Reliance Communications Ltd. Annual General Meeting Management Adopt new Articles of Association (AoA) to align with Companies Act 2013 For Abstain With the coming into force of the Companies Act, 2013, several provisions of the existing Articles of Association

(AoA) of the Company require alteration or deletion. Accordingly, the Company has proposed to replace the

entire existing AoA. The proposed changes to their AoA are available on their 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

26-Sep-17 Reliance Communications Ltd. Annual General Meeting Management Approve conversion of outstanding debt into equity to implement Strategic

Debt Restructuring (SDR)

For For The aggregate amount of outstanding loans was Rs. 348.4 bn on June 1, 2017 on a standalone basis. Under the

Strategic Debt Restructuring (SDR) scheme, lenders have a right to convert whole or part of their debt into equity

share of the company so as to collectively acquire 51% or more of the equity share capital of the company. The

price of equity shares to be issued to lenders upon conversion of loans is Rs. 24.71 per share. Assuming lenders

convert loans so as to acquire 51% of equity share capital of the company, all existing shareholders will get

diluted by 51%. Although the dilution is high, we believe that the proposal will reduce outstanding debt, which is

in the longer-term interest of shareholders.

26-Sep-17 Reliance Infrastructure Ltd Annual General Meeting Management Adoption of Standalone and consolidated financial statements for the year

ended 31 March 2017


26-Sep-17 Reliance Infrastructure Ltd Annual General Meeting Management Declare final dividend of Rs. 9.0 per equity share (face value Rs. 10.0) For For The total dividend outflow including dividend tax for FY17 is Rs. 2.8 bn. The dividend payout ratio is ~22%.

26-Sep-17 Reliance Infrastructure Ltd Annual General Meeting Management Reappoint Sateesh Seth as Non-Executive Non-Independent Director For For Sateesh Seth, 62, is a Chartered Accountant and Vice-Chairperson, Reliance Infrastructure Limited. He retires by

rotation and his reappointment is in line with statutory requirements

26-Sep-17 Reliance Infrastructure Ltd Annual General Meeting Management Ratify Pathak H D & Associates as joint statutory auditors for one year and fix

their remuneration

For For Their ratification is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of

Section 139 of the Companies Act 2013. The audit partner has remained the same for the past seven years – we

recommend rotation of audit partners after intervals of five years.

26-Sep-17 Reliance Infrastructure Ltd Annual General Meeting Management Appoint B S R & Co LLP as joint statutory auditors for five years and fix their

remuneration

For For The company proposes to appoint B S R & Co LLP as statutory auditors for five years – they will replace

Haribhakti & Co as joint statutory auditors. Their appointment is in line with our Voting Guidelines on Auditor

(Re)appointments and with the requirements of Section 139 of the Companies Act 2013.

26-Sep-17 Reliance Infrastructure Ltd Annual General Meeting Management Approve private placement of non-convertible debentures For For The issuance of debentures on private placement basis will be within the borrowing limit, however, the company

has not disclosed the quantum of NCDs that it plans to issue.

26-Sep-17 Reliance Infrastructure Ltd Annual General Meeting Management Approve remuneration of Rs. 350,000 payable to V J Talati & Co as cost auditors

for FY18



26-Sep-17 Reliance Power Ltd. Annual General Meeting Management Adoption of standalone financial statements for the year ended 31 March 2017


2017


26-Sep-17 Reliance Power Ltd. Annual General Meeting Management Reappoint Sateesh Seth (DIN: 00004631) as a Non-Executive Non-Independent

Director

For For Sateesh Seth, 62, is the former Managing Director of ADAG Group. His reappointment meets all statutory

requirements.

26-Sep-17 Reliance Power Ltd. Annual General Meeting Management Ratify appointment of Pathak HD & Associates as joint statutory auditors for


For For Pathak HD & Associates were appointed as joint statutory auditors for five years in the previous AGM. The

ratification of their appointment is in line with our Voting Guidelines on Auditor (Re)appointment and with the


26-Sep-17 Reliance Power Ltd. Annual General Meeting Management Appoint SRBC & Co. LLP as joint statutory auditors for a period of five years and


For For SRBC & Co. LLP have replaced Price Waterhouse, who were Reliance Power’s joint statutory auditors for the past

ten years. SRBC & Co. LLP’s appointment is in line with our Voting Guidelines on Auditor (Re)appointments and


26-Sep-17 Reliance Power Ltd. Annual General Meeting Shareholder Reappoint DJ Kakalia (DIN: 00029159) as an Independent Director for three

years, w.e.f. 27 September 2017

For For DJ Kakalia, 67, is Partner in Mulla & Mulla & Craige Blunt & Caroe, Advocates. He has been on the board for the

past four years. His reappointment meets all statutory requirements.

26-Sep-17 Reliance Power Ltd. Annual General Meeting Shareholder Reappoint Ms. Rashna Khan (DIN: 06928148) as an Independent Director for

three years, w.e.f. 27 September 2017

For For Ms. Rashna Khan, 54, is a former Partner in Mulla & Mulla & Craige Blunt & Caroe, Advocates. She has been on

the board for the past three years. Her reappointment meets all statutory requirements.

26-Sep-17 Reliance Power Ltd. Annual General Meeting Shareholder Appoint K Ravikumar (DIN: 00119753) as an Independent Director for three

years

For For PH Ravikumar, 68, holds M. Tech. degree from IIT, Chennai and also holds a Diploma in Business Administration.

He is the former CMD of Bharat Heavy Electricals Ltd. His appointment meets all statutory requirements.

26-Sep-17 Reliance Power Ltd. Annual General Meeting Shareholder Appoint N Venugopala Rao (DIN: 03143364) as an Executive Director for three

years, w.e.f. 13 April 2017 and fix his remuneration

For For N Venugopal Rao, 58, holds a Bachelors’ degree in Commerce and is also a MBA with specialization in Finance

and Marketing. He has over 35 years of experience in power sector. He joined the company in 2009 and was

promoted as the CFO in 2009. In November 2015, he was elevated as the CEO, by the board. He received a

remuneration of Rs. 15.1mn in FY 17.

26-Sep-17 Reliance Power Ltd. Annual General Meeting Management Issuance of Non-Convertible Debentures (NCDs) on a private placement basis For For His remuneration for FY18 will be Rs. 16.0 mn, inclusive of performance linked incentive of Rs. 4.0mn, allowances

and other perquisites. For FY18 and FY19 his remuneration (including all components) will be upto Rs. 30.0 mn,

which is commensurate with the size and complexity of the business, and comparable to peers.

26-Sep-17 Reliance Power Ltd. Annual General Meeting Management Approve remuneration of Rs. 15,000 to Talati & Associates as cost auditors for

its 45 MW Wind Farm Power Project in Vashpet, Maharashtra for FY18

For For The proposed NCD issue will be within the overall borrowing limit, which if approved by resolution no. 12, will be

five times the aggregate of paid-up capital and free reserves. Reliance Power’s long-term outstanding rating is

ICRA BBB (Stable), which denote moderate degree of safety regarding timely servicing of financial obligations. As

a measure of transparency, the company must disclose the quantum of NCDs it proposes to raise. The company

is unlikey to be able to issue NCD’s at this rating level. Investors should engage and understand its alternative

fund-raising plans.

26-Sep-17 Reliance Power Ltd. Annual General Meeting Management Adoption of new Articles of Association (AoA) of the Company in conformity

with the Companies Act, 2013


26-Sep-17 Reliance Power Ltd. Annual General Meeting Management Approve increase in borrowing limit from three times the aggregate of paid-up

capital and free reserves to five times the aggregate of paid-up capital and free

reserves

For For In line with guidelines





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




26-Sep-17 Reliance Capital Ltd Annual General Meeting Management Adoption of standalone & consolidated financial statements for the year ended

31 March 2017


26-Sep-17 Reliance Capital Ltd Annual General Meeting Management Declare dividend of Rs. 10.5 per equity share (FV Rs. 10) For For Positive for shareholders

26-Sep-17 Reliance Capital Ltd Annual General Meeting Management Reappoint Amitabh Jhunjhunwala (DIN: 00045174) as Director liable to retire by

rotation


26-Sep-17 Reliance Capital Ltd Annual General Meeting Management Ratify appointment of Pathak H. D. & Associates as joint statutory auditors For For Routine resolution

26-Sep-17 Reliance Capital Ltd Annual General Meeting Management Appoint Price Waterhouse & Co as joint statutory auditors for five years and to



26-Sep-17 Reliance Capital Ltd Annual General Meeting Management Adopt new Articles of Association (AoA) to align with Companies Act 2013 For For No concerns has been identified

26-Sep-17 Reliance Capital Ltd Annual General Meeting Management Approve private placement of Non-convertible debentures and /or other debt

securities within overall borrowing limits of the Company


26-Sep-17 Reliance Capital Ltd Annual General Meeting Management Issuance of securities to Qualified Institutional Buyers For For Positive for capital ratios

26-Sep-17 Max Financial Services Limited Annual General Meeting Management Adoption of standalone financial statements for the year ended 31 March 2017 For For Routine resolution

26-Sep-17 Max Financial Services Limited Annual General Meeting Management Adoption of consolidated financial statements for the year ended 31 March

2017


26-Sep-17 Max Financial Services Limited Annual General Meeting Management Reappoint Ashwani Windlass (DIN:00042686) as director liable to retire by

rotation


26-Sep-17 Max Financial Services Limited Annual General Meeting Management Appoint Sanjay Nayar as a Non-Executive Non-Independent Director For For No concerns identified

26-Sep-17 Max Financial Services Limited Annual General Meeting Management Ratify appointment of Deloitte Haskins & Sells as statutory auditors for FY17 For For Routine Resolution

26-Sep-17 Max Financial Services Limited Annual General Meeting Management Revision in remuneration of Mohit Talwar as the Managing Director till from 1

April 2017 till 14 January 2019 at a maximum of Rs.150 mn

For For Performance of the company has been good

26-Sep-17 Sun Pharmaceutical Industries Ltd Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017


26-Sep-17 Sun Pharmaceutical Industries Ltd Annual General Meeting Management Declare final dividend of Rs.3.5 per equity share (face value of Re.1.0) For For Routine Resolution

26-Sep-17 Sun Pharmaceutical Industries Ltd Annual General Meeting Management Reappoint Sailesh T. Desai (DIN: 00005443) as a Director retiring by rotation For For Reappointment is in line with all statutory requirements.

26-Sep-17 Sun Pharmaceutical Industries Ltd Annual General Meeting Management Reappoint Israel Makov (DIN: 05299764) as a Director retiring by rotation For For Reappointment is in line with all statutory requirements.

26-Sep-17 Sun Pharmaceutical Industries Ltd Annual General Meeting Management Appoint S R B C & Co. as statutory auditors for a term of five years and fix their

remuneration


26-Sep-17 Sun Pharmaceutical Industries Ltd Annual General Meeting Management Ratify remuneration of Rs.1.9 mn payable to Kailash Sankhlecha & Associates,

as cost auditors for FY18


of operations.

26-Sep-17 Sun Pharmaceutical Industries Ltd Annual General Meeting Shareholder Appoint Kalyanasundaram Subramanian (DIN: 00179072) as a Director liable to

retire by rotation

For For Appointment is in line with all statutory requirements.

26-Sep-17 Sun Pharmaceutical Industries Ltd Annual General Meeting Management Appoint Kalyanasundaram Subramanian (DIN: 00179072) as Whole-time

Director for a period of two years beginning 14 February 2017 without any

remuneration

For For Appointment is in line with statutory requirements. Kal is receiving remuneration as MD of SPII, 100% subsidiary

of Sun Pharmaceuticals Industries Ltd focused on domestic markets and hence his appointment as Director is

without any remuneration.

26-Sep-17 Sun Pharmaceutical Industries Ltd Annual General Meeting Management Reappoint Dilip S. Shanghvi (DIN: 00005588) as Managing Director for a period

of five years beginning 1 April 2018 and fix his remuneration from 1 April 2018

until 31 March 2021

For For Reappointment is in line with all statutory requirements. The remuneration is commensurate with the company

size and performance and in line with that of industry peers.

26-Sep-17 Sun Pharmaceutical Industries Ltd Annual General Meeting Management Approve related party transactions with Aditya Medisales Limited (AML) for a

period of five years

For For 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.

26-Sep-17 Sunteck Realty Ltd Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017


26-Sep-17 Sunteck Realty Ltd Annual General Meeting Management To declare final dividend of Rs.1.5 per share of face value Re.1.0 For For Good policy to give dividend to shareholders

26-Sep-17 Sunteck Realty Ltd Annual General Meeting Management Reappoint Atul Poopal (DIN: 07295878) as an Executive Director For For Atul Poopal, 56, is an Executive Director. He is liable to retire by rotation and his reappointment is in line with all


26-Sep-17 Sunteck Realty Ltd Annual General Meeting Management Ratify Lodha & Co's appointment as statutory auditors and fix remuneration For For Lodha & Co have been the statutory auditors since FY11. Under the Companies Act 2013, auditor appointment

must be ratified annually. The ratification is in line with our Voting Policy on Auditor (Re)Appointment and

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

26-Sep-17 Sunteck Realty Ltd Annual General Meeting Management Approve Sunteck Realty Limited Employees' Stock Option Scheme 2017 (ESOS

2017) under which 1.25 mn stock options will be issued

For For Good policy for employee motivation is to have esop. The scheme will result in a dilution of 1.9%. More details is

awaited which company said will provide subsequently

26-Sep-17 Sunteck Realty Ltd Annual General Meeting Management Approve grant of stock options to the employees of subsidiaries of the company

under Sunteck Realty Limited Employees' Stock Option Scheme 2017 (ESOS

2017)

For For Good policy for employee motivation is to have esop. The scheme will result in a dilution of 1.9%. More details is

awaited which company said will provide subsequently

26-Sep-17 Inox Wind Ltd Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017. Adoption

of consolidated financial statements for the year ended 31 March 2017

For Abstain Marginal Holding

26-Sep-17 Inox Wind Ltd Annual General Meeting Management Reappoint Siddharth Jain (DIN: 00030202) as a Non Executive Non

–Independent Director


26-Sep-17 Inox Wind Ltd Annual General Meeting Management Ratify appointment of Patankar & Associates as statutory auditors for FY18 and



26-Sep-17 Inox Wind Ltd Annual General Meeting Management Reappoint Devansh Jain as an Executive Director for five years, w.e.f. 1

November 2017


26-Sep-17 Inox Wind Ltd Annual General Meeting Management Reappoint Rajeev Gupta as an Executive Director for FY18 and ratify his







Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




26-Sep-17 Inox Wind Ltd Annual General Meeting Management Appoint V Sankaranarayanan (DIN:00076549) as an Independent Director for

three years


26-Sep-17 Inox Wind Ltd Annual General Meeting Management Approve remuneration of Rs. 187,000 for Jain Sharma and Associates as cost

auditors for FY18


27-Sep-17 Td Power Systems Limited Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For Abstain Routine proposal.

27-Sep-17 Td Power Systems Limited Annual General Meeting Management Declare final dividend of Rs. 1.8 per equity share (face value Rs. 10.0) for FY17 For For Dividend for shareholders.

27-Sep-17 Td Power Systems Limited Annual General Meeting Management Reappoint Mohib N Khericha (DIN: 00010365) as a Non-Executive Non-



27-Sep-17 Td Power Systems Limited Annual General Meeting Management Appoint Varma & Varma Chartered Accountants as statutory auditors for a

period of five years and fix their remuneration


27-Sep-17 Td Power Systems Limited Annual General Meeting Management Approve remuneration of Rs. 150,000 for Rao, Murthy & Associates as cost

auditors for FY18


27-Sep-17 Td Power Systems Limited Annual General Meeting Management Revise remuneration terms of Nikhil Kumar, Managing Director For For In line with statutory requirements.

27-Sep-17 Td Power Systems Limited Annual General Meeting Management Reappoint KG Prabhakar as an Executive Director for three years, w.e.f. 28 June

2018


27-Sep-17 Lupin Ltd Postal Ballot Management To reappoint Dr. Kamal K. Sharma (DIN: 00209430) as Vice Chairperson for a

period of one year beginning 29 September 2017 and fix his remuneration

For For Reappointment is in line with statutory requirements and his remuneration is in line with other peers in the

industry

27-Sep-17 Au Small Finance Bank Limited Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017


27-Sep-17 Au Small Finance Bank Limited Annual General Meeting Management Reappoint Uttam Tibrewal (DIN: 01024940) as director liable to retire by

rotation


27-Sep-17 Au Small Finance Bank Limited Annual General Meeting Management To reappoint S.R. Batliboi & Associates LLP as statutory auditors for four years For For Routine Resolution

27-Sep-17 Au Small Finance Bank Limited Annual General Meeting Management To confirm/ratify article no. 13(b) of Articles of Association For For Routine Resolution

27-Sep-17 Au Small Finance Bank Limited Annual General Meeting Management To ratify employee stock option scheme 2015 to enable further granting of 1.5

mn stock potions at a deep discount to market price

For For For long-term incentive for employees in line with performance

27-Sep-17 Au Small Finance Bank Limited Annual General Meeting Management To ratify employee stock option scheme 2016 to enable further granting of 1.8

mn stock potions at a deep discount to market price

For For For long-term incentive for employees in line with performance

27-Sep-17 Oil And Natural Gas Corporation

Limited


ended 31 March 2017



Limited

Annual General Meeting Management Confirm interim dividend of Rs.6.75 per equity share and declare final dividend

of Re.0.80 per equity share of Rs.5 each

For For ONGC paid a first interim dividend of Rs.4.50 per share of Rs.5 each pre-bonus. A second interim dividend of

Rs.2.25 per share was paid post-bonus. The company now proposes a final dividend of Rs.0.80 per share. The

total outflow on account of dividend is Rs.93.4 bn (inclusive of dividend tax). The dividend payout ratio is 69.5%

v/s 36.7% in the previous year


Limited

Annual General Meeting Management Reappoint DD Misra as Director, liable to retire by rotation For For DD Misra (DIN: 06926783) is Wholetime Director (Human Resources). His reappointment is in line with all



Limited

Annual General Meeting Management Reappoint Shashi Shanker as Director, liable to retire by rotation For For Reappoint Shashi Shanker as Director, liable to retire by rotation


Limited

Annual General Meeting Management Fix remuneration of joint statutory auditors to be appointed by the Comptroller


For For The Comptroller & Auditor General of India (C&AG) has appointed Lodha & Co, PKF Sridhar & Santhanam,

Khandelwal Jain & Co, Dass Gupta & Associates, KC Mehta & Co and MKPS & Associates statutory auditors. As

per Section 142 of the Companies Act, 2013, shareholder approval is required to authorize the board to fix the

remuneration of statutory auditors at appropriate level. The total audit fee of Rs.30.5 mn in FY17 (excluding tax

and reimbursements) is commensurate with the size and complexity of the company: we expect audit fees in

FY18 to be in same range


Limited

Annual General Meeting Shareholder Appoint Deepak Sethi as Independent Director for three years beginning 31

January 2017

For For Deepak Sethi (DIN-07729009) is a Chartered Accountant. His appointment is in line with all statutory

requirements


Limited

Annual General Meeting Shareholder Appoint Vivek Mallya as Independent Director for three years beginning 31

January 2017

For For Vivek Mallya (DIN: 05311763) is a Chartered Accountant. His appointment is in line with all statutory

requirements


Limited

Annual General Meeting Shareholder Appoint Sumit Bose as Independent Director for three years beginning 31

January 2017

For For Sumit Bose (DIN: 03340616) is Vice Chairman of National Institute of Public Finance and Policy. His appointment

is in line with all statutory requirements


Limited

Annual General Meeting Shareholder Appoint Dr. Santrupt B Misra as Independent Director for three years beginning

31 January 2017

For For Dr. Santrupt B Misra (DIN: 00013625) is CEO of Carbon Black business and Director (Group Human Resources) of

Aditya Birla group. His appointment is in line with all statutory requirements


Limited

Annual General Meeting Shareholder Appoint Rajiv Bansal as Non-Executive Non-Independent Director with effect

from 10 August 2017

For For Rajiv Bansal (DIN: 00245460) is an IAS officer. His appointment is in line with all statutory requirements


Limited

Annual General Meeting Management Ratify payment of Rs.0.4 mn as remuneration to cost auditors for FY18 For For The company has appointed Shome & Banerjee, Rohit & Associates, Dhananjay V Joshi & Associates, M

Krishnaswamy & Associates, Musib & Co and Chandra Wadhwa & Co as cost auditors for FY18. The total

remuneration proposed to be paid to the cost auditors is reasonable compared to the size and scale of

operations


Limited

Annual General Meeting Management Private placement of non-convertible debentures and/or other debt securities

upto Rs.250 bn

For For The company is planning execution of projects including development of Cluster 2 of the NELP Block KG-DWN-

98/2, CBM Development and other development/ redevelopment projects in Western Offshore. It also plans

acquisition of 51.11% equity shares in Hindustan Petroleum Corporation Limited from Government of India. The

proposed issuance will be carved out of the company’s borrowing limit. There has been a steady increase in

ONGC’s investments in subsidiaries, associates, joint-ventures and other entities. The investments have

increased from Rs.352 bn in 2015 to Rs.368 bn and further to Rs.505bn in 2017. With the investment in HPCL,

this will further increase. Shareholders should engage with the company, to understand the strategic nature of

these and whether the company can either merge some of these with itself, or divest them with the intention to

streamline the company’s capital structure and operations





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)





Limited

Annual General Meeting Management Create charge on assets upto Rs.250 bn For For Secured loans generally have easier repayment terms, less restrictive covenants, and lower interest rates

28-Sep-17 Finolex Cables Ltd Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017

For For This is a standard & mandatory resolution.

28-Sep-17 Finolex Cables Ltd Annual General Meeting Management To declare final dividend of Rs.3.0 per share of face value Rs.2.0 For For The total dividend outflow including dividend tax for FY17 is Rs.0.6 bn. The dividend payout ratio at 17.5% is low.

28-Sep-17 Finolex Cables Ltd Annual General Meeting Management Reappoint Mahesh Viswanathan (DIN: 02780987) as an Executive Director For For Mahesh Viswanathan is Deputy Managing Director and Chief Financial Officer. He is liable to retire by rotation

and his reappointment is in line with all statutory requirements.

28-Sep-17 Finolex Cables Ltd Annual General Meeting Management Appoint Deloitte Haskins & Sells LLP as statutory auditors for a period of five

years from 1 April 2017 and fix their remuneration

For For Deloitte Haskins & Sells LLP’s appointment is in line with our Voting Policy on Auditor Appointment and with the


28-Sep-17 Finolex Cables Ltd Annual General Meeting Shareholder Appoint Sumit Shah (DIN: 00036387) as a Director For For Sumit Shah was appointed as an Additional Director from 14 February 2017. His appointment is in line with the


28-Sep-17 Finolex Cables Ltd Annual General Meeting Shareholder Appoint Shishir Lall (DIN: 00078316) as a Director For For Shishir Lall was appointed as an Additional Director from 30 May 2017. His appointment is in line with the


28-Sep-17 Finolex Cables Ltd Annual General Meeting Management Appoint Sumit Shah as an Independent Director for five years from 28

September 2017

For For Sumit Shah is the Managing Director of Renaissance Jewellry Limited. His appointment as an Independent

Director is in line with the statutory requirements.

28-Sep-17 Finolex Cables Ltd Annual General Meeting Management Appoint Shishir Lall as an Independent Director for five years from 28

September 2017

For For Shishir Lall held the position of International Vice President – Franchise Operations – South Asia Business Unit at

PepsiCo and was elevated as Executive Director from 1990 to 1999. His appointment as an Independent Director

is in line with the statutory requirements.

28-Sep-17 Finolex Cables Ltd Annual General Meeting Management Reappoint K. P. Chhabria as Advisor for five years from 1 October 2017 to a

place of profit and fix his remuneration

For For K. P. Chhabria, 83, belongs to the promoter family. He was Executive Vice-Chairperson of Finolex Industries

Limited till 2012. The company proposes to pay him Rs.25.2 mn as fees.

28-Sep-17 Finolex Cables Ltd Annual General Meeting Management Approve remuneration of Rs.0.5 mn for Joshi Apte & Associates as cost auditors

for the financial year ending 31 March 2018


28-Sep-17 Finolex Cables Ltd Annual General Meeting Management Fix commission for non-executive directors at an amount upto 1% of net profits

or Rs.10 mn, whichever is lower, for five years from 1 April 2016

For For The board is seeking approval of shareholders to fix payment of commission to non-executive directors at an

amount upto 1% of net profits or Rs.10 mn, whichever is lower.

28-Sep-17 Finolex Cables Ltd Annual General Meeting Management Approve private placement of redeemable non-convertible debentures (NCDs)


For For The proposed NCDs will be issued within the overall borrowing limit of Rs.10 bn. The company’s debt has an

outstanding rating of CRISIL AA+/ Stable/ CRISIL A1+, which denotes high degree of safety regarding timely

servicing of financial obligations.

28-Sep-17 Finolex Cables Ltd Annual General Meeting Management Approve related party transactions with Corning Finolex Optical Fibre Private

Limited upto Rs.0.6 bn

For For Finolex Cables Limited (Finolex) proposes to purchase optical fibre upto Rs.0.6 bn (or 1.5 mn KM fibre quantity

whichever is higher) from Corning Finolex Optical Fibre Private Limited (CFOFPL). CFOFPL is 50:50 joint venture

between Finolex and Corning Ventures France SAS. Shareholders should note that Finolex will get the optical

fibre at lowest price as compared to CFOFPL’s other customers. The proposed transaction to be carried out is in

the ordinary course of business.

28-Sep-17 Steel Strips Wheels Ltd Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine Resolution

28-Sep-17 Steel Strips Wheels Ltd Annual General Meeting Management Approve final dividend of Rs.3 per equity share of Rs.10 each For For Good practice to distribute part of profits to shareholders; income for the fund.

28-Sep-17 Steel Strips Wheels Ltd Annual General Meeting Management Reappoint Manohar Lal Jain (DIN: 00034591) as Director, liable to retire by

rotation

For For Manohar Lal Jain (DIN: 00034591) is a Chartered Accountant and Wholetime Director of the company. His


28-Sep-17 Steel Strips Wheels Ltd Annual General Meeting Management Appoint AKR & Associates as statutory auditors for five years and fix their

Remuneration

For For AKR & Associates will replace SC Dewan & Co as statutory auditors. The appointment is in line with all statutory

requirements.

28-Sep-17 Steel Strips Wheels Ltd Annual General Meeting Management Reappoint Ms. Jaspreet Takhar as Independent Director for three years

beginning 1 Oct 2017


28-Sep-17 Steel Strips Wheels Ltd Annual General Meeting Shareholder Increase the borrowing limit from Rs.10 bn to Rs.20 bn For Abstain On 31 March 2017, on a standalone basis, the outstanding long-term debt aggregated about Rs.5 bn: therefore,

the company has enough headroom to raise long-term debt to fund its growing export orders. In addition to the

existing Rs.10bn limit, the company can raise short term debt under regulations. Therefore, the need to double

the existing borrowing limit is unclear.

28-Sep-17 Steel Strips Wheels Ltd Annual General Meeting Management Provide charge on assets For For Secured loans generally have easier repayment terms, less restrictive covenants, and lower interest rates.

28-Sep-17 Hpl Electric And Power Ltd Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine Business

28-Sep-17 Hpl Electric And Power Ltd Annual General Meeting Management Declare final dividend of Rs. 1.5 per equity share (face value Rs. 10.0) for FY17 For For Routine Business

28-Sep-17 Hpl Electric And Power Ltd Annual General Meeting Management Reappoint Gautam Seth (DIN: 00203405) as an Executive Director For For Good Candidature

28-Sep-17 Hpl Electric And Power Ltd Annual General Meeting Management Appoint Kharbanda Associates, Chartered Accountants as statutory auditors for



28-Sep-17 Hpl Electric And Power Ltd Annual General Meeting Management Approve remuneration of Rs. 35,000 for Bikram Jain & Associates as cost

auditors for FY18


28-Sep-17 Hpl Electric And Power Ltd Annual General Meeting Management Revise remuneration of Chandra Prakash Jain (DIN: 00311643), w.e.f. 1 April

2017 and approve his performance bonus of Rs. 0.9 mn for FY17


28-Sep-17 Hpl Electric And Power Ltd Annual General Meeting Management Revise remuneration of Vinod Ratan Gupta (DIN: 07401017), w.e.f. 1 April 2017

and approve his performance bonus of Rs. 0.9 mn for FY17


28-Sep-17 Hpl Electric And Power Ltd Annual General Meeting Shareholder Reappoint Jatinder Singh Sabharwal (DIN: 07364399) as an Independent

Director for three years, w.e.f. 14 January 2018


28-Sep-17 Hpl Electric And Power Ltd Annual General Meeting Shareholder Reappoint Tarun Sehgal (DIN: 07384592) as an Independent Director for three

years, w.e.f. 14 January 2018


28-Sep-17 Hpl Electric And Power Ltd Annual General Meeting Shareholder Reappoint Virender Kumar Bajaj (DIN: 07401106) as an Independent Director

for three years, w.e.f. 14 January 2018


28-Sep-17 Hpl Electric And Power Ltd Annual General Meeting Shareholder Reappoint Mrs. Madhu Bala Nath (DIN: 01320110) as an Independent Director

for three years, w.e.f. 14 January 2018


28-Sep-17 Hpl Electric And Power Ltd Annual General Meeting Shareholder Reappoint Jainul Haque (DIN: 00004762) as an Independent Director for three







Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




28-Sep-17 Dish Tv India Ltd. Annual General Meeting Management Adoption of standalone financial statements for the year ended 31 March 2017 For Abstain Routine proposal

28-Sep-17 Dish Tv India Ltd. Annual General Meeting Management Reappoint Ashok Mathai Kurien (DIN-00034035) as a Non-Executive, Non-


For Abstain Ashok Mathai Kurien is the Promoter of Zee Entertainment Enterprises Ltd. He attended 71% of the board

meetings in FY17 and 64% of the board meetings held over the past three years. IiAS expects directors to take

their responsibilities seriously and attend all board meetings.

28-Sep-17 Dish Tv India Ltd. Annual General Meeting Management Reappoint Walker Chandiok & Co LLP, as statutory auditors for five years and fix

their remuneration

For For The company proposes to reappoint Walker Chandiok & Co LLP as statutory for a second term. Walker Chandiok

& Co LLP have been the auditors since FY15. Walker Chandiok & Co LLP’s appointment as statutory auditors is in

line with our Voting Guidelines on Auditor (Re)Appointments and with the requirements of Section 139 of the

Companies Act 2013

28-Sep-17 Dish Tv India Ltd. Annual General Meeting Management Ratify remuneration of Rs. 400,000 (plus service tax and out of pocket

expenses) for Chandra Wadhwa & Co, as cost auditors payable for FY17



28-Sep-17 Dish Tv India Ltd. Annual General Meeting Management Ratify remuneration of Rs. 400,000 (plus service tax and out of pocket

expenses) for Chandra Wadhwa & Co, as cost auditors payable for FY18


scale of the company’s operations

28-Sep-17 Dish Tv India Ltd. Annual General Meeting Shareholder Reappoint Bhagwan Das Narang (DIN - 00826573) as an Independent Director

for a period of five years from 28 September

For Abstain Bhagwan Das Narang is the former CMD of Oriental Bank of Commerce (OBC). He has been on the board of the

company for the past 11 years. The length of tenure is inversely proportionate to the independence of a director.

Due to his long association (>10 years) with the company, he is considered non-independent.

28-Sep-17 Dish Tv India Ltd. Annual General Meeting Shareholder Reappoint Arun Duggal (DIN - 00024262) as an Independent Director for a

period of five years from 28 September

For Abstain Arun Duggal is the Chairperson, ICRA. He has been on the board of the company for the past 11 years. The length

of tenure is inversely proportionate to the independence of a director. Due to his long association (>10 years)

with the company, he is considered non-independent.

28-Sep-17 Dish Tv India Ltd. Annual General Meeting Management Keep the register and index of members and related books at the office of

Registrar and Share Transfer Agent, Link Intime India Private Limited

For For The register and index of members and returns of the company are maintained at the registered office of the

company in Mumbai. Through this resolution, the company seeks to keep the register and index of members and

annual returns at the office of the RTA of the company, Link Intime India Private Limited, C-101, 247 Park, L B S

Marg, Vikhroli West, Mumbai 400 083. The company believes that this will be administratively convenient for all

stakeholders.

28-Sep-17 J Kumar Infraprojects Ltd. Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine business

28-Sep-17 J Kumar Infraprojects Ltd. Annual General Meeting Management Approve final dividend of Rs.2 per share of face value Rs.5.0 each For For The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs.0.2 bn. The dividend


28-Sep-17 J Kumar Infraprojects Ltd. Annual General Meeting Management Reappoint Ms. Kusum J Gupta as a Director For For Ms. Kusum J Gupta (DIN: 03138909) is a promoter non-executive director. She retires by rotation and his


28-Sep-17 J Kumar Infraprojects Ltd. Annual General Meeting Management Reappoint Todi Tulsyan & Co for a period of four years and fix their

remuneration

For For Todi Tulsyan & Co were appointed as the auditors in the previous AGM for a year. They are being reappointed

now for a period of four years - the proposed reappointment for four years is not in line with Section 139(1) of

Companies Act 2013, which states that auditors must be (re)appointed for a period of five years. The company

must issue a corrigendum to modify the auditor term and comply with the Act

28-Sep-17 J Kumar Infraprojects Ltd. Annual General Meeting Management Approve remuneration of Rs. 0.8 mn for Kirit Mehta & Co as cost auditors for

FY18


operations

28-Sep-17 J Kumar Infraprojects Ltd. Annual General Meeting Management Approve increase in remuneration of Jagdishkumar Gupta Executive

Chairpersonfor the remainder of his term (till May 2019

For For Jagdishkumar Gupta is the promoter Executive Chairperson. His proposed remuneration of Rs.30 mn (earlier

Rs.12 mn) is in line with peers and commensurate with the size and scale of operations

28-Sep-17 J Kumar Infraprojects Ltd. Annual General Meeting Management Approve increase in remuneration of Kamal Gupta Managing Director for the

remainder of his term (till May 2019

For For Kamal Gupta is one of the promoter MDs. His proposed remuneration of Rs.15 mn (earlier Rs.9 mn) is in line with

peers and commensurate with the size and scale of operations

28-Sep-17 J Kumar Infraprojects Ltd. Annual General Meeting Management Approve increase in remuneration of Nalin J Gupta , Managing Director for the

remainder of his term (till May 2019)

For For Nalin J Gupta is one of the promoter MDs. His proposed remuneration of Rs.15 mn (earlier Rs.9 mn) is in line

with peers and commensurate with the size and scale of operations

28-Sep-17 Natco Pharma Limited Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017


28-Sep-17 Natco Pharma Limited Annual General Meeting Management Confirm interim dividend of Rs.6.75 per equity share (face value of Rs.2.0) For For The total dividend for FY17 is Rs. 6. 75/- per share and the total dividend outflow (including dividend tax for

FY17) is Rs. 1. 4 bn, while the dividend payout ratio is 28. 7%.

28-Sep-17 Natco Pharma Limited Annual General Meeting Management Reappoint P.S.R.K Prasad (DIN: 07011140) as a Director retiring by rotation For For His reappointment is in line with all statutory requirements.

28-Sep-17 Natco Pharma Limited Annual General Meeting Management Ratify Walker, Chandiok & Co. LLP as statutory auditors for one year and fix

their remuneration

For For Reappointment is in line with the requirements of Section 139 of the Companies Act 2013.

28-Sep-17 Natco Pharma Limited Annual General Meeting Management Reappoint V. C. Nannapaneni (DIN: 00183315) as Chairperson and Managing

Director for a period of two years beginning 1 April 2017 and fix his

remuneration

For For Reappointment is in line with statutory requirements and his remuneration is comparable to industry peers and

commensurate with the size and performance of the company

28-Sep-17 Natco Pharma Limited Annual General Meeting Management Reappoint Rajeev Nannapaneni (DIN: 00183872) as Vice Chairperson & Chief

Executive Officer for a period of two years beginning 1 April 2017 and fix his

remuneration

For For Reappointment is in line with all statutory requirements. His remuneration is in line with peers and

commensurate with the size and performance of the company.

28-Sep-17 Natco Pharma Limited Annual General Meeting Management Reappoint Dr. A. K. S. Bhujanga Rao (DIN: 02742637) as Director and President

(R & D and Tech.) from 1 April 2017 until 6 August 2017 and fix his

remuneration

For For Dr. A. K. S. Bhujanga Rao resigned on 6 August 2017: therefore, the company needs to ratify his reappointment

and remuneration for the period.

28-Sep-17 Natco Pharma Limited Annual General Meeting Management Reappoint P. S. R. K. Prasad (DIN: 07011140) as Director and Executive Vice

President (Corporate Engineering Services) for a period of one year from 1 April


For For Reappointment is in line with all statutory requirements. The remuneration is in line with peers and


28-Sep-17 Natco Pharma Limited Annual General Meeting Management Reappoint Dr. D. Linga Rao (DIN: 07088404) as Director & President (Tech.

Affairs) for a period of one year from 1 April 2017 and fix his remuneration



28-Sep-17 Natco Pharma Limited Annual General Meeting Management Ratify the remuneration of Rs. 150,000 payable to S. S. Zanwar & Associates,


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

of operations.





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




28-Sep-17 Natco Pharma Limited Annual General Meeting Management Approve payment of one-time incentive to Dr. A. K. S. Bhujanga Rao, P. S. R. K.

Prasad, and Dr. D. Linga Rao not exceeding 65% of the gross monthly


For For On account of the company’s superior performance in FY17, it proposes to pay the directors a one-time

incentive of Rs. 0. 68 mn. Consequently, each of the directors will be paid FY17 remuneration aggregates Rs. 13.

2 mn, which is commensurate with the company’s FY17 improvement in profits.

28-Sep-17 Natco Pharma Limited Annual General Meeting Management Approve NATCO- Employee Stock Option Scheme - 2017 (NATSOP-2017) and

grant options to employees

For For Under the NATSOP-2017 scheme, the company proposes to grant upto 600,000 options with an exercise price of

Rs. 2 (face value). The scheme will lead to a dilution of 0. 3% and, assuming all the options are granted in the first

year, the cost of the proposed plan, will be around Rs. 73. 5 mn (1. 5% of consolidated PAT) annually.

Considering the previous ESOP scheme (ESOS 2016), the aggregate cost due to ESOPs will amount to ~Rs. 196. 5

mn per annum (4. 0% of FY17’s consolidated profits), which is within acceptable levels.

28-Sep-17 Housing And Urban Development

Corporation Limited

Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine resolution


Corporation Limited

Annual General Meeting Management To confirm interim dividend of Rs. 0.5 and to declare final dividend of Rs 0.05

per equity share (FV Rs. 10)



Corporation Limited

Annual General Meeting Management To reappoint Nand Lal Manjoka (DIN - 06560566), as director liable to retire by

rotation



Corporation Limited

Annual General Meeting Management To authorise the board to fix remuneration of the auditors appointed by the

Comptroller and Auditor General of India for FY18



Corporation Limited

Annual General Meeting Management To issue redeemable non-convertible debentures on private placement basis,

upto the current borrowing limits of Rs 120.0 bn



Corporation Limited

Annual General Meeting Management To increase the borrowing limit from Rs. 400.0 bn to Rs. 600.0 bn Company For For Positive for business growth

28-Sep-17 Gujarat State Petronet Ltd Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine resolution

28-Sep-17 Gujarat State Petronet Ltd Annual General Meeting Management Approve final dividend of Rs.1.5 per share of face value Rs.10.0 each For For The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs.1.0 bn. The dividend


28-Sep-17 Gujarat State Petronet Ltd Annual General Meeting Management Reappoint M. M. Srivastava as a Director For For M. M. Srivastava (DIN: 02190050) is the former Managing Director of Gujarat Agro Industries Corporation. He

retires by rotation and his reappointment is in line with the statutory requirements.

28-Sep-17 Gujarat State Petronet Ltd Annual General Meeting Management Authorise the board to fix the remuneration of statutory auditors for FY2017-18

appointed by the Comptroller and Auditor-General of India (CAG)

For For V. V. Patel & Co are the current statutory auditors of the company. As per the provisions of the Companies Act,

2013, while the auditors of a government company are to be appointed/reappointed by the Comptroller and

Auditor General (CAG) of India, the remuneration of the auditor has to be fixed by the company in the general

meeting. The company is accordingly seeking approval from its shareholders to authorize the board to fix the

remuneration of the auditors in FY18. We observe that the auditor was paid total audit fees of Rs. 0.3 mn in FY17

(excluding tax and reimbursements) which is reasonable considering the size of the company.

28-Sep-17 Gujarat State Petronet Ltd Annual General Meeting Shareholder Appoint Anil Mukim as a Director For For Anil Mukim (DIN: 02842064) is the Additional Chief Secretary, Finance Department, Government of Gujarat. His


28-Sep-17 Gujarat State Petronet Ltd Annual General Meeting Management Appoint Bimal N Patel as an Independent Director for five years w.e.f 29

December 2016

For For Bimal N Patel (DIN: 03006605) is the Director of the Gujarat National Law University. His appointment is in line


28-Sep-17 Gujarat State Petronet Ltd Annual General Meeting Management Approve remuneration of Rs. 0.1 mn for N D Birla & Co. as cost auditors for

FY18


operations.

28-Sep-17 Jagran Prakashan Ltd Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017


28-Sep-17 Jagran Prakashan Ltd Annual General Meeting Management Declare final dividend of Rs. 3.0 per equity share (face value Rs. 2.0) For For The total dividend outflow including dividend tax for FY17 is Rs. 1.1 bn. The dividend payout ratio is 35.6%.

28-Sep-17 Jagran Prakashan Ltd Annual General Meeting Management Reappoint Devendra Mohan Gupta as Non-Executive Non-Independent Director 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 requirements

28-Sep-17 Jagran Prakashan Ltd Annual General Meeting Management Reappoint Amit Dixit as Non-Executive Non-Independent Director 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 requirements

28-Sep-17 Jagran Prakashan Ltd Annual General Meeting Management Appoint Deloitte Haskins & Sells as statutory auditors for five years and fix their

remuneration

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 our Voting

Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013

28-Sep-17 Indraprastha Gas Ltd Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017


28-Sep-17 Indraprastha Gas Ltd Annual General Meeting Management Confirm interim dividend of Rs.3.5 per share and declare final dividend of Rs.5.0

per equity share of Rs.10 each

For For The aggregate dividend per share is Rs.8.5. The total dividend outflow including dividend tax for FY17 is Rs.1.4

bn. The dividend payout ratio for FY17 is 25.1%

28-Sep-17 Indraprastha Gas Ltd Annual General Meeting Management Fix remuneration of Walker Chandiok & Co LLP as statutory auditors to be

appointed by the Comptroller and Auditor General of India for FY18



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

28-Sep-17 Indraprastha Gas Ltd Annual General Meeting Shareholder Appoint Ramesh Srinivasan (DIN: 07164250) as Non-Executive Non-


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 2017.

He is liable to retire by rotation and his appointment is in line with all statutory requirements

28-Sep-17 Indraprastha Gas Ltd Annual General Meeting Shareholder Appoint Manoj Jain (DIN: 07556033) as Non-Executive Non-Independent

Director

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 2017. He is liable to retire by

rotation and his appointment is in line with all statutory requirements





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




28-Sep-17 Indraprastha Gas Ltd Annual General Meeting Shareholder Appoint Ms. Varsha Joshi (DIN: 07056514) as Non-Executive Non-Independent

Director

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 2017. He is liable to retire by rotation and his appointment is in line with all statutory requirements

28-Sep-17 Indraprastha Gas Ltd Annual General Meeting Management Approve remuneration of Rs. 225,000 for Chandra Wadhwa & Co as cost



28-Sep-17 Indraprastha Gas Ltd Annual General Meeting Management Ratify related party transactions of Rs.7.97 bn with GAIL (India) Limited in FY17 For For IGL purchased APM gas worth Rs. 7.97 bn for NCT of Delhi in FY17 from GAIL (under a contract), at a price

determined by Government of India. The purchases under this contract exceeded 10% of the annual turnover of

the Company as per the FY17 audited financial statements. The transactions were in the ordinary course of

business

28-Sep-17 Indraprastha Gas Ltd Annual General Meeting Management Ratify related party transactions of Rs.4.99 bn with GAIL (India) Limited in FY17 For For IGL purchased PMT gas worth Rs. 4.99 bn for NCT of Delhi in FY17 from GAIL (under a contract), at a price

determined by Government of India. The purchases under this contract exceeded 10% of the annual turnover of

the Company as per the FY17 audited financial statements. The transactions were in the ordinary course of

business

28-Sep-17 Indraprastha Gas Ltd Annual General Meeting Management To approve sub-division of equity share of Rs.10 each into 5 equity shares of

Rs.2 each

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

28-Sep-17 Indraprastha Gas Ltd Annual General Meeting Management Amendment in capital clause V of the Memorandum of Association to reflect


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

28-Sep-17 Indraprastha Gas Ltd Annual General Meeting Management Amendment in Article 3 of the Articles of Association 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


28-Sep-17 Pennar Engineered Building Systems

Limited

Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine business


Limited

Annual General Meeting Management Reappoint Mukul Gulati as Non Executive Non Independent Director For For Mukul Gulati, 44, is Co-founder and Managing Partner, Zephyr Peacock India, a private equity investor in Pennar

Engineered Building Systems Limited. He retires by rotation and his reappointment is in line with statutory

requirements


Limited

Annual General Meeting Management Appoint B S R & Associates LLP as statutory auditors for one year in place of

casual vacancy caused by resignation of Deloitte Haskins & ells and fix their

remuneration

For For B S R & Associates LLP’s appointment as statutory auditors is in line with our Voting Guidelines on Auditor

(Re)appointments and with the requirements of Section 139 of the Companies Act 2013. The company has not

provided a clear rationale for the auditor’s resignation before the expiry of their term


Limited

Annual General Meeting Management Approve remuneration of Rs. 70,000 for Kandikonda & Associates as cost

auditors for FY18

For For The proposed remuneration of Rs. 70,000 to be paid to the cost auditors for FY18 is reasonable, compared to the

size and scale of the company’s operations


Limited

Annual General Meeting Management Reappoint P V Rao as Managing Director for two years with effect from 10


For For P V Rao, 57, is part of the promoter family and Managing Director, Pennar Engineered Building Systems Limited.

His term as MD expired on 9 February 2017; the company proposes to appoint him as MD for two years with

effect from 10 February 2017 and fix his remuneration.

His FY17 remuneration was Rs. 13.0 mn, including commission of Rs. 1.5 mn. His estimated FY18 remuneration of

Rs. 15.6 mn is in line with peers and commensurate with the size and complexity of the business


Limited

Annual General Meeting Management Charge expenses to shareholders in advance for the dispatch of documents in


For For The company seeks to charge shareholders for dispatch of documents in a specific requested mode. Given the

nature of the charge, this might become a deterrence for shareholders to seek information


Limited

Annual General Meeting Management Approve related party transactions upto Rs. 1 bn in FY18 with holding company

Pennar Industries Ltd

For For The transactions include purchase and sale of goods, purchase of fixed assets, other services rendered or

received, and receipt of rent and other expenses. In FY17, the value

of similar related party transactions with the holding company was Rs.0.27 bn. Pennar Industries Limited, the

holding company, is engaged in production of steel and industrial components and has a projects business. The

proposed transactions to be carried out are at arm’s length and in the ordinary course of business, and the

approval will be valid for one year

28-Sep-17 Talwalkars Better Value Fitness Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017


28-Sep-17 Talwalkars Better Value Fitness Annual General Meeting Management Confirm interim dividend of Rs.1.5 per share (Face Value: Rs.10.0 For For Good policy to give dividend.

28-Sep-17 Talwalkars Better Value Fitness Annual General Meeting Management Reappoint Harsha Bhatkal as an Executive Director. For For Harsha Bhatkal (DIN: 00283946) is part of the promoter group. He retires by rotation and his reappointment is in

line with statutory requirements.

28-Sep-17 Talwalkars Better Value Fitness Annual General Meeting Management Reappoint Madhukar Talwalkar as an Executive Director For For Madhukar Talwalkar (DIN: 00341613) is part of the promoter group. He attended 50% of the board meetings in

FY17 and 77% of the board meetings over the last three years. We expect directors to take their responsibilities

seriously and attend all board meetings.

28-Sep-17 Talwalkars Better Value Fitness Annual General Meeting Management Ratify MK Dandekar & Co as statutory auditors for FY18 and fix their

remuneration

For For MK Dandekar & Co have been the company’s statutory auditors for the past six years. MK Dandekar & Co’s

ratification as statutory auditors is in line with IiAS Voting Guidelines on Auditor (Re) Appointments and with the


28-Sep-17 Talwalkars Better Value Fitness Annual General Meeting Management Approve private placement of Non-Convertible Debentures up to an amount of

Rs 5.0 bn for the period from 1 October 2017 to 30 September 2018

For For The NCDs will be within the overall borrowing limits.

28-Sep-17 Talwalkars Better Value Fitness Annual General Meeting Management Ratify issue of upto 1.3 mn equity shares on preferential basis to the promoter

group

For For The issuance is expected to raise over Rs.400mn at current market prices, and result in a 4.2% dilution for

existing minority shareholders. The funds will be used to support working capital expansion and growth. The

company seeks shareholder ratification for this resolution that had been approved by shareholders at the August

2017 PB. The relevant date for determining the price of the equity shares has been corrected to 24 July

2017(which was printed as 25 July 2017 in the original notice), in accordance with SEBI ICDR Regulations.

Further, 23 August 2017) will be taken to be the date of the passing of this resolution (which was printed as 24

August 2017 as mentioned in the original notice).





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




28-Sep-17 Dq Entertainment International Ltd. Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017


28-Sep-17 Dq Entertainment International Ltd. Annual General Meeting Management Re-appointment of Ms. Rashida Adenwala as a Director of the Company. For For Ms. Rashida Adenwala is the founder partner of R&A Associates, a practicing CS firm and has more than 25 years

of experience in Corporate Law. She retires by rotation and her reappointment is in line with the statutory

requirements

28-Sep-17 Dq Entertainment International Ltd. Annual General Meeting Management Ratify appointment of MZSK & Associates as statutory auditors for FY18 For For MZSK & Associates have been the auditors since FY14. The ratification of appointment of MZSK & Associates as

statutory auditors is in line with IiAS Voting Guidelines and with the requirements of Section 139 of the

Companies Act 2013

28-Sep-17 Dq Entertainment International Ltd. Annual General Meeting Management Reappoint Tapaas Chakravarti as CMD & CEO for a period of three years from 1

September 2017 and fix his remuneration as minimum remuneration

For For Tapaas Chakravarti, 61, is the promoter of the company and has been on the board since 2009. His proposed

remuneration is estimated at Rs. 11mn, which is commensurate with the size and complexity of the business,

and comparable to peers.

28-Sep-17 Irb Invit Extraordinary General Meeting Management Approval of the proposed Acquisition of Irb Pathankot Amritsar Toll Road

Limited and matters related thereto, Being a material related party transaction

For Against High Valuation

28-Sep-17 Irb Invit Extraordinary General Meeting Management Authority to borrow and create charge on the trust assets For Against Since linked to first proposal

28-Sep-17 Irb Invit Extraordinary General Meeting Management The proposed conversion of project spvs owned by the trust from private

companies into public companies

For For For better compliance

28-Sep-17 Gujarat Flourochemicals Ltd. Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017


28-Sep-17 Gujarat Flourochemicals Ltd. Annual General Meeting Management To declare final dividend of Rs.3.5 per equity share (face value Re.1.0) For For The total dividend for FY17 is Rs. 3.5/- per share. The total dividend outflow (including dividend tax for FY17) is

Rs.0.5 bn, while the dividend payout ratio is 31.6%.

28-Sep-17 Gujarat Flourochemicals Ltd. Annual General Meeting Management Reappoint Deepak Asher (DIN: 00035371) as a Non-Executive Non-Independent

Director retiring by rotation

For For Deepak Asher, 58, is founder President of the Multiplex Association of India. His reappointment is in line with all


28-Sep-17 Gujarat Flourochemicals Ltd. Annual General Meeting Management Appoint Kulkarni and Company as statutory auditors for five years and fix their

remuneration

For For Kulkarni and Company is replacing Patankar & Associates as the statutory auditors. It is a west-based firm of

chartered accountants with two partners. The two partners do not have sufficient experience to undertake the

audit of a listed company.

28-Sep-17 Gujarat Flourochemicals Ltd. Annual General Meeting Management Reappoint Vivek Jain (DIN: 00029968) as Managing Director for a period of five

years beginning 1 January 2018 and fix his remuneration

For For Vivek Jain, 62, is promoter director. The company proposes to pay him a remuneration of Rs.76.8 mn, which is

high compared to peers and not commensurate with the size and performance of the company. Further, his FY17

remuneration was not aligned to the performance of the company. Despite a 78% reduction in profits in FY17,

Vivek Jain was paid the upper limit of commission of Rs.50 mn.

28-Sep-17 Gujarat Flourochemicals Ltd. Annual General Meeting Management Reappoint Dinesh Kumar Sachdeva (DIN: 00050740) as Whole-time Director for

a period of one year beginning 29 November 2017 and fix his remuneration

For For Dinesh K Sachdeva, 72, is on the company’s board since 2007. He was paid Rs.2.4 mn in FY17 and as per his

proposed terms, will be paid upto ~Rs.3.0 mn per annum, which is commensurate with the size and scale of

operations. While the overall remuneration is reasonable, he has attended 20% of the board meetings in FY17

and 25% of the meetings held over the past three years. We expect directors to take their responsibilities

seriously and attend all meetings: we support director reappointments only if the director has attended at least

75% of the board meetings held over the previous three-year period.

28-Sep-17 Gujarat Flourochemicals Ltd. Annual General Meeting Management Reappoint Anand Rambhau Bhusari (DIN: 07167198) as Whole-time Director for

a period of one year beginning 28 April 2017 and fix his remuneration

For For Anand Rambhau Bhusari was appointed as a Whole Time Director of the company in April 2015. He was paid

Rs.12.6 mn in FY17 and as per his proposed terms, will be paid upto ~Rs.15 mn per annum, which is

commensurate with the size and scale of operations.

28-Sep-17 Gujarat Flourochemicals Ltd. Annual General Meeting Management Ratify the remuneration of Rs. 300,000 payable to Kailash Sankhlecha &


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

of operations.

28-Sep-17 Inox Leisure Ltd. Annual General Meeting Management a. Adoption of standalone financial statements for the year ended 31 March


March 2017


28-Sep-17 Inox Leisure Ltd. Annual General Meeting Management Reappoint Pavan Jain (DIN: 00030098 as a Non-Executive, Non-Independent

Director

For For Pavan Jain is the Promoter Chairperson. He retires by rotation and his reappointment is in line with the statutory

requirements

28-Sep-17 Inox Leisure Ltd. Annual General Meeting Management Appoint Kulkarni and Company as statutory auditors for five years and fix their

remuneration

For For The appointment of Kulkarni and Company as statutory auditors is in line with IiAS Voting Guidelines and with


28-Sep-17 Dishman Carbogen Amcis Limited Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017


28-Sep-17 Dishman Carbogen Amcis Limited Annual General Meeting Management To confirm interim dividend of Rs. 1.2 per equity share (face value Rs.2.0)

declared and paid by erstwhile Dishman Pharmaceuticals and Chemicals Ltd


28-Sep-17 Dishman Carbogen Amcis Limited Annual General Meeting Management Reappoint Arpit J. Vyas, (DIN: 01540057) as director liable to retire by rotation For For Reappointment is in line with all statutory requirements

28-Sep-17 Dishman Carbogen Amcis Limited Annual General Meeting Management Ratify V. D. Shukla & Co. and Haribhakti & Co. LLP’s appointment as joint

statutory auditors and fix their remuneration

For For Appointment is in line with all statutory requirements.

29-Sep-17 Just Dial Limited Annual General Meeting Management 1a. Adoption of standalone financial statements for the year ended 31 March

20171b. Adoption of consolidated financial statements for the year ended 31

March 2017


29-Sep-17 Just Dial Limited Annual General Meeting Management Reappoint Anita Mani (DIN:02698418) as Director liable to retire by rotation For For Anita Mani belongs to the promoter group. She has attended 80% or 4/5 board meetings in FY17. We expect

directors to take their responsibilities seriously and attend all board meetings. Her reappointment is in line with


29-Sep-17 Just Dial Limited Annual General Meeting Management Ratify S.R. Batliboi & Associates LLP as statutory auditors for FY18 For For S.R. Batliboi & Associates LLP have been the company’s auditors for seven years (since 2010). The ratification is

in line with our Voting Policy on Auditor Rotation and follows the spirit of Section 139 of the Companies Act 2013

29-Sep-17 Just Dial Limited Annual General Meeting Shareholder Appoint Pulak Chandan Prasad (DIN: 00003557) as Non-Executive and Non-

Independent Director liable to retire by rotation

For For Pulak Chandan Prasad is B is the founder and Managing Director of Nalanda Capital. His appointment is in line


29-Sep-17 Gujarat Narmada Valley Fertilizers &

Chemicals Ltd


ended 31 March 2017






Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)





Chemicals Ltd

Annual General Meeting Management Approve final dividend of Rs.5 per equity share of Rs.10 each For For The total outflow on account of dividend is Rs.940 mn. The dividend payout ratio is 18% v/s 6% in the previous

year.


Chemicals Ltd

Annual General Meeting Management Reappoint Ms. Mamta Verma as Non-Executive Non-Independent Director For For Mamta Verma (DIN: 01854315) is Industries Commissioner, Government of Gujarat. She has attended three out

of five board meetings held during the year and 43% of the board meetings held in FY16 after her appointment in

October 2015. We expect directors to take their responsibilities seriously and attend at least 75% of the board

meetings over three-year period.


Chemicals Ltd

Annual General Meeting Management Ratify SRBC & Co. LLP as statutory auditors and fix their remuneration for FY18 For For SRBC & Co. LLP was appointed as the statutory auditors for five years at the 2016 AGM. The ratification is in line



Chemicals Ltd

Annual General Meeting Management Appoint Anil Mukim as Non-Executive Non-Independent Director, liable to retire

by rotation

For For Anil Mukim (DIN: 02842064) is the Additional Chief Secretary, Finance Department, Government of Gujarat. His



Chemicals Ltd

Annual General Meeting Shareholder Reappoint CS Mani as Independent Director for three years beginning 30

September 2017

For For CS Mani (DIN: 00031968) is a retired Senior Technical Executive. His reappointment is in line with all statutory

requirements.


Chemicals Ltd

Annual General Meeting Shareholder Reappoint Prof. Arvind Sahay as Independent Director for three years beginning

30 September 2017

For For Prof. Arvind Sahay (DIN: 03218334) is professor of Marketing and International Business at Indian Institute of

Management (IIM), Ahmedabad. He attended three out of five board meetings held during the year and 50% of

the board meetings held in the past three years. We expect directors to take their responsibilities seriously and

attend all board meetings.


Chemicals Ltd

Annual General Meeting Management Approve remuneration of Rs.380,000 payable to Dalwadi & Associates as cost

auditor for FY18


operations.

29-Sep-17 Glenmark Pharmaceuticals Annual General Meeting Management Adoption of standalone financial statements for the year ended 31 March 2017 For For Routine Resolution

29-Sep-17 Glenmark Pharmaceuticals Annual General Meeting Management Adoption of consolidated financial statements for the year ended 31 March

2017


29-Sep-17 Glenmark Pharmaceuticals Annual General Meeting Management Declare final dividend of Rs.2.0 per equity share (face value of Re.1.0) For For Routine Resolution

29-Sep-17 Glenmark Pharmaceuticals Annual General Meeting Management Reappoint Glenn Saldanha (DIN 00050607) as a Director retiring by rotation For For Reappointment is in line with all statutory requirements

29-Sep-17 Glenmark Pharmaceuticals Annual General Meeting Management Ratify Walker, Chandiok & Co. LLP as statutory auditors for a period of one year


For For Reappointment is in line with the requirements of Section 139 of the Companies Act 2013

29-Sep-17 Glenmark Pharmaceuticals Annual General Meeting Management Reappoint Glenn Saldanha (DIN 00050607) as Chairperson and Managing

Director for a period of five years beginning 16 May 2017 and fix his

remuneration



29-Sep-17 Glenmark Pharmaceuticals Annual General Meeting Management Reappoint (Ms.) Cherylann Pinto (DIN 00111844) as Whole-time Director for a

period of five years beginning 16 May 2017 and fix her remuneration

For For Reappointment is in line with all statutory requirements. The remuneration is in line with peers and


29-Sep-17 Glenmark Pharmaceuticals Annual General Meeting Shareholder Appoint Murali Neelakantan (DIN 02453014) as a Director liable to retire by

rotation

For For Appointment is in line with all statutory requirements

29-Sep-17 Glenmark Pharmaceuticals Annual General Meeting Management Appoint Murali Neelakantan as a Whole-time Director for a period of five years

beginning 11 May 2017 and fix his remuneration

For For Appointment is in line with all statutory requirements. His remuneration is in line with peers and commensurate

with the size and performance of the company.

29-Sep-17 Glenmark Pharmaceuticals Annual General Meeting Management Ratify the remuneration of Rs.1.4 mn payable to Sevekari, Khare & Associates,


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

of operations

29-Sep-17 Glenmark Pharmaceuticals Annual General Meeting Management Amend Glenmark Pharmaceuticals Limited-Employee Stock Options Scheme

2016 (ESOS 2016)

For Against In 2016, the company implemented ESOS 2016: upto 14. 1 mn stock options, or 5% of the paid-up equity capital

on 31 March 2016. Glenmark Pharma has granted 0. 6 mn stock options till date at an exercise price of Rs. 800

per option. The company proposes to amend the size of the scheme to 1% of paid-up share capital as on 31

March 2017 – 2. 8 mn and re-price the exercise price of the outstanding options from Rs. 800 per option to Rs.

600 per option. ESOPs are ‘pay at risk’ options that employees accept at the time of grant. The inherent

assumption of an ESOP scheme is that there could be possible downside risks – and that employees may not

indeed gain from a stock price movement. By repricing, Glenmark Pharma is attempting to protect employees’

downside risk and ensure that they gain on the upside. Alternatively, the company could let the options lapse

and simply compensate the same employees with fresh options left under the 2016 scheme

29-Sep-17 Eris Lifesciences Limited Annual General Meeting Management Adoption of standalone financial statements for the year ended 31 March 2017 For For Routine Resolution.

29-Sep-17 Eris Lifesciences Limited Annual General Meeting Management Reappoint Himanshu Jayantbhai Shah (DIN: 01301025) as Director retiring by

rotation


29-Sep-17 Eris Lifesciences Limited Annual General Meeting Management Ratify Deloitte Haskins & Sells LLP as statutory auditors for FY18 and fix their

remuneration

For For Ratification is in line with the requirements of Section 139 of the Companies Act 2013.

29-Sep-17 Eris Lifesciences Limited Annual General Meeting Management Approve remuneration terms of Amit Indubhushan Bakshi (DIN: 01250925) as

Chairperson and Managing Director beginning 1 April 2017

For For Remuneration is in line with peers and commensurate with the size and performance of the company.

29-Sep-17 Eris Lifesciences Limited Annual General Meeting Management Approve remuneration terms of Himanshu Jayantbhai Shah (DIN:01301025) as

Whole-time Director beginning 1 April 2017


29-Sep-17 Eris Lifesciences Limited Annual General Meeting Management Approve remuneration terms of Inderjeet Singh Negi (DIN:01255388) as Whole-

time Director beginning 1 April 2017


29-Sep-17 Eris Lifesciences Limited Annual General Meeting Management Ratify remuneration of Rs. 75,000 payable to Kiran J. Mehta & Co. as cost

auditors for FY18


of operations.

29-Sep-17 Eris Lifesciences Limited Annual General Meeting Management Appoint Saurabh Jayantbhai Shah to a place of profit and fix his remuneration at

an annual remuneration of Rs.3.2 mn

For For Appointment is in line with statutory requirements and his remuneration is reasonable compared to scope of his

work profile and other peers in the industry.





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




29-Sep-17 Eris Lifesciences Limited Annual General Meeting Management Ratify Eris Lifesciences Employee Stock Option Plan 2017 (ESOP 2017) For For The ESOP 2017 was approved prior to the company’s Initial Public Offering (IPO) and, as per regulatory

requirements, needs to be ratified. The company has granted 0. 4 mn options at an exercise price of Rs. 451- a

discount to the issue price of Rs. 152. Based on the issue price of Rs. 603 per share and exercise price as above,

the cost of ESOP 2017 is Rs. 59. 5 mn. Assuming a grant period of five years, the company will expense Rs. 11. 9

mn per annum (0. 5% of PAT), which is within an acceptable level.

29-Sep-17 Eris Lifesciences Limited Annual General Meeting Management To charge fees from shareholders in advance for the dispatch of documents in




become a deterrent to non-institutional minority shareholders to seek information.

29-Sep-17 Monte Carlo Fashions Ltd Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For This is a standard resolution.

29-Sep-17 Monte Carlo Fashions Ltd Annual General Meeting Management Declare final dividend of Rs 10.0 per equity share (face value Rs. 10.0) for FY17 For For The dividend of Rs. 10.0 for FY17 is same as paid for the previous two years. The total dividend outflow (including

dividend tax for FY17) is Rs. 423.2 mn and the dividend payout ratio is 61.8%. As a good governance practice, we

encourage the companies to formulate a dividend policy that specifies a target payout ratio

29-Sep-17 Monte Carlo Fashions Ltd Annual General Meeting Management Reappoint Dinesh Gogna (DIN: 00498670) as a Non-Executive Non-Independent

Director

For For Dinesh Gogna, 64, is currently an Executive Director in Oswal Woolen Mills Ltd. He has been on the board for the

past nine years. His reappointment meets all statutory requirements

29-Sep-17 Monte Carlo Fashions Ltd Annual General Meeting Management Reappoint Paurush Roy (DIN: 03038347) as a Non-Executive Non-Independent

Director

For For Paurush Roy, 43, is represents Kanchi Investments Ltd. on the board. His reappointment meets all statutory

requirements.

29-Sep-17 Monte Carlo Fashions Ltd Annual General Meeting Management Ratify appointment of Walker Chandiok & Co. LLP as statutory auditors for FY18


For For Walker Chandiok & Co. LLP have been auditors for the past three years. The ratification of their appointment is in

line with our Voting Guidelines on Auditor (Re) appointments and with the requirements of Section 139 of the

Companies Act 2013.

29-Sep-17 Monte Carlo Fashions Ltd Annual General Meeting Management To approve related party transactions for purchase and sale of goods,

rendering/availing of services and reimbursement of expenses in FY18

For Abstain In FY17, the transactions aggregated to Rs. 786.0 mn, which was ~13% of the consolidated revenues. The

company seeks shareholder approval to enter into similar transactions in FY17 which may or may not cross the

10% materiality threshold. While the transactions are at arm’s length and in ordinary course of business we

expect the company to cap the absolute amount of proposed related party transactions.

29-Sep-17 Monte Carlo Fashions Ltd Annual General Meeting Management Reappoint Sandeep Jain (DIN: 00565760) as an Executive Director for five years,

w.e.f. 1 August 2017

For For He was paid a remuneration of Rs. 15.7 mn for FY17, which was 126x the median remuneration of employees.

His proposed remuneration is likely to be in the range of Rs.18.7 mn to 24.6 mn, which is commensurate with the

size and complexity of the business, and comparable to peers.

29-Sep-17 Dlf Limited Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For Abstain Board Best Suited

29-Sep-17 Dlf Limited Annual General Meeting Management Confirmation of Dividend For For Good policy to declare dividend

29-Sep-17 Dlf Limited Annual General Meeting Management Reappoint G.S. Talwar as a Director For For G.S. Talwar (DIN: 00559460) is the founding Chairperson and Managing Partner of Sabre Capital. He has

attended 50% of the board meetings held in FY17; this is a red flag and has been highlighted. Since he has

attended 50% we voting for this time.

29-Sep-17 Dlf Limited Annual General Meeting Management Appoint S.R. Batliboi & Co. LLP. as statutory auditors for a period of five years


For For S.R. Batliboi & Co. LLP. are replacing Walker Chandiok & Co. LLP. as the statutory auditors. Their appointment is

in line with the statutory requirements

29-Sep-17 Dlf Limited Annual General Meeting Management Ratify remuneration of Rs. 0.3 mn for R.J. Goel & Co. as cost auditors for FY17 For For In line with industry practise

29-Sep-17 Dlf Limited Annual General Meeting Management Approve issuance of non-convertible debentures (NCDs) of up to Rs.25 bn For For The issuance will be within the approved borrowing limit of Rs.300 bn

29-Sep-17 Dlf Limited Annual General Meeting Management Approve related party transactions up to Rs. 100.0 bn with DLF Cyber City

Developers Ltd (DCCDL), DLF Assets Private Ltd (DAPL), DLF Utilities Ltd and DLF

Power & Services Limited (DPSL)

For For The company holds 100% equity capital in DCCDL, DAPL and DPSL and 99.98% equity capital in DLF Utilities. The

transactions are in the ordinary course of business and will be conducted at arms-length. In the 2015 AGM, the

shareholders had approved a RPT limit of Rs.125 bn, 90% of which was used for creating charges and

providing/availing corporate guarantees on behalf of/by the related parties. The proposed threshold of Rs.100

bn will allow the company to continue with these contracts/arrangements. DLF has clarified that they are

currently undergoing a process to unwind its cross structures and simplify its group operations – this is expected

to diminish the need for such RPTs going forward

29-Sep-17 Dlf Limited Annual General Meeting Management Approve Share Purchase and Shareholders Agreement between the promoter

group and GIC Singapore in relation to stake sale in DLF Cyber City Developers

Limited (“DCCDL”)

For For DCCDL is DLF’s rental asset platform. DLF and the promoters currently own 60% and 40% stake respectively in

DCCDL on a fully-diluted basis. The promoters intend to sell 33% stake to GIC for a consideration of Rs.89 bn and

the balance will be tendered through share buybacks for an additional Rs.30 bn. The promoters will infuse the

net consideration from the sale into DLF. This will help pare DLF’s current debt of Rs.260 bn and significantly

improve its leverage profile. Further, the deal will lead to greater management focus and value unlocking for the

rental business

29-Sep-17 Indiabulls Real Estate Ltd Annual General Meeting Management Adoption of the audited Financial Statements of the Company for the financial

year ended March 31, 2017, and the Reports of the Board of Directors and

Auditors thereon.

For Abstain Since holding is low and the company is not in investment universe I propose to abstain from voting for all the

votes

29-Sep-17 Indiabulls Real Estate Ltd Annual General Meeting Management Re-appointment of Mr. Gurbans Singh (DIN: 06667127), an Executive Director

designated as Joint Managing Director, who retires by rotation and being

eligible, offers himself for re-appointment.


votes

29-Sep-17 Indiabulls Real Estate Ltd Annual General Meeting Management Re-appointment of Mr. Vishal Gaurishankar Damani (DIN: 00358082), an

Executive Director designated as Joint Managing Director, who retires by

rotation and being eligible, offers himself for re-appointment.


votes

29-Sep-17 Indiabulls Real Estate Ltd Annual General Meeting Management Ratification of the appointment of M/s Walker Chandiok & Co. LLP, Chartered

Accountants (Regn. No. 001076N/N500013) a member of Grant Thornton

International, as the Auditors of the Company and fixing their remuneration.


votes





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




29-Sep-17 Indiabulls Real Estate Ltd Annual General Meeting Management Approval to issue of Non-Convertible Debentures and/or Bonds on a private

placement basis, within the existing borrowing limits of INR 7,500 Crore


votes

29-Sep-17 Indiabulls Real Estate Ltd Annual General Meeting Management Approval to amendment in the Articles of Association of the Company. For Abstain Since holding is low and the company is not in investment universe I propose to abstain from voting for all the

votes

29-Sep-17 Radico Khaitan Ltd Annual General Meeting Management Adoption of accounts For Abstain Board Best suited

29-Sep-17 Radico Khaitan Ltd Annual General Meeting Management Declare dividend For For Good policy to pay divided to shareholders

29-Sep-17 Radico Khaitan Ltd Annual General Meeting Management Reappoint Abhishek Khaitan (DIN: 00772865) as an Executive Director For For Abhishek Khaitan is the Promoter Managing Director. He retires by rotation and his reappointment is in line with


29-Sep-17 Radico Khaitan Ltd Annual General Meeting Management Ratify BGJC & Associates LLP as statutory auditors for FY18 and fix their

remuneration

For For BGJC & Associates LLP were appointed as statutory auditors at the FY16 AGM. BGJC & Associates LLP’s

ratification as statutory auditors is in line with our Voting Guidelines on Auditor (Re)Appointments and with the

requirements of Section 139 of the Companies Act 2013

29-Sep-17 Radico Khaitan Ltd Annual General Meeting Management Reappoint Dr. Lalit Khaitan (DIN: 00012144) as Chairperson & MD for a period

of five years from 20 February 2018 and fix his remuneration

For For Dr. Lalit Khaitan is the promoter Chairperson and MD. There is no absolute cap or range provided for the

commission. As a good practice companies must provide an absolute cap on the variable pay. The expected FY18

remuneration of Rs. 68.8 mn is commensurate with the size and complexities of his responsibilities

29-Sep-17 Radico Khaitan Ltd Annual General Meeting Management Reappoint Abhishek Khaitan (DIN: 00772865) as MD for a period of five years

from 20 February 2018 and fix his remuneration

For For Abhishek Khaitan is the promoter MD. There is no absolute cap or range provided for the commission. As a good

practice companies must provide an absolute cap on the variable pay. The expected FY18 remuneration of Rs.

68.8 mn is commensurate with the size and complexities of his responsibilities

29-Sep-17 Radico Khaitan Ltd Annual General Meeting Management Reappoint K.P. Singh (DIN: 00178560) as Whole-Time Director for a period of

five years from 20 February 2018 and fix his remuneration

For For K.P. Singh is a professional director and heads the distillery unit at Rampur. There is no absolute cap or range

provided for the commission. As a good practice companies must provide an absolute cap on the variable pay.

The expected FY18 remuneration of Rs. 26.3 mn is commensurate with the size and complexities of his

responsibilities

29-Sep-17 Radico Khaitan Ltd Annual General Meeting Management Ratify remuneration of Rs. 100,000 (plus service tax and out of pocket

expenses) for S.N. Balasubramanian, as cost auditors payable for FY18


scale of the company’s operations

29-Sep-17 Pnc Infratech Ltd Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine business

29-Sep-17 Pnc Infratech Ltd Annual General Meeting Management Approve final dividend of Rs.0.5 per share of face value Rs.2.0 each For For Routine business

29-Sep-17 Pnc Infratech Ltd Annual General Meeting Management Reappoint Naveen Kumar Jain as a Director For For Good Candidature

29-Sep-17 Pnc Infratech Ltd Annual General Meeting Management Reappoint Anil Kumar Rao as a Director For For Good Candidature

29-Sep-17 Pnc Infratech Ltd Annual General Meeting Management Reappoint S.S. Kothari Mehta & Co as statutory auditors for four years and fix

their remuneration


29-Sep-17 Pnc Infratech Ltd Annual General Meeting Management Approve remuneration of Rs. 0.04 mn for R K G & Associates as cost auditors for

FY18


29-Sep-17 Pnc Infratech Ltd Annual General Meeting Management Reappoint Naveen Kumar Jain as Whole Time Director for a period of five years

w.e.f 1 October 2017 and fix his remuneration


29-Sep-17 Pnc Infratech Ltd Annual General Meeting Management Approve increase in remuneration of Anil Kumar Rao, Whole Time Director,

w.e.f 1 January 2017 till the remainder of his term (30 September 2021)


29-Sep-17 Pnc Infratech Ltd Annual General Meeting Management Ratify special incentive of Rs.12.4 mn for Anil Kumar Rao, Whole Time Director

for FY17


29-Sep-17 Pnc Infratech Ltd Annual General Meeting Management Approve increase in borrowing limit to Rs.50 bn from Rs.40 bn For For In line with Business practice

29-Sep-17 Pnc Infratech Ltd Annual General Meeting Management Create charges/mortgages on the company's assets For For In line with Business practice

29-Sep-17 Atul Auto Limited Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine Resolution

29-Sep-17 Atul Auto Limited Annual General Meeting Management Declare final dividend of Rs.1.5 per share (face value Rs.5) For For Good practice to distribute part of profits to shareholders; income for the fund.

29-Sep-17 Atul Auto Limited Annual General Meeting Management Reappoint Vijay Kedia as Non-Executive Non-Independent Director For For His reappointment is in line with all the statutory requirements

29-Sep-17 Atul Auto Limited Annual General Meeting Management Appoint Kamlesh Rathod & Associates as statutory auditors for five years and


For For The company proposes to appoint Kamlesh Rathod & Associates as statutory auditors for five years – they will

replace Maharishi & Co. as statutory auditors. Their appointment as statutory auditors is in line with Voting

Guidelines on Auditor (Re)appointments and with the requirements of Section 139 of the Companies Act 2013

29-Sep-17 Gmr Infrastructure Ltd. Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For For Routine Business

29-Sep-17 Gmr Infrastructure Ltd. Annual General Meeting Management Reappoint G.M. Rao (DIN: 00574243) as an Executive Director For For Good Candidature

29-Sep-17 Gmr Infrastructure Ltd. Annual General Meeting Management Reappoint SR Batliboi & Associates LLP as statutory auditors for two years and



29-Sep-17 Gmr Infrastructure Ltd. Annual General Meeting Management Approve remuneration of Rs. 125,000 for Rao, Murthy & Associates as cost

auditors for FY18


29-Sep-17 Gmr Infrastructure Ltd. Annual General Meeting Management To raise capital - either debt or equity - for an amount upto Rs.25 bn in one or

more tranches


29-Sep-17 Gmr Infrastructure Ltd. Annual General Meeting Management Reappoint G.M. Rao (DIN: 00574243) as the Executive Chairperson for three

years, w.e.f. 18 October 2017 and fix his remuneration


29-Sep-17 Gmr Infrastructure Ltd. Annual General Meeting Management Reappoint Grandhi Kiran Kumar (DIN: 00061669) as the Managing Director for

three years, w.e.f. 28 July 2017 and fix his remuneration


29-Sep-17 Gujarat Mineral Development

Corporation Ltd

Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2017 For Abstain Routine proposal.


Corporation Ltd

Annual General Meeting Management Approve final dividend of Rs.3 per equity share of face value of Rs.2 each For For Dividend for shareholders


Corporation Ltd

Annual General Meeting Management Fix remuneration of joint statutory auditors to be appointed by the Comptroller




Corporation Ltd

Annual General Meeting Management Authorize the board to make contributions to charitable and other trusts upto

Rs.80 mn over and above the 5% of average net profit of the company in FY18






Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)





Corporation Ltd

Annual General Meeting Management Approve remuneration of Rs.150,000 payable to ND Birla, cost auditors for FY18 For For In line with statutory requirements.

29-Sep-17 Housing Development & Infrastructure

Ltd.

Annual General Meeting Management Adoption of Audited Financial Statements For Abstain Since holding is low and the company is not in investment universe I propose to abstain from voting for all the

votes


Ltd.

Annual General Meeting Management Appointment of Statutory Auditors For Abstain Since holding is low and the company is not in investment universe I propose to abstain from voting for all the

votes


Ltd.

Annual General Meeting Management Ratify the remuneration to Cost Auditors: For Abstain Since holding is low and the company is not in investment universe I propose to abstain from voting for all the

votes


Ltd.

Annual General Meeting Management To consider preferential allotment of Convertible Warrants For Abstain Since holding is low and the company is not in investment universe I propose to abstain from voting for all the

votes


Ltd.

Annual General Meeting Management FUND RAISING PROGRAMME OF THE COMPANY For Abstain Since holding is low and the company is not in investment universe I propose to abstain from voting for all the

votes


Ltd.

Annual General Meeting Management To consider payment of Commission to Non-Executive Directors For Abstain Since holding is low and the company is not in investment universe I propose to abstain from voting for all the

votes


Ltd.

Annual General Meeting Management To Re-appoint Mr. Rakesh Kumar Wadhawan (holding DIN : 00028573) as a

Whole-time Director, Designated as Executive Chairman


votes

30-Sep-17 Ashoka Buildcon Limited Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year

ended 31 March 2017


30-Sep-17 Ashoka Buildcon Limited Annual General Meeting Management Declare final dividend of Rs.0.80 per share and approve interim dividend of Rs.

0.80 per share (Face Value: Rs.5)


30-Sep-17 Ashoka Buildcon Limited Annual General Meeting Management Reappoint Milapraj Bhansali (DIN: 00181897) as an Executive Director For For Good Candidature

30-Sep-17 Ashoka Buildcon Limited Annual General Meeting Management Appoint SRBC & Co. LLP as statutory auditors for a period of five years and to fix

their remuneration


30-Sep-17 Ashoka Buildcon Limited Annual General Meeting Management Ratify remuneration of Rs. 515,000 (plus service tax and out of pocket

expenses) for CY & Associates, as cost auditors for FY18


30-Sep-17 Ashoka Buildcon Limited Annual General Meeting Management Revise remuneration of Ashok Katariya (DIN:00112240) as Chairperson for one

year from 1 April 2017


30-Sep-17 Ashoka Buildcon Limited Annual General Meeting Management Revise remuneration of Satish Parakh (DIN:00112324) as MD for one year from

1 April 2017


30-Sep-17 Ashoka Buildcon Limited Annual General Meeting Management Revise remuneration of Sanjay Londhe (DIN:00112604) as Executive Director for

one year from 1 April 2017


30-Sep-17 Ashoka Buildcon Limited Annual General Meeting Management Reappoint Milapraj Bhansali (DIN: 00181897) as an Executive Director for a

period of five years from 1 April 2017 and fix his remuneration


30-Sep-17 Ashoka Buildcon Limited Annual General Meeting Management Reclassify Sanjay Londhe and his relatives holding 0.25% of the paid-up capital

from 'Promoter' to 'Public'


30-Sep-17 Ashoka Buildcon Limited Annual General Meeting Management Approve continuation of employment of Sanjay Londhe as a Whole-Time

Director after reclassification of his shareholding to Public Category


30-Sep-17 Ashoka Buildcon Limited Annual General Meeting Management Reclassify Narendra Shakadwipi and his relatives holding 0.89% of the paid-up

capital from 'Promoter' to 'Public


30-Sep-17 Ashoka Buildcon Limited Annual General Meeting Management Issue securities up to Rs. 5.0 bn For For Routine Business

30-Sep-17 Ashoka Buildcon Limited Annual General Meeting Management Alteration of clauses related to the common seal in the Articles of Association

(AoA)


30-Sep-17 Ashoka Buildcon Limited Annual General Meeting Management To charge fees from shareholders in advance for the dispatch of documents in



30-Sep-17 Ashoka Buildcon Limited Annual General Meeting Management Enter into EPC contract with Ashoka Ranastalam Anandapuram Road

Ltd.(ARARL), a step-down subsidiary, for a consideration of Rs. 11.7 bn


30-Sep-17 Ashoka Buildcon Limited Annual General Meeting Management Approve conversion of outstanding debt into equity to implement Strategic

Debt Restructuring (SDR)

For For Doing for business purpose

01-Oct-17 TV18 BROADCAST LTD. Postal Ballot Management To approve increase in inter-corporate transactions (loans, guarantee, etc) limit

to Rs. 10.0 bn over and above 60% of paid up share capital or 100% of its Free

Reserves and Securities Premium account, whichever is more

For For As on 31 March 2017, the company had outstanding intercorporate transactions of Rs. 35. 5 bn, which exhausts

the existing limit. Investments accounted for 96% of the total inter-corporate transactions in FY17. The

incremental limit of Rs. 10. 0 bn will provide the company operational flexibility to make further investments and

provide financial support/assistance to its group companies. Notwithstanding, the company could have provided

some more clarity regarding the use of the increased limit.

04-Oct-17 IDBI BANK LTD. Postal Ballot Management To issue up to 284.86 mn equity shares at an issue price of Rs. 65.33 per share,


basis

For For Positive for capital ratio.

04-Oct-17 INOX WIND LTD. Postal Ballot Management To approve shifting of the registered office from Himachal Pradesh to Gujarat

and consequently amend the clause II of the Memorandum of Association

(MOA)

For For The registered office of the company is currently situated in Himachal Pradesh where it had established its first

manufacturing facility. Subsequently, IWL established two other manufacturing plants, one at Rohika village in

Gujarat and other at Barwani village in Madhya Pradesh which is close to the company’s manufacturing plant in

Gujarat. Further, company’s various subsidiaries have established their registered offices and projects in Gujarat.

In order to exercise better administrative, operational and economic control which will reduce overheads and

streamline operations, IWL proposes to shift the registered office from Una in Himachal Pradesh to Vadodara in

Gujarat. The shifting of the registered office is not prejudicial to the interest of minority shareholders.





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




07-Oct-17 INFOSYS LTD. Postal Ballot Management Approve buyback of up to 113 mn equity shares at Rs. 1150.0 per share through

a tender offer, for an aggregate consideration of up to Rs.130.0 bn

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.

07-Oct-17 INFOSYS LTD. Postal Ballot Management Appoint D Sundaram as an Independent Director for a period of five years w.e.f

14 July 2017

For For D Sundaram (DIN: 00016304) is the Vice Chairperson and MD of TVS Capital Funds Ltd. His appointment is in line


07-Oct-17 INFOSYS LTD. Postal Ballot Management Appoint Nandan Nilekani as a Director and Chairperson of the board For For Nandan Nilekani (DIN: 00041245) 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.

07-Oct-17 INFOSYS LTD. Postal Ballot Management Appoint U. B. Pravin Rao as Managing Director and interim CEO for a period not

exceeding five years w.e.f 18 August 2017

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 remuneration will continue to be governed by the terms approved by

shareholders in March 2017. 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.

12-Oct-17 BANK OF INDIA EGM Management To elect two shareholder directors from amongst the public shareholders of the

bank

For Abstain Lack of data.

12-Oct-17 IDEA CELLULAR LTD. CCM Management Approve merger of Vodafone’s India business with Idea Cellular Limited For For The merger creates the largest telecom company in India helping both companies weather the intensely

competitive telecom landscape created by the entry of Reliance Jio. Further, while Vodafone is a relatively larger

entity than Idea, the transaction is positioned as a ‘merger of equals’ where Idea’s promoters have the option to

equalize their shareholding with Vodafone at a predetermined price. The deal contours clearly favour Idea as

evinced by Idea’s right to appoint the Chairperson and voting rights for both Idea and Vodafone being equal even

before equalization of shares. The valuation is in line with peers.

16-Oct-17 BSE LIMITED Postal Ballot Management Reappoint Ashishkumar Chauhan (DIN 00898469) as Managing Director and

CEO for five years from 2 November 2017 and fix his remuneration


18-Oct-17 SHOPPERS STOP LTD. EGM Management To approve preferential allotment of 4.4 mn equity shares at a price of Rs.

407.78 to Amazon.com NV Investment Holdings LLC

For For Shoppers Stop Limited (SSL) will raise Rs. 1. 8bn through this transaction, which will result in a 5% dilution on the

paid-up share capital as on 17 September 2017. The equity infusion from Amazon is strategic in nature and will

help SSL build its online footprint. The transaction is in the long-term interest of the company and its

stakeholders.

23-Oct-17 SUNDARAM FINANCE LTD. CCM Management To approve scheme of arrangement and amalgamation between Sundaram

Finance Ltd. (SFL) and Sundaram Insurance Broking Services Ltd. (SIBSL) and

Infreight Logistics Solutions Ltd. (Infreight) and Sundaram BPO India Ltd.

(Sundaram BPO) and Sundaram Finance Holdings Ltd. (SFHL)

For For No concerns identified.

26-Oct-17 P C JEWELLER LTD. Postal Ballot Management To approve change in the vesting plan of PC Jeweller Ltd. Employee Stock

Option Plan 2011 (ESOP 2011) to range between a one to five-year period, from

the earlier period of four years

For Abstain Marginal holding.

28-Oct-17 NIIT TECHNOLOGIES LTD. CCM Management Merger of PIPL Business Advisors and Investment Private Limited (PIPL) and

GSPL Advisory Services and Investment Private Limited (GSPL) with NIIT

Technologies Limited (NIIT Tech)

For For PIPL and GSPL belong to NIIT Technologies’ promoter group. Post the merger, the shareholding of PIPL and GSPL

in NIIT Tech will be cancelled and equal number of shares (2. 2 mn) will be issued to the shareholders of PIPL and

GSPL i. E. To Pawar Family Trust and Thadani Family Trust. PIPL and GSPL will be dissolved, without winding up.

The merger will simplify the promoter’s shareholding structure and there would be no change in promoters’

aggregate shareholding. Hence, there would be no dilution for minority shareholders. Further, there is no

material financial implication on NIIT Technologies on account of the merger.

30-Oct-17 IFCI LTD. AGM Management Adoption of financial statements for the financial year ended 31 March17 For For No concerns identified.

30-Oct-17 IFCI LTD. AGM Management Confirm interim dividend of Rs. 0.01 per preference share of face value Rs.10.0

each, as final dividend

For For Given the losses made in FY17, IFCI has not recommended any final dividend on equity shares in FY17. The

company has paid an interim dividend of Rs 0. 01 on preference shares amounting to Rs 2. 6 mn In FY17 (Rs 3. 1

mn in FY16).

30-Oct-17 IFCI LTD. AGM Management Reappoint Ms. Kiran Sahdev (DIN: 06718968) as Director liable to retire by

rotation

For For Ms. Kiran Sahdev is Executive Director, LIC. She has attended 10 of 12 or 83% of the board meetings in FY17 and

30/38 or 79% of the board meetings in the last three years. We expect directors to take their responsibilities

seriously and attend all meetings. She retires by rotation and her reappointment is in line with all statutory

requirements.

30-Oct-17 IFCI LTD. AGM Management Authorize the Board of Directors to fix the remuneration of the auditors for

FY18

For For The statutory auditors are appointed and rotated by the Comptroller and Auditor General of India (CAG) as per

Section 139(5) of the Companies Act, 2013. ASA & Associates LLP and KPMR & Associates jointly audited the

financial statements of the company in FY17. The company proposes to authorize the board of directors to fix

the remuneration of the auditors (KPMR & Associates have been appointed by the CAG as auditors for FY18). The

payment to auditors on a standalone basis was Rs. 4. 5 mn in FY16 and Rs. 5. 7 mn in FY17 which was

commensurate to the size of the company. We expect that the auditor remuneration will remain in the same

range.

30-Oct-17 IFCI LTD. AGM Management Issue securities (including bonds and non-convertible debentures) up to Rs. 50.0

bn on private placement basis

For For The issuance will be up to the overall borrowing limit of the company. However, the incremental debt could

further deteriorate IFCI’s credit protection measures.





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




30-Oct-17 IFCI LTD. AGM Management Approval for amendment to Articles of Association For For SEBI circular CIR/IMD/DF-1/67/2017 dated 30 June 2017 allows corporates a maximum of 17 ISINs maturing in

any financial year. If fresh issuances maturing in a financial year need to be made in excess of the 17 ISINs

permitted in that year then prior issue(s) under one or more of the existing ISINs need to be consolidated and

reissued. However, to carry out such consolidation and re-issuance of debt securities, clause (a) of Regulation

20A of the SEBI (Issue and Listing of Debt Securities) Regulations, 2008 requires an enabling provision in the AoA.

The SEBI circular also stipulates that the enabling provision should be obtained within six months from 30 June

2017. Accordingly, IFCI seeks shareholder approval to alter in the AoA by insertion of a new article 79A after

Article 79 of the current Articles of Association.

01-Nov-17 EDELWEISS FINANCIAL SERVICES LTD. Postal Ballot Management Issue of securities upto an amount of Rs 20.0 bn For For At current market price of Rs 272. 3, the company will issue of 73. 5 mn equity shares to raise Rs 20. 0 bn. There

will be a 7. 9% dilution on the expanded capital base, which is relatively low. The proceeds will be used to further

growth and for general corporate purposes.

01-Nov-17 EDELWEISS FINANCIAL SERVICES LTD. Postal Ballot Management Increase the Foreign Portfolio Investors (FPIs) and Foreign Institutional

Investors (FIIs) equity holding limits to 49% from 40%

For For The FII & FPI holding limit as on 22 September 2017 is 26. 2%. Increasing the FII / FPI limit will enable the issue as

proposed in Resolution #1 above to or any investments in the company’s equity by FII / FPIs in the future.

01-Nov-17 S H KELKAR Postal Ballot Management Approve S H Kelkar Stock Appreciation Rights Scheme 2017 (SHK SARS 2017) 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.

01-Nov-17 S H KELKAR Postal Ballot Management Approve the grant of SARs to the employees of subsidiaries of the company

under SHK SARS 2017

For For The company requires shareholder approval in a separate resolution to extend the SHK SARS 2017 benefits to

the employees of subsidiaries.

01-Nov-17 S H KELKAR Postal Ballot Management Authorize S H Kelkar Employee Benefit Trust (Trust) for secondary acquisition of

the company’s shares for implementation of SHK SARS 2017

For For The company proposes to acquire equity shares from the secondary market through the Trust for the

implementation of SHK SARS 2017. 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. 915. 9 mn. At CMP, the

Trust will pay Rs. 827. 4 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.

01-Nov-17 S H KELKAR Postal Ballot Management To grant loan aggregating Rs.750 mn to S H Kelkar Employee Benefit Trust to

purchase equity shares for implementation of SHK SARS 2017

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.

06-Nov-17 TUBE INVESTMENTS OF INDIA LTD. AGM Management Adoption of standalone financial statements for the year ended 31 March 2017 For For Routine resolution.

06-Nov-17 TUBE INVESTMENTS OF INDIA LTD. AGM Management Adoption of consolidated financial statements for the year ended 31 March

2017

For For Routine resolution.

06-Nov-17 TUBE INVESTMENTS OF INDIA LTD. AGM Management To declare final dividend of Rs.2.0 per share of face value Re.1.0 For For The total dividend outflow including dividend tax for FY17 is Rs. 451. 2 mn. The dividend payout ratio for FY17 is

28. 4%.

06-Nov-17 TUBE INVESTMENTS OF INDIA LTD. AGM Management Reappoint L Ramkumar (DIN: 00090089) as an Executive Director For For L Ramkumar is the Managing Director. His reappointment is in line with statutory requirements.

06-Nov-17 TUBE INVESTMENTS OF INDIA LTD. AGM Management Reappoint S R Batliboi & Associates LLP as statutory auditors for a period of five


For For S R Batliboi & Associates LLP’s reappointment is in line with our Voting Policy on Auditor Appointment and with


06-Nov-17 TUBE INVESTMENTS OF INDIA LTD. AGM Management Reappoint M M Murugappan (DIN: 00170478) as Non-Executive Non-


For For M M Murugappan is the Chairperson. He is liable to retire by rotation and his reappointment is in line with


06-Nov-17 TUBE INVESTMENTS OF INDIA LTD. AGM Shareholder Appoint Vellayan Subbiah (DIN: 01138759) as an Executive Director For For Vellayan Subbiah was appointed as Additional Director and MD (Designate) by the Board from 19 August 2017.

The Board has proposed to appoint him as the MD after completion of the present term of L Ramkumar

(conclusion of FY18 AGM). His appointment is in line with the statutory requirements.

06-Nov-17 TUBE INVESTMENTS OF INDIA LTD. AGM Management Reappoint S Sandilya (DIN: 00037542) as an Independent Director for a period

of one year from 6 November 2017


06-Nov-17 TUBE INVESTMENTS OF INDIA LTD. AGM Management Reappoint Hemant Nerurkar (DIN: 00265887) as an Independent Director for a

period of one year from 6 November 2017

For For Hemant Nerurkar was formerly Managing Director of Tata Steel Ltd. His reappointment is in line with the


06-Nov-17 TUBE INVESTMENTS OF INDIA LTD. AGM Management Reappoint Ms. Madhu Dubhashi (DIN: 00036846) as an Independent Director

for a period of two years from 6 November 2017

For For Ms. Madhu Dubhashi serves as the Principal Partner at INNOVEN Business Consultancy. Her reappointment is in


06-Nov-17 TUBE INVESTMENTS OF INDIA LTD. AGM Management Reappoint Pradeep Bhide (DIN: 03304262) as an Independent Director for a

period of three years from 6 November 2017

For For Pradeep Bhide is a retired IAS officer. His reappointment is in line with the statutory requirements.

06-Nov-17 TUBE INVESTMENTS OF INDIA LTD. AGM Management Reappoint L Ramkumar as Managing Director from 1 August 2017 to FY18 AGM


For For The reappointment of L Ramkumar as Managing Director is in line with the statutory requirements. The

proposed remuneration of Rs. 45. 2 mn is commensurate with the size and complexity of the business and in line

with the peers. The company has not specified the number of options that will be granted to him. The company

has proposed to increase L Ramkumar’s pay inspite of him handling a smaller business post de-merger.

Notwithstanding, the quantum of remuneration is reasonable in absolute terms compared to the size of the

company.

06-Nov-17 TUBE INVESTMENTS OF INDIA LTD. AGM Management Appoint Vellayan Subbiah as Managing Director (Designate)/ Managing Director

for five years from 19 August 2017 and fix his remuneration

For For The appointment of Vellayan Subbiah as Managing Director (Designate)/ Managing Director is in line with the

statutory requirements. The proposed remuneration of Rs. 42. 2 mn is commensurate with the size and

complexity of the business and in line with the peers. The quantum of remuneration is reasonable in absolute

terms compared to the size of the company.

06-Nov-17 TUBE INVESTMENTS OF INDIA LTD. AGM Management Approve private placement of non-convertible debentures (NCDs) aggregating

Rs.4.0 bn

For For Tube Investments of India Limited (Tube) is seeking shareholder approval for borrowing up to Rs. 4. 0 bn in one

year through issue of secured redeemable NCDs on private placement basis in one or more tranches. Tube’s

bank facilities are rated CRISIL AA / Positive / CRISIL A1+, which denotes high degree of safety regarding timely

servicing of financial obligations.





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




06-Nov-17 TUBE INVESTMENTS OF INDIA LTD. AGM Management Ratify remuneration of Rs.0.3 mn for S Mahadevan & Co as cost auditors for the



06-Nov-17 TUBE INVESTMENTS OF INDIA LTD. AGM Management Approve remuneration of Rs.0.3 mn for S Mahadevan & Co as cost auditors for



06-Nov-17 JINDAL STEEL & POWER LTD. Postal Ballot Management Preferential issuance of warrants to Opelina Finance and Investment Limited (a

promoter group entity) to raise Rs.7.9bn

For For Required for business purposes.

06-Nov-17 JINDAL STEEL & POWER LTD. Postal Ballot Management Preferential allotment of 1.42mn equity shares to Nalwa Steel & Power Limited For For Required for business purposes.

06-Nov-17 SUNDARAM FINANCE LTD. Postal Ballot Management Alter Articles of Association to support recent changes in regulations For For The charter documents are being modified to support recent regulatory changes, which is necessary. We believe

the company could have been more shareholder-friendly and provided access to the proposed AoA on its

website.

13-Nov-17 SHOPPERS STOP LTD. Postal Ballot Management To sell/ transfer 77.2 mn equity shares of Hypercity Retail (India) Limited, a

subsidiary, to Future Retail Limited

For For Shoppers Stop Limited (SSL) proposes to sell/transfer its 51% stake in Hypercity to Future Retail Limited (FRL) as

this is no longer a focus area for the group. Of the total consideration SSL will receive Rs. 0. 79 bn in cash and Rs.

2. 55 bn by way of allotment of 4. 76 mn of FRL shares. In addition aggregate debt will reduce by Rs. 3. 9 bn. I. E.

The debt attributable to Hypercity. The balance 49% shareholding of Hypercity is held by individuals/entities

belonging to the K Raheja Corp group. These individuals/entities also propose to sell their equity shareholding to

FRL.

14-Nov-17 INTERGLOBE AVIATION LTD Postal Ballot Management Extend travel benefits to two Independent Directors - Devadas Mallya

Mangalore and Dr. Anupam Khanna - and their immediate family members

For For The company has clarified that similar travel benefits are applicable to all permanent employees on payment of

airport charges and other statutory dues – therefore they propose to extend the benefits to the Independent

directors. While the company has not specified a cap to the monetary value of travel benefits, we expect the

company to be judicious supporting these expenses.

14-Nov-17 INTERGLOBE AVIATION LTD Postal Ballot Management Increase intercorporate transactions to Rs. 100 bn from Rs. 50 bn For For The company’s board has published a statement on the exchanges stating that the increased limits will be

utilized only for investments in debt mutual funds, other debt based instruments, government securities or body

corporates engaged in airline operations or services ancillary to the airlines business. The current limit is almost

exhausted by the company’s investment of excess liquidity – arising out of operating cash flows and the Rs. 24. 8

bn it raised in a QIP in September 2017. The increase in intercorporate transaction limits is necessary for the

company to efficiently invest its cash surplus.

15-Nov-17 GILLETTE INDIA LTD. AGM Management Adoption of financial statements for the year ended 30 June 2017 For Abstain We believe that a comprehensive review of the financials of a company is a critical exercise which often requires




15-Nov-17 GILLETTE INDIA LTD. AGM Management Confirm interim dividend of Rs.154.0 per equity share of face value Rs.10.0 each

and declare final dividend of Rs.10.0 per equity share

For For The total dividend for FY17 is Rs. 164. 0 per share (Rs. 39. 5 per share in FY16). The total dividend outflow

(including dividend tax for FY17) is Rs. 6. 4 bn, while the dividend payout ratio is 254. 1%.

15-Nov-17 GILLETTE INDIA LTD. AGM Management Reappoint Pramod Agarwal as Non-Executive Non-Independent Director For For Pramod Agarwal (DIN 00066989) is Former CFO/Vice President Finance and Account - Global Hair Care and

Color. He has been on the company’s board since 2012. His reappointment is in line with all the statutory

requirements.

15-Nov-17 GILLETTE INDIA LTD. AGM Management Appoint Kalyaniwalla & Mistry LLP as statutory auditors for five years and fix

their remuneration

For For Kalyaniwalla & Mistry LLP are replacing Deloitte Haskins & Sells as the statutory auditors. Their appointment is in

line with our voting guidelines and also complies with Section 139 of the Companies Act 2013.

15-Nov-17 GILLETTE INDIA LTD. AGM Management Approve commission paid to Non-Executive Directors of upto 1% of net profits

for five years beginning 1 January 2018

For For The commission is reasonable and will be capped upto 1% of net profits.

15-Nov-17 TATA MOTORS LTD - DVR CCM Management Approve amalgamation of TML Drivelines Ltd. (TMLDL), a 100% subsidiary with

Tata Motors

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.

15-Nov-17 TATA MOTORS LTD. CCM Management Approve amalgamation of TML Drivelines Ltd. (TMLDL), a 100% subsidiary with

Tata Motors

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.

15-Nov-17 MANAPPURAM FINANCE LTD. Postal Ballot Management Approval for amendment to Articles of Association For For SEBI circular CIR/IMD/DF-1/67/2017 allows corporates a maximum of 17 ISINs maturing in any financial year. If

fresh issuances maturing in a financial year need to be made in excess of the 17 ISINs permitted in that year then

prior issue(s) under one or more of the existing ISINs need to be consolidated and reissued. However, to carry

out such consolidation and re-issuance of debt securities, SEBI’s (ICDR) Regulations requires an enabling

provision in the AoA. The company also proposes to align its Articles of Association with the provisions of the

Companies Act 2013. The draft AoA is available on the website of the Company.

15-Nov-17 MANAPPURAM FINANCE LTD. Postal Ballot Management Approve annual increment upto 15% p.a. in remuneration payable to Dr.

Sumitha Nandan, Senior Vice President, holding office or place of profit

For For Dr. Sumitha Nandan Jayasankar (38), daughter of MD & CEO V. P. Nandakumar, is currently the CEO of the

Online Gold Loan initiative of Manappuram and Executive Assistant to the MD & CEO. She was appointed as

Senior Vice President on 03 Feb 2015. She was paid a remuneration of Rs 7. 0 mn in FY17. Manappuram

proposes an annual increment of 15%. The exact increase will be based on the recommendations of the

Nomination, Compensation and Corporate Governance Committee to the Board. We expect the company to be

judicious in its payouts as in the past and expect annual increments to be in line with increase in median

employee remuneration.





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




15-Nov-17 MANAPPURAM FINANCE LTD. Postal Ballot Management Increase salary upto a maximum of Rs. 4.9 mn of Sooraj Nandan, Senior Vice

President, holding office or place of profit, with an annual increment upto 15%

p.a. every year

For For Sooraj Nandan (36) is the son of V. P. Nandakumar. He holds an Honours Degree in Business Studies and is a post-

graduate in Risk Management from University of East London and a Diploma in Business Computing from Robert

Gorden University, Aberdeen, UK. He was appointed as Senior Vice President – Strategies on 07 Feb 2014. He

was paid a remuneration of Rs 4. 1 mn in FY17. The company proposes an increment in his remuneration to a

maximum of Rs 4. 9 mn with an annual increment of 15%. The exact increase will be based on the

recommendations of the Nomination, Compensation and Corporate Governance Committee to the Board. We

expect the company to be judicious in its payouts as in the past and expect annual increments to be in line with

increase in median employee remuneration.

16-Nov-17 PROCTER & GAMBLE HYGIENE &

HEALTH CARE LTD.

AGM Management Adoption of financial statements for the year ended 30 June 2017 For Abstain We believe that a comprehensive review of the financials of a company is a critical exercise which often requires





HEALTH CARE LTD.

AGM Management Confirm interim dividend of Rs.362.0 per equity share of face value Rs.10.0 each

and declare final dividend of Rs.27.0 per equity share

For For The total dividend for FY17 is Rs. 389. 0 per share (Rs. 36. 0 per share in FY16). The total dividend outflow

(including dividend tax for FY17) is Rs. 15. 2 bn, while the dividend payout ratio is 353. 5%.


HEALTH CARE LTD.

AGM Management Reappoint Karthik Natarajan as Non-Executive Non-Independent Director For For Karthik Natarajan (DIN 06685891) is Director, Finance and Accounting – India, Middle East and Africa. He has

been on the company’s board since 2014. His reappointment is in line with all the statutory requirements.


HEALTH CARE LTD.

AGM Management Reappoint Pramod Agarwal as Non-Executive Non-Independent Director For For Pramod Agarwal (DIN 00066989) is Former CFO/ Vice President Finance and Account – Global Hair Care and

Color. He has been on the company’s board since 2012. His reappointment is in line with all the statutory

requirements.


HEALTH CARE LTD.

AGM Management Appoint Kalyaniwalla & Mistry LLP as statutory auditors for five years and fix

their remuneration

For For Kalyaniwalla & Mistry LLP are replacing Deloitte Haskins & Sells as the statutory auditors. Their appointment is in

line with our voting guidelines and also complies with Section 139 of the Companies Act 2013.


HEALTH CARE LTD.

AGM Management Ratify the remuneration of Rs. 700,000 payable to Ashwin Solanki & Associates,


For For The remuneration of Rs. 700,000 proposed to be paid to the cost auditor in FY18 is reasonable compared to the


22-Nov-17 SUNTECK REALTY LTD. EGM Management Issue 4.7 mn equity shares on preferential basis to promoter group entities at

Rs. 323.5 per equity share

For For The preferential issue of securities to promoter entities will be governed by SEBI (ICDR) Regulations and will

result in a dilution of around 3. 3%: the promoter group holding will inch up from 65. 72% to 66. 81%. The capital

infusion is expected to augment capital requirements of the company for new acquisitions, general corporate

purpose and repayment of debt. The company will raise upto Rs. 1. 5 bn through the issue.

23-Nov-17 DISH T V INDIA LTD. Postal Ballot Management Reclassify Dr. Subhash Chandra, Ashok Kumar Goel and Ashok Mathai Kurien

along-with their respective family members and relatives as public shareholders

For For Dr. Subhash Chandra, Ashok Kumar Goel, Ashok Mathai Kurien and their respective family members / relatives

and / or the entities controlled by them, currently own about 10% of the equity in Dish TV. They are currently

classified as promoters. Following a family arrangement, the company received a request to declassify them as

promoters (Outgoing Promoters). The outgoing promoters will not have any special rights through formal or

informal arrangements and will only exercise rights as ordinary shareholders. Ashok Kurien will however

continue on the board as a non-independent director.

27-Nov-17 SPICEJET LTD. AGM Management Adoption of financial statements for the year ended 31 March 2017 For Abstain Routine proposal.

27-Nov-17 SPICEJET LTD. AGM Management Reappoint Ms. Shiwani Singh as Non-Executive Non-Independent Director For For Ms. Shiwani Singh (DIN: 05229788), 46, is part of the promoter family. She retires by rotation and her

reappointment is in line with statutory requirements. She has attended only 60% of board meetings held in FY17

and 72% (8 out of 11) board meetings held over the past two years. We expect directors to take their

responsibilities seriously and attend all board meetings.

27-Nov-17 SPICEJET LTD. AGM Management Ratify S R Batliboi & Associates LLP as statutory auditors for one year and fix

their remuneration

For For The company proposes to ratify S R Batliboi & Associates LLP as statutory auditors for one year – they were

appointed in the 2016 AGM. Their ratification is in line with our Voting Guidelines on Auditor (Re)appointments

and with the requirements of Section 139 of the Companies Act 2013.

27-Nov-17 SPICEJET LTD. AGM Management Approve SpiceJet Employees Stock Option Scheme 2017 (SpiceJet ESOS - 2017)

under which 10 mn stock options will be issued at face value

For For Alignment of employees' interest with those of shareholders.

27-Nov-17 SPICEJET LTD. AGM Management Approve SpiceJet ESOS - 2017 scheme for employees of subsidiaries For For Alignment of employees' interest with those of shareholders.

27-Nov-17 DEWAN HOUSING FINANCE CORPN.

LTD.

Postal Ballot Management Appoint Harshil Mehta (DIN: 03038428) as director liable to retire by rotation For For Harshil Mehta was appointed as the Chief Executive Officer (CEO) of DHFL on 16 January 2015 and the company

now proposes to appoint him on the board as Joint Managing Director & Chief Executive Officer from 1

September 2017 for a period of five years, liable to retire by rotation.


LTD.

Postal Ballot Management Appoint Harshil Mehta as Joint Managing Director and Chief Executive Officer

and to fix his remuneration

For For Harshil Mehta was paid a remuneration of Rs 35. 7 mn (excluding the value of the ESARs) in FY17. His proposed

remuneration is capped at a maximum of Rs 71. 7 mn and payouts for commission and ESARs will be decided by

the NRC and the Board based on performance for the year. While the amount high, it includes the value of ESARs

and we expect the board to be judicious with its payouts. The remuneration paid to him in the past is reasonable

compared to the size and performance of DHFL and in line with that paid to peers.


LTD.

Postal Ballot Management Approve revision in the terms of appointment and remuneration of Chairman

and Managing Director, Kapil Wadhawan (DIN: 00028528)

For For Kapil Wadhawan was paid a remuneration of Rs 35. 2 mn in FY17. His proposed remuneration can go upto Rs 50.

0 mn as per our calculations. While details of fixed pay have been provided, the commission is left to the

discretion of the NRC / Board. As a good governance practice, we expect companies to cap the amount of

commission payable. Nevertheless, we expect the company to remain judicious in paying remuneration. The

remuneration paid to him in the past is reasonable compared to the size and performance of DHFL and in line

with that paid to peers. The revised terms include a clause whereby Kapil Wadhawan shall not be liable to retire

by rotation. We generally discourage such practice. In this case however, the balance contract is valid till 3

October 2020. This will provide shareholders the opportunity to vet the reappointment after a period of three

years.





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)





LTD.

Postal Ballot Management Approve alteration in the Articles of Association For For SEBI circular CIR/IMD/DF-1/67/2017 allows corporates a maximum of 17 ISINs maturing in any financial year. If




provision in the AoA.


LTD.

Postal Ballot Management Approval to keep the register and index of members and debenture holders

along with the copies of annual return at a place other than the registered

office of the company

For For DHFL seeks shareholder approval to keep register and index of members / debenture holders (on private

placement / public issue basis) and copies of all the annual returns together with the certificates and documents

as may be required at the main office of the company situated at DHFL House, Vile Parle (East), Mumbai –

400099 or at the office of respective registrar and share transfer agents: Link Intime India Pvt. Ltd. (for equity)

and Karvy Computershare Pvt. Ltd. (for debentures).

29-Nov-17 MAHINDRA & MAHINDRA FINANCIAL

SERVICES LTD.

EGM Management Issue of 24.0 mn equity shares through Qualified Institutions Placement 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 requirements.


SERVICES LTD.

EGM Management Related party transaction of issuance of equity on preferential basis to

promoters Mahindra & Mahindra Ltd.

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, Mahindra & Mahindra Ltd. As proposed in Resolution # 3

below. Our opinion on this resolution is linked to our view on Resolution # 3.


SERVICES LTD.

EGM Management Preferential allotment of 25.0 mn equity shares to Mahindra & Mahindra Ltd.,

MMFSL’s promoter

For For With the QIP issue in Resolution # 1 above the stake of M&M Ltd. (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 Ltd. 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.

29-Nov-17 NATCO PHARMA LTD. EGM Management Issue of securities upto an amount of Rs. 15.0 bn For For At current market price of Rs. 905. 5 per share, the expected equity dilution is ~8. 7% on the post– issue share

capital of the company. All shareholders are expected to be be diluted equally. The proceeds of the issue shall be

utilized for capital expenditure and working capital requirements, repayment of debt, exploring acquisition

opportunities and general corporate purposes.

04-Dec-17 PUNJAB NATIONAL BANK EGM Management Issue of equity shares upto Rs 30.0 bn by way of Qualified Institutional

Placement (QIP) to Qualified Institutional Buyers (QIBs), follow on public offer,

rights issue or ESOPs or any other mode / combination thereof

For For At its EGM held on 12 September 2017, Punjab National Bank received shareholder approval to raise upto Rs 30.

0 bn by issuance of equity shares. The bank now proposes to increase the amount to Rs 50. 0 bn (including the

amount of the previous approval). Assuming current market price of Rs. 184. 15 per share as the issuance price

of securities, PNB will issue ~271. 5 mn equity shares to raise Rs 50. 0 bn. The dilution from the entire allotment

will be ~11. 1% on the expanded capital base. The GoI’s stake will reduce to 58. 6% from the current 65. 9%. PNB

confirms that the GoI shall continue to hold at least 52% of the total paid up equity capital of the Bank, post the

issuance. We believe the equity infusion will help support the bank’s capital adequacy requirements and

expansion plans.

05-Dec-17 BIOCON LTD. Postal Ballot Management 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

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 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.

05-Dec-17 INDRAPRASTHA GAS LTD. Postal Ballot Management Reappoint SS Rao as Independent Director for one year beginning 16 October

2017

For For Ensure continuity.

05-Dec-17 INDRAPRASTHA GAS LTD. Postal Ballot Management Reappoint Prof. V Ranganathan as Independent Director for one year beginning

16 October 2017

For For Prof. V Ranganathan (DIN:02860551) is the former Professor of IIM Bangalore. His appointment is in line with all


05-Dec-17 INDRAPRASTHA GAS LTD. Postal Ballot Management Reappoint Santosh Kumar Bajpai as Independent Director for one year

beginning 16 October 2017

For For Santosh Kumar Bajpai (DIN:00239324) has experience in fertilizer, telecom and oil and gas sector. His


06-Dec-17 UNICHEM LABORATORIES LTD. Postal Ballot Management Approve transfer of Unichem’s domestic formulations business in India and

Nepal to Torrent Pharmaceuticals Limited (TPL) via slump sale

For For The company seeks shareholders’ approval for transfer of its domestic formulations business to Torrent

Pharmaceuticals Limited via a slump sale. As consideration for the transfer, TPL will pay Rs. 36 bn to the

company. The domestic formulations business contributed ~60% to total revenues in FY17. The proposed sale

consideration is 4. 2 times its FY17 revenues. The company aims to expand its international business and will

require infusion of capital towards research and development and New Biological Entities (NBE), New Chemical

Entities (NCE), Biosimilars and complex generics. Consequently, the sale of the domestic formulations business

will provide the necessary capital to focus on all aspects of the international business including fixed dose

formulations, API, contract manufacturing and contract research. Part of the proceeds from the sale will be

utilised to pay dividends.

08-Dec-17 AXIS BANK LTD. EGM Management Preferential allotment of 87.5 mn equity shares at Rs 525 per share and 40.0

mn convertible warrants at Rs 565 per warrant to investors affiliated with Bain

Capital

For For This will amount to a total of Rs 68. 5 bn assuming all warrants are converted. Aggregate funds raised (after

issuances under all three resolutions) will be Rs 116. 2 bn and overall dilution post issue of equity shares will be

6. 7% and post conversion of warrants will be 8. 3%. The bank proposes to raise capital to support growth.

08-Dec-17 AXIS BANK LTD. EGM Management Preferential allotment of 54.97 mn equity shares at Rs 525 per share and 5.4

mn convertible warrants at Rs 565 per warrant to investors advised by Capital

Research and Management Company

For For This will amount to a total of Rs 31. 9 bn assuming all warrants are converted. Aggregate funds raised (after

issuances under all three resolutions) will be Rs 116. 2 bn and overall dilution post issue of equity shares will be

6. 7% and post conversion of warrants will be 8. 3%. The bank proposes to raise capital to support growth.





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




08-Dec-17 AXIS BANK LTD. EGM Management Preferential allotment of 30.2 mn equity shares to promoter, Life Insurance

Corporation of India, at Rs 525 per share

For For This will amount to a total of Rs 15. 8 bn. Aggregate funds raised (after issuances under all three resolutions) will

be Rs 116. 2 bn and overall dilution post issue of equity shares will be 6. 7% and post conversion of warrants will

be 8. 3%. The preferential allotment to LIC will enable the promoter to maintain its shareholding at 13. 8%, after

the proposed capital raise in resolutions #1 and #2 above.

08-Dec-17 HINDUSTAN UNILEVER LTD. Postal Ballot Management Appoint Srinivas Phatak as Whole-time Director for five years with effect from 1

December 2017 for five years and fix his remuneration

For For Srinivas Phatak will be designated Executive Director, Finance & IT and Chief Financial Officer with effect from 1

December 2017. There is limited clarity with respect to his remuneration. We expect his remuneration to range

closer to his predecessor in the same role – which aggregated Rs 74 mn in FY17. This remuneration 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 remuneration. HUL must consider providing greater clarity on the

proposed remuneration structures going forward.

09-Dec-17 RELIANCE HOME FINANCE LTD. Postal Ballot Management Increase in authorised share capital and alteration in the capital clause of


For For Reliance Home Finance Ltd. (RHFL) is exploring the possibility of raising equity by way of a Qualified Institutional

Placement to Qualified Institutional Buyers (proposed in Resolution #2). Hence, the company seeks shareholder

approval to increase its authorised share capital from Rs 6. 0 bn to Rs 8. 0 bn and a consequent amendment to its

Memorandum of Association.

09-Dec-17 RELIANCE HOME FINANCE LTD. Postal Ballot Management Issuance of securities by way of a Qualified Institutional Placement For For The proposed issue of equity by way of a QIP to QIBs may be made in one or more tranches such that the

aggregate amount raised would not lead to a dilution of more than 25% of the issued and subscribed capital or

20% of the post issue capital. With maximum dilution, RHFL will issue ~121. 3 mn shares and at current market

price can raise upto Rs 9. 1 bn. While we recognize that this is an enabling resolution, the company should have

disclosed a fixed quantum of securities to be issued and a well-defined objective for the issuance.

09-Dec-17 RELIANCE HOME FINANCE LTD. Postal Ballot Management Ratification of Reliance Home Finance – Employee Stock Option Scheme of

24.25 mn options issued at market price

For For RHFL has issued 1. 6 mn shares under the scheme at Rs 101. 0 per share prior to listing (these ESOS are currently

out of the money as CMP is Rs 75. 0). Future options will be issued at market price, which aligns employee

incentives to shareholder returns. Overall dilution of the entire scheme is expected to be 4. 8% on expanded

capital base.

09-Dec-17 RELIANCE HOME FINANCE LTD. Postal Ballot Management Ratification of grant of stock options to employees / directors of subsidiary and

holding company under the employee stock option scheme

For Abstain Paucity of data.

09-Dec-17 V-GUARD INDUSTRIES LTD. Postal Ballot Management Add 1.0 mn stock options to Employee Stock Option Scheme, 2013 (ESOS 2013) For For The cost impact of incremental options will be Rs. 125. 2 mn. Assuming a vesting period of five years, the

company will expense Rs. 25. 1 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.

09-Dec-17 V-GUARD INDUSTRIES LTD. Postal Ballot Management Approve payment of commission upto 1% of net profit to Kochouseph

Chittilappilly as Non-Executive Chairperson for three years with effect from 1

August 2017

For For Considering the FY18 Reuters consensus analyst estimate of net profit of Rs. FY18, the net profit of the company

of Rs. 1. 76 bn, the maximum commission payable to non-executive directors (including Kochouseph

Chittilappilly) is ~Rs. 17. 6 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.

10-Dec-17 SREI INFRASTRUCTURE FINANCE LTD. Postal Ballot Management Alter the Articles of Association (AoA) to conform with provision of Companies

Act, 2013

For Abstain Lack of clarity.

12-Dec-17 ESSEL PROPACK LTD. Postal Ballot Management Approve private placement of securities aggregating Rs.2 bn by way of

redeemable non-convertible debentures (NCDs) or debt securities

For For The proposed NCDs or debt securities will be issued within the overall borrowing limits.

12-Dec-17 ESSEL PROPACK LTD. Postal Ballot Management Adoption of new Articles of Association (AoA) that conform with the Companies

Act, 2013

For Abstain The company proposes to adopt a new set of Articles of Association (AoA) by deleting/ amending the references

to various sections and schedules and substitute them with the provisions of the Companies Act, 2013. The

company has uploaded the draft AoA on its website. However certain clauses of the AoA are prejudicial to

minority shareholders and the company must revise its AoA modifying / deleting these clauses.

12-Dec-17 I T D CEMENTATION INDIA LTD. Postal Ballot Management Issue of equity shares or equity-linked securities aggregating upto Rs 3.5 bn

through QIP, private placement or preferential allotment

For For To raise Rs. 3. 5 bn, at current market price of Rs. 209. 6 per share, the company will need to issue 16. 7 mn

equity shares. This will result in equity dilution of ~9. 7% on the post–issuance share capital. ITD had an order

book of Rs. 81. 3 bn on 30 September 2017 and it will require capital for completion of existing and future

projects. The equity issuance will help ITD in maintaining or improving its capital structure.

12-Dec-17 SHRIRAM TRANSPORT FINANCE CO.

LTD.

Postal Ballot Management Amendment of Articles of Association by insertion of new Article 32A to carry

out consolidation and re-issuance of non-convertible debt securities

For For SEBI circular CIR/IMD/DF-1/67/2017 allows corporates a maximum of 17 ISINs maturing in any financial year. If





13-Dec-17 PNB HOUSING FINANCE LTD Postal Ballot Management Approve ex-gratia payment aggregating Rs.62 mn by DEL-Mauritius to reward

certain senior management personnel of PNB Housing Finance

For For Destimoney Enterprises Limited, Mauritius (DEL Mauritius) earlier held a 49% stake in PNB Housing via its Indian

subsidiary, Destimoney Enterprises Limited, India (DEL- India), which it sold to Quality Investment Holdings,

Mauritius. It proposes to distribute a portion of its gains from the transaction to certain senior management

personnel of PNB Housing. The proposition aligns employee goals with the interests of non-promoter

shareholders. Further, the company will not bear the burden of such rewards. We raise concerns over the lack of

disclosure on the number of employees being covered under the scheme, the basis of their selection and the

method used to arrive at the amount of payment.





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




13-Dec-17 PNB HOUSING FINANCE LTD Postal Ballot Management Pay upto 0.25% of net profit as commission to Independent Directors for five

years from FY18

For For The company proposes to pay up to 0. 25% of net profit as commission to Independent Directors annually for a

period of five years. PNB Housing has not paid any commission to the Independent Directors in past. The

proposed commission is reasonable compared to the size and complexity of the firm. We expect companies to

cap the absolute amount of commission payable to its Independent Directors.

14-Dec-17 NITIN SPINNERS LTD. EGM Management Issue 1.0 mn equity shares on preferential basis to promoter group entities at

Rs. 120.5 per equity share

For For The company in November 2017 raised Rs. 1. 08 bn, through a QIP, which reduced the promoters stake from 64.

3% to 53. 4%. The proposed issue promoters will raise another Rs. 120. 5 mn for an equity dilution of ~1. 8%. This

will help the promoters shore up their stake to 54. 2% and help NSL strengthen its capital structure.

15-Dec-17 CASTROL INDIA LTD. Postal Ballot Management Issue one equity share of Rs.5 each as bonus for each equity share held For For Post issuance, the paid-up equity share capital of the company will increase to Rs. 4. 9 bn comprising 989. 1 mn

equity shares of Rs. 5 each. The issuance will result in capitalization of not more than Rs. 2. 5 bn from the

reserves of the company. The bonus issue is expected to increase the liquidity of the equity shares with higher

floating stock and make the equity shares more affordable.

15-Dec-17 CASTROL INDIA LTD. Postal Ballot Management Approval to keep the register and index of members and debenture holders

along with the copies of annual returns at a place other than the company’s

registered office

For For Castrol seeks shareholder approval to keep register and index of members, register and index of debenture

holders and other security holders, and copies of all the annual returns, together with the certificates and

documents as may be required at the office of the registrar and share transfer agents Link Intime India Private

Limited at Vikhroli in Mumbai.

15-Dec-17 CESC LTD. CCM Management 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

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.

15-Dec-17 TATA METALIKS LTD. Postal Ballot Management Approve related party transactions upto Rs.3 bn with Tata Steel Limited

(holding company) in FY18

For For Tata Metaliks Limited proposes to procure ~40% of its coke requirement from Tata Steel Limited (holding

company) in FY18. The total value of the proposed transaction will be upto Rs. 3 bn. The quantity to be

purchased from Tata Steel Limited will be based on actual price of coal and conversion charge thereby reducing

the exposure to the volatility of coke price. The proposed transaction to be carried out is in the ordinary course

of business and at arms-length.

16-Dec-17 MAHINDRA & MAHINDRA LTD. Postal Ballot Management Issuance of one equity share of Rs. 5.0/- each as bonus for each equity share

held in the company

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.

18-Dec-17 AKZO NOBEL INDIA LTD. Postal Ballot Management 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

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.

19-Dec-17 SHRIRAM CITY UNION FINANCE LTD. Postal Ballot Management Alter the Articles of Association (AoA) by inserting new Article 8.10 For For In order to comply with the SEBI circular for issued debt securities, the company needs to group and consolidate

the existing debt securities together. This will require an enabling provision, vide Article 8. 10 to be inserted in

the AoA of the company. The changes in the AoA are not prejudicial to the interest of minority shareholders.

20-Dec-17 INDIAN BANK EGM Management To elect one shareholder director from amongst the public shareholders of the

bank

For Abstain More clarity is required.

21-Dec-17 CDSL Postal Ballot Management Approve relevant clauses in the Articles of Association (AoA) which give sponsor

shareholders right to nominate directors

For For At the time of its listing, SEBI had directed Central Depository Services (India) Limited (CDSL) to seek shareholder

approval for clauses in its AoA which gives BSE Limited (BSE), Bank of India, Bank of Baroda and SBI right to

nominate directors on board: BSE can nominate directors in proportion to its shareholding (capped at 40% of

board). Bank of India, Bank of Baroda and SBI each can appoint one director as long as their equity share capital

exceeds Rs. 100 mn. The clauses, which are in line with market practices, will not significantly alter the current

board composition.

21-Dec-17 CDSL Postal Ballot Management To divest 48% of shares in CDSL Commodity Repository Ltd (CCRL) held by CDSL

to BSE Investments Limited and Multi Commodity Exchange of India Limited for

an aggregate consideration of Rs.240 mn

For For CCRL was floated to establish and run a commodity repository on the lines of a securities depository. CCRL began

operations on 30 September 2017. The company proposes to divest 48% in CCRL to BSE (through its subsidiary)

and MCX as strategic partners holding 24% each. The divestment will take place at book value, since the

company currently has marginal operations. CCRL’s aggregate capital is Rs. 500 mn: therefore, CDSL will raise Rs.

240 mn with this stake sale. We believe MCX and BSE as strategic partners will help CCRL grow.

21-Dec-17 CDSL Postal Ballot Management Appoint K.V. Subramanian (DIN 07842700) as Shareholder Director (Non-

Executive Non-Independent)

For For Standard Chartered Bank (SCB) is one of the sponsoring banks of CDSL and is currently holding 7. 18% of the paid-

up capital of the company. SCB seeks to change its shareholder director from Ananth Narayan G (Regional Head

– Financial Markets, ASEAN & South) to K. V. Subramanian, Head-Strategy, Process & Governance. His






Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




21-Dec-17 T V S MOTOR CO. LTD. Postal Ballot Management Adoption of new Articles of Association (AoA) that conform with the Companies

Act, 2013

For Abstain Need more details on the AoA.

21-Dec-17 T V S MOTOR CO. LTD. Postal Ballot Management Reappoint Sudarshan Venu as Joint Managing Director for five years with effect

from 1 February 2018 and fix his remuneration

For For The proposed remuneration structure is broadly similar to his current structure, is in line with peers and

commensurates with the size and complexity of the business.

21-Dec-17 T V S MOTOR CO. LTD. Postal Ballot Management 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

For For Rajesh Narsimhan, 51, will be paid SGD 1. 2 mn (Rs. 57. 8 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 remuneration is in line with peers.

22-Dec-17 BANK OF BARODA EGM Management To elect two shareholder directors from amongst the public shareholders of the

bank

For For Bank of Baroda has released the names of the candidates for the position of shareholder directors. Based on the

information given we recommend voting for the appointment of Ms. Soundara Kumar (former Deputy MD – SBI

and former

Chairperson – ARCIL) and reappointment of Bharatkumar Dangar (Mayor of Vadodra and currently shareholder

director of BoB) as shareholder directors. We flag the resolution for transparency as the Bank has given very

brief details about

the candidates. Bharatkumar Dangar will bring continuity the board and Ms. Soundara Kumar experience of

banking, distress debt-NPL resolution and diversity.

22-Dec-17 SATIN CREDITCARE NETWORK LIMITED EGM Management Alter the Memorandum of Association (MoA) to conform with provision of

Companies Act, 2013

For For The changes proposed in the MoA are to align it with the provisions of Companies Act 2013 and are not

prejudicial to the interest of minority shareholders.

22-Dec-17 SATIN CREDITCARE NETWORK LIMITED EGM Management To approve issue of 1.8 mn preferential warrants to a promoter-owned

company at a price of Rs. 335, to raise Rs. 600.0 mn

For Abstain Requires more clarification.

22-Dec-17 SATIN CREDITCARE NETWORK LIMITED EGM Management To approve preferential allotment of 0.6 mn and 2.4 mn equity shares at Rs.

335.0 to Nordic Microfinance Initiative Fund III KS (NMI) and Kora Investments I

LLC (Kora), respectively, to raise Rs. 1.0 bn

For For NMI and Kora will infuse Rs. 1. 0 bn, by way of preferential issue on a private placement at a price of Rs. 335. 0

each which is at ~4. 0% premium to the price prescribed SEBI ICDR 2009 regulations. Given the recent stock price

run up, the issue is at a ~20% discount to current market price. Post the preferential issue Kora will hold 4. 6%

stake in Satin while NMI’s stake will increase from 6. 2% to 6. 5%. We believe that the company will need funds

to finance its growth plans and this equity infusion will strengthen its capital base.

22-Dec-17 SATIN CREDITCARE NETWORK LIMITED EGM Management To raise Rs. 450 mn by issuing 1.34 mn 0.01% Optionally Convertible

Redeemable Preference Shares (OCRPS), on a preferential basis to IndusInd

Bank Ltd.

For For This is a strategic investment by IndusInd Bank Ltd. , which will result in it holding 2. 6% stake, post conversion of

OCRPS and warrants by promoters and after issuance of equity shares to NMI and Kora. As per the arrangement,

Satin will act as the business correspondence for IndusInd Bank Ltd. The capital infusion is in the long-term

interest of the company.

23-Dec-17 IFGL REFRACTORIES LTD AGM Management Adoption of financial statements for the year ended 31 March 2017 For Abstain Routine proposal.

23-Dec-17 IFGL REFRACTORIES LTD AGM Management Declare final dividend of Rs. 2.0 per equity share (face value Rs. 10.0) For For Dividend for shareholders.

23-Dec-17 IFGL REFRACTORIES LTD AGM Management Ratify Deloitte Haskins & Sells as statutory auditors for two years and fix their

remuneration

For Abstain Auditor appointment should be annual exercise. Inadequate information available regarding reasons for 2 year

term.

23-Dec-17 IFGL REFRACTORIES LTD AGM Management Appoint Shishir Bajoria as Executive Chairperson from 5 August 2017 to 31



23-Dec-17 IFGL REFRACTORIES LTD AGM Management Appoint Pradeep Bajoria as Managing Director from 5 August 2017 to 31 March



23-Dec-17 IFGL REFRACTORIES LTD AGM Management Appoint Kamal Sarda as Whole-time Director and Chief Executive Officer for

three years from 1 October 2017 to 30 September 2020 and fix his

remuneration

For For Mr. Kamal Sarda’s remuneration is in line with peers.

23-Dec-17 IFGL REFRACTORIES LTD AGM Shareholder Appoint D G Rajan as Independent Director for five years For For In line with statutory requirements.

23-Dec-17 IFGL REFRACTORIES LTD AGM Shareholder Appoint Debal Banerji as Independent Director for five years For For In line with statutory requirements.

23-Dec-17 IFGL REFRACTORIES LTD AGM Shareholder Appoint Ms. Bharati Ray as Independent Director for five years For For In line with statutory requirements.

23-Dec-17 IFGL REFRACTORIES LTD AGM Shareholder Appoint Surendra Munshi as Independent Director for five years For For In line with statutory requirements.

23-Dec-17 IFGL REFRACTORIES LTD AGM Shareholder Appoint Sudhamoy Khasnobis as Independent Director for five years For For In line with statutory requirements.

23-Dec-17 IFGL REFRACTORIES LTD AGM Shareholder Appoint K S B Sanyal as Independent Director for five years For For In line with statutory requirements.

23-Dec-17 IFGL REFRACTORIES LTD AGM Shareholder Appoint Yuzo Kawatsu as Non-Executive Non-Independent Director For For In line with statutory requirements.

23-Dec-17 IFGL REFRACTORIES LTD AGM Management Approve related party transactions For Abstain The company has not specified the related parties with which it proposes to enter into transactions, nor has it

ascribed a monetary value or cap to the transactions. Further, the period over which it seeks to take approval

has also not been specified. Unable to take an informed decision.

23-Dec-17 IFGL REFRACTORIES LTD AGM Management Approve the appointment and remuneration of Akshay Bajoria as General

Manager (Commercial)


23-Dec-17 IFGL REFRACTORIES LTD AGM Management Approve remuneration of Rs. 300,000 payable to Mani and Co as cost auditors

for FY18


23-Dec-17 IFGL REFRACTORIES LTD AGM Management Keep the register of members and other documents at the company’s

corporate office at Kolkata


23-Dec-17 IFGL REFRACTORIES LTD AGM Management Amend Articles of Association (AoA) to align with Companies Act 2013 For Abstain New AoA not available to investors on company's website. Unable to take an informed decision.

23-Dec-17 IFGL REFRACTORIES LTD AGM Management Approve borrowing limit of Rs.10 bn For For In line with statutory requirements.

27-Dec-17 DLF LTD. EGM Management Increase the authorized share capital to Rs.10 bn from Rs.5 bn For For DLF proposes to increase its authorized share capital to Rs. 10 bn divided into 4,997. 5 mn equity shares of Rs. 2

each and 50,000 redeemable preference shares of Rs. 100 each from the current authorized share capital of Rs. 5

bn divided into 2,497. 5 mn equity shares of Rs. 2 each and 50,000 redeemable preference shares of Rs. 100

each. A modification in share capital is required to accommodate the proposed issuances under resolution 2 and

resolution 3.





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




27-Dec-17 DLF LTD. EGM Management Preferential allotment of 397.7 mn compulsory convertible debentures at

Rs.217.25 each and 138.1 mn warrants at Rs.217.25 each to promoters

For For The preferential allotment is subsequent to the promoter’s commitment to invest substantial proceeds from -

the sale of 33% stake in DLF Cyber City Developers Limited (DCCDL) and the proceeds received from tendering

compulsory convertible preference shares of DCCDL - into the company. Ordinarily, we do not support the

issuance of warrants to promoters as it allows promoters to ride the stock price for 18 months. We make an

exception in this instance because it is

the issuance in the form of warrants is part of an overall transaction that supports a cleaner holding structure.

27-Dec-17 DLF LTD. EGM Management Issuance of 173 mn equity shares on private placement/qualified institutional

placement basis

For For The promoters are required to infuse the sale proceeds of their 33% stake in DCCDL into DLF. To maintain the

25% minimum public shareholding and accommodate the capital infusion from promoters, DLF will necessarily

expand its capital base. Assuming current market price of Rs. 230 per share as the issuance price of securities,

DLF will raise Rs. 39. 8 bn through qualified institutional placement of equity shares. The dilution from the

issuance will be 9% on the extended capital base of the company. All shareholders will be diluted equally.

27-Dec-17 DLF LTD. EGM Management Appoint Ashok Kumar Tyagi as Wholetime Director for five years beginning 1

December 2017

For For Ashok Kumar Tyagi (DIN 00254161) is a professional with over three decades of experience in finance, taxation,

information technology, corporate affairs, legal functions and planning. His proposed remuneration is estimated

at Rs. 59. 3 mn, and is commensurate with the size and complexity of the business and in line with the peers. The

company has not stated the basis on which commission will be calculated, neither it is capped in absolute terms.

Further it should be noted that the board size will increase to 16 directors after the appointment of Ashok Kumar

Tyagi and Devinder Singh. We believe that consensus on critical issues may be difficult to achieve if board size

exceeds 15 members.

27-Dec-17 DLF LTD. EGM Management Appoint Devinder Singh as Wholetime Director for five years beginning 1

December 2017

For For Devinder Singh (DIN 02569464) is a professional with three decades of experience in land planning and

approvals, construction of building complexes, development of colonies, legal and regulatory matters and town

and estate management. His proposed remuneration is estimated at Rs. 59. 3 mn, and is commensurate with the

size and complexity of the business and in line with the peers. The company has not stated the basis on which

commission will be calculated, neither it is capped in absolute terms. Further it should be noted that the board

size will increase to 16 directors after the appointment of Ashok Kumar Tyagi and Devinder Singh. We believe

that consensus on critical issues may be difficult to achieve if board size exceeds 15 members.

27-Dec-17 STRIDES SHASUN LTD CCM Management Demerger of the Commodity API business of Strides Shasun Ltd. into Solara

Active Pharma Sciences Ltd. (subsidiary of Strides Shasun Ltd.)

For For Strides Shasun and (STR) group company SeQuent Scientific (SeQuent) propose to demerge

their Commodity API business and Human API business respectively and plan to merge them

into Solara Active Pharma Sciences Ltd. (SAPS) which is currently a 100% subsidiary of STR. Shareholders of STR

will be issued 1 share of SAPS for every 6 shares held in STR and SeQuent

shareholders will be issued 1 share of SAPS for every 25 shares held in SeQuent. Post demerger

the entire shareholding of STR in SAPS shall stand cancelled and SAPS will be listed on the main

exchanges. Based on the swap ratio, STR shareholders would own 60% and SeQuent

shareholders would own 40% of SAPS. The valuation of the business is comparable to peers.

27-Dec-17 HOUSING DEVELOPMENT &

INFRASTRUCTURE LTD.

Postal Ballot Management To approve issue of 20.0 mn warrants on a preferential basis to Sarang

Wadhwan, promoter

For Abstain Marginal Position.

28-Dec-17 NEULAND LABORATORIES LTD. AGM Management Adoption of standalone financial statements for the year ended 31 March 2017 For For Routine Resolution.

28-Dec-17 NEULAND LABORATORIES LTD. AGM Management Adoption of consolidated financial statements for the year ended 31 March

2017


28-Dec-17 NEULAND LABORATORIES LTD. AGM Management Reappoint Dr. Christopher M. Cimarusti (DIN: 02872948) as Non-Executive Non-


For For Dr. Christopher M. Cimarusti, 64, has over 40 years of experience in drug discovery, development and

manufacturing. His reappointment is in line with all the statutory requirements.

28-Dec-17 NEULAND LABORATORIES LTD. AGM Management Ratify Walker, Chandiok & Co. LLP as statutory auditors for FY18 and fix their

remuneration

For For Walker, Chandiok & Co. LLP, have been auditing the company’s accounts for three years. The ratification is in line

with our Voting Guidelines on Auditor (Re)appointments and complies with the requirements of Section 139 of

the Companies Act 2013.

28-Dec-17 NEULAND LABORATORIES LTD. AGM Management Ratify the remuneration of Rs. 200,000 payable to Nageswara Rao & Co., cost

auditor for FY18


of operations.

02-Jan-18 SUNDRAM FASTENERS LTD. Postal Ballot Management Re-appoint Arundathi Krishna (DIN 00270935) as Managing Director

(designated as Deputy Managing Director) and fix her remuneration

For Abstain Need more clarity.

02-Jan-18 SUNDRAM FASTENERS LTD. Postal Ballot Management Appoint Heramb R Hajarnavis (DIN 01680435) as Independent Director for five


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. He is an MBA from Harvard Business School. His appointment is in line with all statutory

requirements.

02-Jan-18 SUNDRAM FASTENERS LTD. Postal Ballot Management Issue of Non-Convertible Debentures upto Rs 5.0 bn on private placement basis 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.

02-Jan-18 SWARAJ ENGINES LTD. Postal Ballot Management To buyback upto Rs. 0.7 bn, at a price of Rs. 2,400 per equity share through a

tender offer

For For At the buyback price of Rs. 2,400 per share, the company will buyback 0. 3 mn equity shares resulting in a 2. 4%

reduction in the equity share capital. The promoters will participate in the buyback upto the extent of their

shareholding. The buyback will enable the company to distribute its surplus cash to its shareholders, and may

improve return ratios.

08-Jan-18 N C C LTD. Extra ordinary General Meeting Management 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.





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




08-Jan-18 GILLETTE INDIA LTD. Postal Ballot Management Approve related party transactions upto Rs. 13.0 bn per financial year with

fellow subsidiaries for a period of five years

For For The company proposes to enter into transactions relating to the import of finished products with its fellow

subsidiaries – Procter & Gamble International Operations S. A. , Singapore Branch and Procter & Gamble

International Operations S. A. , Switzerland – for an annual amount of Rs. 6. 5 bn each. In FY17, transactions

relating to the purchase of goods aggregated Rs. 2. 9 bn with Procter & Gamble International Operations S. A. ,

Singapore Branch. While the limit of Rs. 13. 0 bn for both fellow subsidiaries (~73. 4% of consolidated turnover is

high), the company has provided an absolute cap for a specified time – five years. The transactions are in

ordinary course of business and at arm’s length.

10-Jan-18 BSE LIMITED Postal Ballot Management To approve payment of one-time Special Ex-gratia of Rs.9.5 mn to Ashishkumar

Chauhan, MD and CEO, for FY17

For Abstain Inadequate information available on reasons for special compensation.

10-Jan-18 TATA CHEMICALS LTD. Postal Ballot Management Slump sale of the phosphatic fertiliser business and trading business at Haldia

to IRC Agrochemicals Private Limited for Rs.3.75 bn

For For Tata Chemicals Limited proposes to divest its phosphatic fertiliser business and trading business at Haldia, West

Bengal to IRC Agrochemicals Private Limited (IRC) for Rs. 3. 75 bn. IRC is a wholly owned subsidiary of Indorama

Holdings B. V. , Netherlands which provides integrated polyester chains and wool yarns. The divestment is in line

with the strategic decision of the company to focus on its chemicals and consumer divisions rather than on

fertilizer business, a segment weighed by government regulation. The company had sold its Babrala plant earlier

during the year and is now disposing off its balance fertilizer capacity. The valuation is broadly in line with the

peers. However, the company has not shared the valuation report.

16-Jan-18 DEEPAK NITRITE LTD. Postal Ballot Management Qualified institutional placement of equity shares to raise upto Rs.1.5 bn For For Deepak Nitrite proposes to raise an amount not exceeding Rs. 1. 5 bn through issue of equity shares. The

proceeds will be used to finance the capital expenditure and other corporate purposes including financing

subsidiaries for its growth requirements. To raise Rs. 1. 5 bn at current market price of Rs. 227. 4 per share, ~ 6. 6

mn new shares will be issued. This will result in equity dilution of 4. 8% of the post–issue share capital of the

company. All the shareholders will be equally diluted.

17-Jan-18 ALLAHABAD BANK Extra ordinary General Meeting Management Launch Employee Share Purchase Scheme and grant upto 50 mn equity shares

to employees of the Bank

For For The scheme proposes to issue 50 mn equity shares to all employees of the Bank including Managing

Director/Chief Executive Officer and Executive Directors at a 25% discount to market price. The number of equity

shares issued to an individual under the scheme will not exceed 6,600 equity shares. The cost of the scheme is

Rs. 0. 9 bn and can result in dilution of upto 5. 9% in the paid-up equity share capital of the Bank. Assuming that

all the equity shares are issued in the first year at a 25% discount to the current market price, the Bank will raise

Rs. 2. 9 bn. This will strengthen the tier I capital of the Bank. The scheme will benefit over 7,500 employees of

the Bank. At the current market price, maximum benefit to an employee is estimated at Rs. 126,000. The scheme

should be viewed as a deferred compensation scheme for the employees of a nationalized bank.

18-Jan-18 ULTRATECH CEMENT LTD. Postal Ballot Management Increase Foreign Portfolio Investor (FPI) investment limit from 30% to 40% of

the paid-up equity share capital

For For This resolution will enable FPIs to further invest in the company.

19-Jan-18 H D F C BANK LTD. Extra ordinary General Meeting Management Issue of equity shares and/or equity shares through depository receipts and/or

convertible securities upto Rs 240.0 bn

For For At the assumed floor price of Rs 1841. 58 (as disclosed by the Bank), HDFC Bank will issue 130. 3 mn shares and

raise Rs 240. 0 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 requirements.

19-Jan-18 H D F C BANK LTD. Extra ordinary General Meeting Management Related party transaction of issuance of equity on preferential basis to

promoters HDFC Ltd. upto Rs 85.0 bn (within above limit of Rs 240.0 bn)

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 Ltd. As proposed in Resolution # 3.

19-Jan-18 H D F C BANK LTD. Extra ordinary General Meeting Management Preferential allotment of equity shares to HDFC Ltd., HDFC Bank’s promoter;

upto Rs 85.0 bn (within above limit of Rs 240.0 bn)

For For The issue of shares and future ESOPs (of the Bank) will dilute the promoter HDFC Ltd. ’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 240. 0 bn. HDFC Ltd. ’s holding will go up marginally and also factors in ESOPs in future.

19-Jan-18 DR. REDDY'S LABORATORIES LTD. Postal Ballot Management Approve amendments to Employee Stock Option (ESOP) schemes For For The company is proposing to increase the number of stock options to be granted under the ESOP schemes by 1.

1 mn, at an exercise price of Rs. 5 (face value). Further the exercise price for some of the un-granted options

under the current schemes is also being changed to Rs. 5 per share. The additional grant would lead to a equity

dilution of only 0. 6% over the next 5 years. ESOP schemes are a great motivator to senior management for long

term wealth creation. Also, though ESOPs are granted at Rs 5 per share, total employee remuneration is

benchmarked to industry standards including ESOPs.

19-Jan-18 DR. REDDY'S LABORATORIES LTD. Postal Ballot Management Approve grant of additional stock options to employees of subsidiaries For For Through a separate resolution, the company proposes to grant stock options to employees of subsidiaries from

the additional pool of 1. 1 mn stock options. Our view on this resolution is linked to our opinion on resolution #1.

19-Jan-18 DR. REDDY'S LABORATORIES LTD. Postal Ballot Management Approve appointment of Akhil Ravi to office of profit (Director-Business

Development and Portfolio)

For For Akhil Ravi, aged around 32 years, is the son-in-law of G. V Prasad, promoter MD and CEO of the company. He is a

graduate in Chemical Engineering from IIT, Bombay, and has completed his MBA from ISB, Hyderabad. He is

presently working as an Engagement Manager with McKinsey & Company, where he has led sales and channel

transformations across cement, insurance and telecom sectors. His proposed remuneration of ~Rs. 6. 6 mn is

commensurate with the nature of his responsibilities and, as clarified by the company, is in line with his

experience and the remuneration drawn from his previous employer.

20-Jan-18 JAIPRAKASH ASSOCIATES LTD. Postal Ballot Management To transfer ‘SDZ real estate’ business of the company to wholly owned

subsidiary – Jaypee Infrastructure Development Limited

For For No change in economic interest of the shareholders of Jaiprakash Associates.

21-Jan-18 CAPITAL FIRST LTD. Postal Ballot Management To approve formulation of CMD Stock Option Scheme - 2017 For For The company proposes to award its CMD, V. Vaidyanathan upto 1. 5 mn options at Rs. 799. 85. 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. 68. 9 mn, which is 2. 9%

of FY17 PAT.





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




21-Jan-18 CAPITAL FIRST LTD. Postal Ballot Management To approve grant of stock options exceeding more than 1% of paid-up share

capital under CMD Stock Option Scheme – 2017

For For As the company proposes to issue upto 1. 5 mn options (1. 5% of paid-up capital) under CMD Stock Option

Scheme - 2017 to V. Vaidyanathan, the company seeks shareholders’ approval to grant him stock options

exceeding 1% of paid-up share capital.

21-Jan-18 CAPITAL FIRST LTD. Postal Ballot Management Reappoint Dinesh Kanabar (DIN: 00003252) as an Independent Director for five


For For Dinesh Kanabar is the Founder and CEO of Dhruva Advisors. He was appointed as an Independent Director on 6

January 2015 for three years. The company proposes to reappoint him for another five years, w. E. F. 6 January

2018. His reappointment as an independent director for five years is in line with the statutory requirements.

22-Jan-18 5PAISA CAPITAL LTD Postal Ballot Management To ratify the '5paisa Capital Limited Employee Stock Option Scheme - 2017' For For 5 Paisa Capital Ltd. (5PCL) seeks ratification of ESOS 2017 Scheme approved prior to its listing date. The company

plans to issue 0. 6 mn options at market price. This aligns employee incentives to shareholder returns. Overall

dilution of the entire scheme is expected to be 4. 5% on the expanded capital base.

22-Jan-18 5PAISA CAPITAL LTD Postal Ballot Management To ratify issue of options to the employees of subsidiary companies under

5paisa Capital Limited Employee Stock Option Scheme – 2017

For For Through a separate resolution, the company seeks approval to grant options to the employees of its subsidiary

companies (existing and future) within the overall ceiling of 0. 6 mn options under ESOS 2017 scheme.

22-Jan-18 5PAISA CAPITAL LTD Postal Ballot Management To ratify issue of options exceeding 1% of the issued capital of the Company

under 5paisa Capital Limited Employee Stock Option Scheme – 2017

For For The company seeks shareholder approval to be able to grant more than 1% of the current paid-up equity capital

to eligible employees. The employees to whom options greater than 1% of the options will be granted shall be

specifically identified by the NRC. This provides additional flexibility to the company to reward its senior

management. Overall the options are restricted to 0. 6 mn options under ESOS 2017 scheme.

22-Jan-18 5PAISA CAPITAL LTD Postal Ballot Management Approval and implementation of the 5paisa Capital Limited Employee Stock

Option Trust Scheme 2017 through Trust Route

For For 5PCL requests approval for a new ESOTS 2017 Scheme to be implemented through the trust route. The company

plans to issue 0. 6 mn options which will be issued at market price. This aligns employee incentives to

shareholder returns. Overall dilution after the two schemes (assuming new shares are created through the trust

route) is 8. 6% on the expanded capital base.

22-Jan-18 5PAISA CAPITAL LTD Postal Ballot Management Authorization to the Trust for implementation of 5paisa Capital Limited

Employee Stock Option Trust Scheme 2017 by acquiring equity shares of the

Company through secondary acquisition or fresh allotment

For For 5PCL is seeking shareholder approval for the trust created in resolution # 4 above to be allowed acquisition of

equity shares through secondary market and/or subscription of fresh allotment of equity shares to award

employees stock options under ESOTS 2017.

22-Jan-18 5PAISA CAPITAL LTD Postal Ballot Management Grant of Options to the Employees of the Subsidiary Company/ies (existing and

in future)


companies (existing and future) within the overall ceiling of 0. 6 mn options under the ESOTS 2017 scheme.

22-Jan-18 5PAISA CAPITAL LTD Postal Ballot Management To issue options exceeding 1% of the issued capital of the Company under

5paisa Capital Limited Employee Stock Option Trust Scheme – 2017

For For The company seeks shareholder approval to be able to grant more than 1% of the current paid-up equity capital

to eligible employees. The employees to whom options greater than 1% of the options will be granted shall be

specifically identified by the NRC. This provides additional flexibility to the company to reward its senior

management. In aggregate there is a cap of 0. 6 mn options under the ESOTS 2017 scheme.

22-Jan-18 5PAISA CAPITAL LTD Postal Ballot Management To approve provisioning of funds to 5paisa Capital Employee Welfare Trust For For The company also seeks approval to give loan to the ESOTS 2017 trust upto 5% of the paid up capital and free

reserves of the previous financial years to enable the trust to acquire shares from the secondary market if

required. The loan will be repaid by utilizing the proceeds realized from the exercise of options or sale of equity

shares in the secondary market.

22-Jan-18 5PAISA CAPITAL LTD Postal Ballot Management To approve material related party transactions with India Infoline Ltd For For 5PCL seeks shareholder under SEBI’s LODR 2015 for material related party transactions upto Rs 50. 0 mn (for

providing/availing of services) with group company India Infoline Ltd. In FY17, 5PCL has taken / repaid advances,

paid interest income, service income and other expenses to India Infoline Ltd. 5PCL confirms that the

transactions are the ordinary course of business and at arms’ length basis.

22-Jan-18 5PAISA CAPITAL LTD Postal Ballot Management To approve material related party transactions with IIFL Facilities Services Ltd For For 5PCL seeks shareholder under SEBI’s LODR 2015 for material related party transactions upto Rs 350. 0 mn (for

availing loans / ICDs / availing or rendering of services / lease / leave and license etc. ) with fellow subsidiary

company IIFL Facilities Services Ltd. In FY17, 5PCL has taken/repaid ICDs, paid interest income, service income,

rent and other expenses to IIFL Facilities Services Ltd. 5PCL confirms that the transactions are the ordinary

course of business and at arms’ length basis.

22-Jan-18 5PAISA CAPITAL LTD Postal Ballot Management To approve material related party transactions with IIFL Holdings Ltd. For For 5PCL seeks shareholder under SEBI’s LODR 2015 for material related party transactions upto Rs 300. 0 mn (for

availing loans / ICDs / availing or rendering of services / lease / leave and license etc. ) with holding company IIFL

Holdings Ltd. In FY17, 5PCL has taken/repaid ICDs, paid interest income, service income and other expenses to

IIFL Holdings Ltd. 5PCL confirms that the transactions are the ordinary course of business and at arms’ length

basis.

22-Jan-18 5PAISA CAPITAL LTD Postal Ballot Management To approve material related party transactions with India Infoline Finance Ltd. For For 5PCL seeks shareholder under SEBI’s LODR 2015 for material related party transactions upto Rs 1000. 0 mn (for

availing loans / ICDs / availing or rendering of services / lease / leave and license etc. ) with fellow subsidiary

company India Infoline Finance Ltd. In FY17, 5PCL has taken/repaid ICDs, paid interest income, service income

and other expenses to India Infoline Finance Ltd. 5PCL confirms that the transactions are the ordinary course of

business and at arms’ length basis.

22-Jan-18 5PAISA CAPITAL LTD Postal Ballot Management To approve increase in Authorised Share Capital and Alteration of


For For Considering the overall business requirement and growth opportunities, 5PCL seeks shareholder approval to

increase its authorised share capital from Rs 180. 0 mn (divided into 18 mn equity shares of Rs 10 each) to Rs

300. 0 mn (divided into 30 mn equity shares of Rs 10 each) and a consequent amendment to Clause VA of its

Memorandum of Association. The current issued and paid up capital of the company is Rs 127. 4 mn (divided into

12. 7 mn equity shares of Rs 10 each).





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




24-Jan-18 SBI LIFE INSURANCE COMPANY LTD Extra ordinary General Meeting Management Modify Articles of Association (AoA) to give special rights to BNP Paribas Cardiff

SA

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. As a good practice, we expect companies to upload the Articles of Association on their

website.

24-Jan-18 DALMIA BHARAT LTD. Court Convened Meeting Management Approve merger of Dalmia Bharat Limited with OCL India Limited For For In order to streamline its structure and consolidate operations.

30-Jan-18 PIDILITE INDUSTRIES LTD. Postal Ballot Management To buyback upto Rs. 5.0 bn, at a price of Rs. 1,000 per equity share through a

tender offer

For For At the buyback price of Rs. 1,000 per share, the company will buyback around 5. 0 mn equity shares resulting in

a ~15. 1% reduction in the equity share capital. The promoters will participate in the buyback upto the extent of

their shareholding. The buyback will enable the company to distribute surplus cash to its shareholders, and may

improve return ratios.

30-Jan-18 V R L LOGISTICS LTD. Postal Ballot Management Alteration of Objects Clause of the Memorandum of Association (MoA) of the

company

For For VRL Logistics Limited proposes to alter the MoA of the company to align it with Companies Act, 2013. The

current Main Objects Clause of the MoA covers all the activities carried on by the company. The management

proposes to undertake new related activities that can be combined with the existing activities. Hence, Objects

Clause of the MoA is altered, and new clauses are added to both main objects and matters which are necessary

for furtherance of the main objects. The new activities include business of railway and forwarding agents or

warehousemen, business in petroleum products, business of advertising agents and contractors, maintaining

hotel business and all operations connected, business of importers, exporters and dealers of all kinds of

merchandise, etc.

31-Jan-18 MINDTREE LTD. Court Convened Meeting Management Approve merger of Magnet 360, LLC with Mindtree Limited For For Magnet 360, LLC is a wholly owned subsidiary of Mindtree Limited. Upon the scheme becoming effective, the

entire equity share capital held by Mindtree Limited in Magnet 360, LLC will be cancelled. There will be no issue

of equity shares or consideration and Magnet 360, LLC will be dissolved without winding up. The merger will

enable the company to simplify its holding structure and improve operational efficiency. It will not result in any

dilution for existing equity shareholders.

06-Feb-18 SIEMENS LTD. Annual General Meeting Management a. Adoption of standalone financial statements for the year ended 30 Sept

2017; b. Adoption of consolidated financial statements for the year ended 30

Sept 2017

For For General Business.

06-Feb-18 SIEMENS LTD. Annual General Meeting Management Declare equity dividend of Rs. 7 per equity share (face value Rs 2) For For For FY17 the company has recommended a dividend of Rs. 7 per equity share. Dividend payment for FY17 Rs 2. 6

bn which was lower by 84. 0% on account of the special dividend in FY16. Dividend payout ratio is at 22. 7%.

06-Feb-18 SIEMENS LTD. Annual General Meeting Management Reappoint Christian Rummel (DIN: 01992982) as Director liable to retire by

rotation

For For Christian Rummel is the Chief Financial Officer of Siemens in India since 2014. His reappointment as director

liable to retire by rotation is in line with all statutory requirements.

06-Feb-18 SIEMENS LTD. Annual General Meeting Management Ratify the appointment of SRBC & Co. LLP as statutory auditors for a period of

one year

For For The ratification complies with the requirements of section 139 of the Companies Act 2013, and our voting policy.

06-Feb-18 SIEMENS LTD. Annual General Meeting Management Appoint Cedrik Neike (DIN: 07810035) as Special Director For For Good Canditature.

06-Feb-18 SIEMENS LTD. Annual General Meeting Management Reappoint Christian Rummel as Executive Director and Chief Financial Officer

for one year till 31 January 2019 and to fix his remuneration

For For Christian Rummel was paid a remuneration of Rs 64. 6 mn in FY17 up 12% from Rs 57. 9 mn paid in FY16. The

disclosures on Christian Rummel’s proposed remuneration are open-ended. Although a range for his basic salary

+ other allowances has been disclosed, details of perquisites and retirals are not available. Additionally, Christian

Rummel is eligible to be paid incentive remuneration / commission: the amount has also not been capped /

disclosed. We recommend that companies disclose an absolute cap on the amount of remuneration (including

commission) that is proposed to be paid to directors. Remuneration paid to Christian Rummel in the past is

commensurate with the size and performance of Siemens Ltd. And that paid to peers in the industry. We expect

Siemens to be judicious in its payouts as it has been in the past.

06-Feb-18 SIEMENS LTD. Annual General Meeting Management Approve remuneration of Rs 1.7 mn payable to R. Nanabhoy & Co., Cost

Accountants for FY18

For For The proposed remuneration is commensurate with the size and complexity of the business.

14-Feb-18 HOUSING DEVELOPMENT FINANCE

CORPN. LTD.

Postal Ballot Management To approve increase in the authorised share capital to Rs. 3.7bn and

consequent amendment to the Memorandum of Association

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.


CORPN. LTD.

Postal Ballot Management To approve issue of 64.3 mn equity shares on a preferential basis at Rs. 1726.05

per share to raise Rs. 111.0 bn

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.


CORPN. LTD.

Postal Ballot Management To approve issue of equity shares by way of a Qualified Institutions Placement

to Qualified Institutional Buyers to raise upto Rs. 18.96 bn

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 1726. 05 to raise Rs 18. 96 bn. The overall dilution on account of both issues will be 4. 5% of

the expanded capital base, which is marginal.


CORPN. LTD.

Postal Ballot Management To approve related party transaction with HDFC Bank Ltd. regarding

subscription to equity shares of HDFC Bank Ltd. on a preferential basis upto an

amount of Rs 85.0 bn

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 Ltd. ). This issue of shares and future ESOPs (of the Bank) would dilute the

promoter HDFC Ltd. ’s stake. HDFC Ltd. Seeks shareholder approval for subscription to equity shares of HDFC

Bank Ltd. On a preferential basis upto an amount of Rs 85. 0 bn to ensure its holding in the bank is not diluted

any further.

19-Feb-18 TATA POWER CO. LTD. Court Convened Meeting Management To approve scheme of arrangement between The Tata Power Company Ltd.,

Tata Power Renewable Energy Ltd., Supa Windfarm Ltd., Nivade Windfarm Ltd.

and Tata Power Green Energy Ltd

For For Tata Power is restructuring the holding structure of its renewable energy plants to enable it to allow equity

participation from third parties. The renewable power plants are being sold to wholly-owned subsidiaries and

step-down subsidiaries for an aggregate consideration of Rs. 2. 78bn. The series of transactions will not result in

incremental debt for Tata Power, as it will first infuse fund into the wholly-owned subsidiaries, which, in turn, will

use the funds to pay Tata Power consideration for the slump sale of its power plants. There is no impact on the

economic interest of Tata Power’s shareholders.





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




20-Feb-18 BANK OF INDIA Extra ordinary General Meeting Management To issue up to 136.5 mn equity shares at an issue price of Rs. 165.32 per share,

aggregating up to Rs. 22.57 bn to the Government of India (GoI) on preferential

basis

For For The issue price of Rs 165. 32 is at a 11. 9% premium to the current market price (Rs. 147. 8 closing price on 02

February 2018). The aggregate GoI equity infusion (#1 and #4) is expected to be Rs. 92. 32 bn, which is high in

the context of the bank’s aggregate market capitalization of around Rs. 200. 0 bn. Although existing shareholders

will get diluted by 32. 0%, we believe GoI’s equity infusion is necessary to support growth and the bank’s capital

adequacy levels. Bank of India’s (BoI) CRAR as on 30 September 2017 was 11. 93%, in line with Basel III

requirements.

20-Feb-18 BANK OF INDIA Extra ordinary General Meeting Management Issue of upto 1.0 bn equity shares by way of QIP / public issue / rights issue /

private placement or any other mode

For For At current market prices, the bank expects to raise Rs 147. 8 bn. The amount being raised is high in the context

of the bank’s free float market capitalization that currently ranges between Rs. 50bn – Rs. 55bn. While it is

unlikely that the bank will be able to place the entire issuance, we support the transaction because the equity

infusion will help support the bank’s capital adequacy requirements and expansion plans.

20-Feb-18 BANK OF INDIA Extra ordinary General Meeting Management Issue of fresh capital as Tier-I / Tier-II Bonds or preference shares upto Rs 100.0

bn

For For Bank of India proposes to fresh capital as Tier-I / Tier-II Bonds or preference shares upto Rs 100. 0 bn for future

expansion and growth in lending requirements. Bank of India’s long-term issuer rating is IND AA+/Stable. While

the amount is high, the bank’s borrowings will be reined in by RBI’s BASEL III requirements.

20-Feb-18 BANK OF INDIA Extra ordinary General Meeting Management To issue up to 421.9 mn equity shares at an issue price of Rs. 165.32 per share,


basis


February 2018). The aggregate GoI equity infusion (#1 and #4) is expected to be Rs. 92. 32 bn, which is high in

the context of the bank’s aggregate market capitalization of around Rs. 200. 0 bn. Although existing shareholders

will get diluted by 32. 0%, we believe GoI’s equity infusion is necessary to support growth and the bank’s capital

adequacy levels. Bank of India’s (BoI) CRAR as on 30 September 2017 was 11. 93%, in line with Basel III

requirements.

20-Feb-18 INFOSYS LTD. Postal Ballot Management Appointment of Salil S Parekh (DIN: 01876159) as CEO and MD for five years till

1 January 2023 and to fix his remuneration

For For Salil Parekh’s maximum proposed remuneration is estimated at Rs 246. 5 mn in FY19 and FY20 and Rs 303. 3 mn

in FY21, of which about 70% is variable and linked to accomplishment of business targets. Further the variable

pay has an equal component of cash pay and equity-linked pay (restricted stock units), which align his

remuneration with the interest of shareholders. The proposed remuneration is in line with that paid to Indian

and global peers in the IT industry.

20-Feb-18 INFOSYS LTD. Postal Ballot Management Redesignation of U B Pravin Rao (DIN: 06782450) as COO and wholetime

director

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 remuneration or his employment terms.

20-Feb-18 TEAMLEASE SERVICES LTD Postal Ballot Management To increase shareholding limit for registered Foreign Institutional Investors (FII)



For For The present shareholding of FIIs and FPIs is currently ~24. 6% (on 31 Dec 2017), which has breached the existing

24% threshold. The company proposes to increase this shareholding limit to 74%, to allow foreign investors to

acquire further stake in the company.

27-Feb-18 HDFC STANDARD LIFE INSURANCE

COMPANY LTD.

Postal Ballot Management Delete the words “Part A” and adopt of Article 76.3 of the Articles of

Association

For For Following regulatory changes, Part B of the Articles of Association (AoA) has been automatically terminated,

leaving the AoA with just one remaining Part A: therefore, the company has decided to delete the words “Part A”

from the AoA. The company also seeks approval for adoption of Article 76. 3 pertaining to the right of

shareholders to nominate directors on the board subject to maintaining specific shareholding which must be

approved by shareholders after the IPO. The right to nominate directors will ensure HDFC group’s representation

on the board.


COMPANY LTD.

Postal Ballot Management To approve the HDFC Standard Life Insurance company Ltd. - Employees Stock

Option Scheme 2017

For For HDFC Standard Life (HDFC Life) seeks ratification of ESOS 2017 Scheme approved prior to its listing date. The

company plans to issue 4. 5 mn options at market price. Overall dilution of the entire scheme is expected to be 0.

2% on the expanded capital base. The scheme aligns employee incentives to shareholder returns.


COMPANY LTD.


Option Scheme 2017 to the employees of subsidiary company(ies)


companies (existing and future) within the overall ceiling of 4. 5 mn options under ESOS 2017 scheme. We

support the resolution since the subsidiaries are currently unlisted.


COMPANY LTD.


Option (trust) Scheme 2017

For For The company’s ESOS prior to the IPO were implemented through the HDFC Standard Life Employees’ Stock

Option Trust (“trust”). The trust holds 112,180 shares representing options which have been granted but not

exercised from the earlier schemes of 2010 - II, 2011 and 2012. Further, the trust also holds 536,394 shares for

options which have lapsed due to non-vesting or non-exercise. Since the trust is already holding a total of

648,574 shares, the company proposes to implement the ESOS (Trust) Scheme - 2017 through the same trust,

and not propose to set up a new trust, as it will be expedient, efficient and cost effective. The lapsed 536,394

options will be granted at market price.


COMPANY LTD.


Option (trust) Scheme 2017 to the employees of subsidiary company(ies)


companies (existing and future) within the overall ceiling of 0. 5 mn options under ESOS (Trust) 2017 scheme.

27-Feb-18 TORRENT PHARMACEUTICALS LTD. Postal Ballot Management To approve increase in authorized share capital to Rs.1.5 bn and consequent

alteration of the capital clause in the Memorandum of Association (MoA)

For For The present authorized share capital is Rs. 1. 25 bn and the paid-up capital is Rs. 0. 8 bn. To support its

acquisition-led growth strategy, the company may need to issue additional capital.

27-Feb-18 TORRENT PHARMACEUTICALS LTD. Postal Ballot Management Increase borrowing limits from Rs.100 bn to Rs.150 bn For For Torrent Pharmaceuticals’ gross debt as on 31 December 2017 aggregated Rs. 58 bn, which represents a

debt/equity ratio of ~1. 3x. The company’s loans are rated ICRA AA/Watch Developing. The company has

recently bought out the branded domestic business of Unichem Laboratories, acquired the US firm Bio-Pharm

Inc, and is currently in the process of bidding for other pharma assets. Along with the proposed equity issue, the

increased borrowing limit will help raise capital to support its inorganic growth strategy and provide for capex

and working capital requirements. Nevertheless, we expect the company to provide more granular information

in the notice on the use of funds raised through additional borrowings.

27-Feb-18 TORRENT PHARMACEUTICALS LTD. Postal Ballot Management Provide charge on assets For For Secured loans generally have easier repayment terms, less restrictive covenants, and lower interest rates.

27-Feb-18 TORRENT PHARMACEUTICALS LTD. Postal Ballot Management Approve issuance of redeemable Non-Convertible Debentures / bonds of up to

Rs.125 bn

For For The issuance will be within the overall borrowing limit.





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




27-Feb-18 TORRENT PHARMACEUTICALS LTD. Postal Ballot Management Issue securities or convertible debt up to Rs.50 bn For For To raise Rs. 50 bn at current market price of Rs. 1362. 9 per share, ~ 36. 7 mn new shares will be issued. This will

result in equity dilution of 17. 8% of the post–issue share capital of the company. Although the expected dilution

is high, the company may need to issue equity shares to support its acquisition-led growth strategy.

Nevertheless, we believe the company will provide more granular information on the use of funds raised from

the proposed equity or convertible debt issuance.

28-Feb-18 RELIANCE INFRASTRUCTURE LTD. Postal Ballot Management To approve sale of ‘Mumbai Power Business’ by sale of entire shareholding in

Reliance Electric Generation and Supply Limited

For For Reliance Infrastructure Ltd (RInfra) will transfer its ‘Mumbai Power Business’ comprising integrated generation,

transmission and distribution of power in Mumbai to its wholly owned subsidiary - Reliance Electric Generation

and Supply Limited (REGSL). The company will then divest its entire holding in REGSL to Adani Transmission

Limited (ATL) for an enterprise value of Rs. 132. 5 bn. Mumbai Power business comprises power generation

capacity of 500 MW and distribution capacity of 1,800 MW. After the divestment the company is likely to

become cash positive and pursue an asset light strategy. The company has not given the financials and valuation

of the ‘Mumbai Power Business’. The company has stated that it has evaluated bids received from several

companies before accepting the offer made by ATL. The sale consideration is broadly in line with that of its

peers.

01-Mar-18 CANARA BANK Extra ordinary General Meeting Management To issue up to 135.95 mn equity shares at an issue price of Rs. 357.84 per share,


basis


February 2018). Although existing shareholders will get diluted by 18. 5%, we believe GoI’s equity infusion is

necessary to support growth and the bank’s capital adequacy levels. Canara Bank’s (CanBank) CRAR as on 31

December 2017 was 12. 49%.

01-Mar-18 CANARA BANK Extra ordinary General Meeting Management Issue of equity shares upto an amount of Rs 10.0 bn by way of QIP / public issue

/ rights issue / private placement or any other mode (in addition to the amount

of Rs 35.0 bn approved in AGM on 20 July 2017

For For At current market prices, the bank would issue ~ 137. 09 mn equity shares to raise the entire amount of Rs 45. 0

bn, which will lead to a dilution of 15. 8%. The amount being raised is high in the context of the bank’s free float

market capitalization that currently ranges between Rs. 62 bn – Rs. 66 bn. Although we believe it is unlikely that

the bank will be able to place the entire issuance, we support the transaction because the equity infusion will

help support the bank’s capital adequacy requirements and expansion plans.

03-Mar-18 SANGHI INDUSTRIES LTD. Extra ordinary General Meeting Management Approve private placement of redeemable non-convertible debentures (NCDs)


For For The proposed NCDs will be issued within the overall borrowing limit of Rs. 50 bn.

03-Mar-18 SANGHI INDUSTRIES LTD. Extra ordinary General Meeting Management Approve modification of terms and conditions of existing non-convertible

debentures (NCDs)

For For Sanghi Industries Limited had issued 25,64,829 15. 5% Redeemable and NCDs at a face value of Rs. 1000 each in

April 2016 to Piramal Enterprises Limited. Under the repayment terms the company has to pay 12 quarterly

installments starting from June 2018. This was when the company had recently exited the Corporate Debt

Restructuring (CDR) mechanism. The company now proposes to modify/vary the terms and conditions. The

company proposes to revise the interest rate of the debentures to match the prevailing market interest rate. The

company believes this will be more beneficial and in the interest of the company. The credit rating of the

company has improved from ICRA BBB/ Stable/ICRA A3+ in June 2016 to ICRA A-/Stable/ICRA A2+ in January

2018. However, the company could have provided more clarity with regards to the modifications in terms of the

NCDs.

03-Mar-18 SANGHI INDUSTRIES LTD. Extra ordinary General Meeting Management Reappoint Nirubha Balubha Gohil (DIN 05149953) as Whole-Time Director for a

period of three years from 22 December 2017 and fix his remuneration

For For Nirubha Balubha Gohil’s proposed FY19 remuneration of Rs. 6. 25 mn is commensurate with the company’s size

and performance He was paid Rs. 5. 04 mn in FY17, which was 9x the median employee remuneration. He will be

entitled to an annual increment of up to 25% of last drawn salary.

03-Mar-18 DEWAN HOUSING FINANCE CORPN.

LTD.

Postal Ballot Management Approve increase in number of stock appreciation rights (ESARs) under Dewan

Housing Finance Corporation Ltd. Employee Stock Appreciation Rights Plan

2015 from 10.3 mn to 26.8 mn

For For Dewan Housing Finance Ltd. (DHFL) has issued 86% of the 10. 3 mn ESARs approved by shareholders in February

2015. The company now seeks shareholder approval to increase this number to 26. 8 mn, all other terms and

conditions remaining the same. In the past DHFL has granted the options at various prices ranging from 31%

discount to market price to current market price (ESARs granted till date have been at an average 8. 3% discount

to market price)

Assuming grant price at 8. 3% discount to current market price of Rs. 524. 55 per share and a vesting period of

four years (as has been in the past), the company will expense Rs. 191. 3 mn per annum (or 1. 6% of FY17 PAT –

before exceptional items). However, if grants are at face value, DHFL will need to expense Rs 2. 3 bn per annum

(or 18. 8% of FY17 PAT – before exceptional items).

07-Mar-18 I F C I LTD. Extra ordinary General Meeting Management To issue up to 34.0 mn equity shares at an issue price of Rs. 29.45 per share,


basis

For For The issue price of Rs. 29. 45 is at a 25% premium to the current market price (Rs. 23. 6 closing price on 14

February 2018). The aggregate GoI equity infusion is expected to be Rs. 1. 0 bn. The preferential allotment to GoI

will result in a 2. 0% dilution on the expanded capital base for non-GoI shareholders. The equity issuance will

help IFCI Limited in maintaining its required capital adequacy.

07-Mar-18 BHARTI INFRATEL LTD. Postal Ballot Management To approve shifting of the registered office from Delhi to Haryana and

consequently amend the clause II of the Memorandum of Association (MoA)

For For The registered office of Bharti Infratel is currently situated at Bharti Crescent, 1, Nelson Mandela Road, Vasant

Kunj, Phase II, New Delhi – 110070, while the Head Office overseeing the day to day operations, is situated at

Gurugram in the State of Haryana. The company proposes to shift its registered office from Delhi to Haryana to

exercise better administrative and economic control and to rationalize and streamline its operations.

07-Mar-18 BHARTI INFRATEL LTD. Postal Ballot Management To approve alteration of the Object clause of the MoA For For The main business of Bharti Infratel is to acquire, build, own and operate telecom infrastructure. The rapid

growth and consolidation in India’s telecom sector has prompted the company to start working towards new

revenue streams relating to digital transformation like smart city, Internet of Things which are not specifically

covered under the main objects of the Company. The proposed modifications/alterations in the MoA are

proposed to broaden the existing objects of the company, which will enable it to undertake new business

activities and also comply with the provisions of the Companies Act, 2013.

07-Mar-18 BHARTI INFRATEL LTD. Postal Ballot Management To approve alteration of the Liability clause of the MoA For For The alteration to Liability clause is proposed to comply with the provisions of the Companies Act, 2013.





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




07-Mar-18 INDIAN OIL CORPN. LTD. Postal Ballot Management Increase in the authorized share capital and consequent alteration to Articles

and Memorandum of Association

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.

07-Mar-18 INDIAN OIL CORPN. LTD. Postal Ballot Management Issue one equity share as bonus for one equity share of Rs.10 each held in the

company

For For Post the bonus issue the equity share capital of the company will increase to Rs. 97. 1 bn comprising 9. 7 bn

equity shares of Rs. 10 each. The issue will result in Rs. 48. 6 bn capitalized from the reserves of the company.

07-Mar-18 L & T FINANCE HOLDINGS LTD. Postal Ballot Management To issue equity for an amount up to Rs.10 bn by way of Qualified Institutional

Placement (QIP)

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. 185. 51 to raise Rs. 10. 0 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.

07-Mar-18 L & T FINANCE HOLDINGS LTD. Postal Ballot Management Preferential allotment of equity shares to Larsen & Toubro Limited (L&T),

company’s promoter, up to Rs.20.0 bn

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. 20. 0 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.

09-Mar-18 BAJAJ FINANCE LTD. Postal Ballot Management To increase the borrowing limit from Rs 750 bn to Rs 1,000 bn For For As on 30 September 2017, BFL had a debt of Rs. 528. 9 bn as against a networth of Rs. 150. 2 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.

09-Mar-18 BAJAJ FINANCE LTD. Postal Ballot Management Creation of charges/mortgages on company’s assets of Rs. 1,000 bn For For The terms of borrowing, interest rates etc. For secured loans tend to be better than those for unsecured loans.

09-Mar-18 L I C HOUSING FINANCE LTD. Postal Ballot Management Amendment of Articles of Association by insertion of new Article 9A to carry out

consolidation and re-issuance of non-convertible debt securities

For For SEBI circular CIR/IMD/DF-1/67/2017 allows corporates a maximum of 17 ISINs maturing in any financial year. If

fresh issuances maturing in a financial year need to be made in excess of the 17 ISINs permitted in that year,

then prior issue(s) under one or more of the existing ISINs need to be consolidated and reissued. However, to

carry out such consolidation and re-issuance of debt securities, SEBI’s (ICDR) Regulations requires an enabling


10-Mar-18 SINTEX PLASTICS TECHNOLOGY LTD Postal Ballot Management To approve increase in the authorized share capital from Rs.650 mn to Rs.760

mn and to alter capital clause V of the Memorandum of Association

For For The present authorized share capital of Sintex Plastics Technology Limited (SPTL) is Rs. 650 mn divided into 650

mn equity shares of Re. 1 each. The company proposes to increase the authorized share capital to Rs. 760 mn

divided into 760 mn equity shares. The increase in authorized capital would also require consequential

amendments to the existing Clause V of the Memorandum of Association of the company. The increase in the

authorized share capital is to facilitate preferential issue of warrants to the promoter group company, Star Line

Leasing Limited.

10-Mar-18 SINTEX PLASTICS TECHNOLOGY LTD Postal Ballot Management To approve issue of 66.7 mn warrants on a preferential basis to Star Line

Leasing Limited, promoter group company, at Rs.90 per warrant

For For Star Line Leasing Limited is controlled by Amit Patel, Managing Director of SPTL. As a policy, we do not support

warrants to promoters, since it allows promoters to ride the stock price for an 18-month period. Nevertheless,

we support this resolution because the proposed warrants are at a premium to current market price, and the

management has committed that these will be fully subscribed by June 2018 – well before the completion of the

18-month period.

12-Mar-18 ANDHRA BANK Extra ordinary General Meeting Management To elect two shareholder directors from amongst the public shareholders of the

bank

For Abstain More details required.

12-Mar-18 ANDHRA BANK Extra ordinary General Meeting Management To issue up to 135.95 mn equity shares at an issue price of Rs. 57.97 per share,


basis


February 2018). Although existing shareholders will get diluted by 27. 2%, we believe GoI’s equity infusion is

necessary to support growth and the bank’s capital adequacy levels. Andhra Bank’s CRAR as on 31 December

2017 was 12. 17%.

13-Mar-18 BANK OF BARODA Extra ordinary General Meeting Management To issue up to 341.4 mn equity shares at an issue price of Rs. 157.46 per share,


basis

For For The issue price of Rs 157. 46 per share is at a 11. 9% premium to the current market price (Rs. 145. 6 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

2017 was 11. 55%.

15-Mar-18 INFIBEAM INCORPORATION LTD Court Convened Meeting Management Approve merger of Avenues (India) Private Limited with Infibeam Incorporation

Limited

For For Infibeam Incorporation Limited (Infibeam) proposes to merge Avenues (India) Private Limited (CC Avenue) with

itself. Infibeam currently owns a 7. 5% stake in CC Avenue, and based on its control, CCAvenues is classified as its

subsidiary. As consideration, Infibeam will issue 119. 9 mn shares of face value Re. 1 each, at a premium of Rs.

146. 8 per share amounting to Rs. 19. 2 bn. This will lead to a dilution of 18. 1% on the expanded capital. While

the consideration is high, CC Avenue has higher revenues than peers in this space and the merger will enable

Infibeam to become a ‘fully integrated one-stop e-commerce platform’ with payment gateway, supply chain

logistics, data analytics, social media marketing and an advertising platform.

15-Mar-18 STATE BANK OF INDIA Extra ordinary General Meeting Management To issue up to 292.5 mn equity shares at an issue price of Rs. 300.82 per share,


basis


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






Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




15-Mar-18 INFIBEAM INCORPORATION LTD Extra ordinary General Meeting Management Issue warrants of up to Rs. 400 mn on preferential basis to TV18 Broadcast

Limited, non-promoters

For For The company proposes to issue 2. 1 mn convertible warrants to TV18 Broadcast Limited to augment the

resources for brand building, advertisements, mergers & acquisitions, and general corporate purposes of the

company. The additional dilution on account of the preferential issue of warrants will be 0. 3% on the expanded

capital. The issue will raise ~Rs. 400. 0 mn, assuming full conversion. As the company has not disclosed the terms

of agreement with TV18 Broadcast Limited, we are marking this resolution with a T (Transparency) flag. While we

do not favour issue of warrants because only 25% of the amount is received up front. If the warrants lapse, it

may affect the company’s liquidity position as 75% of the funds earmarked for capex and other capital

requirements are forfeited. In this case, however, the warrants are being issued to non-promoters and the

conversion price of Rs. 186. 48 is at a premium of 17% over the CMP of Rs. 158. 9 on 20 February 2018. Had the

company issued options for a period of eighteen months, as per Black Scholes, the cost to the company would

have been Rs. 57. 2 mn.

15-Mar-18 SUNDARAM FINANCE LTD. Postal Ballot Management Issue of Non-Convertible Debentures upto Rs. 100 bn on private placement

basis

For For The proposed NCDs will be issued within the overall borrowing limits. SFL’s NCDs are rated CRISIL AAA/ Stable,

which denotes highest degree of safety regarding timely servicing of financial obligations.

15-Mar-18 WOCKHARDT LTD. Postal Ballot Management Approve inter-corporate transactions up to Rs.60 bn For For Wockhardt Limited as a global parent to subsidiaries in USA, UK, Switzerland, Ireland, Mexico, Russia, and other

countries is required to invest, advance loans, and provide guarantees on their behalf to third parties. These

investments, guarantees and securities are required to achieve greater financial flexibility. The inter-corporate

transactions for FY17 aggregated Rs. 22. 5 bn.

16-Mar-18 PUNJAB NATIONAL BANK Extra ordinary General Meeting Management To issue up to 334.99 mn equity shares at an issue price of Rs. 163.38 per share,


basis


price on 26 February 2018). Although existing shareholders will get diluted by 12. 1%, we believe GoI’s equity

infusion is necessary to support growth and the bank’s capital adequacy levels. Punjab National Bank’s CRAR as

on 31 December 2017 was 11. 58%.

16-Mar-18 SYNDICATE BANK Extra ordinary General Meeting Management To issue up to 375.98 mn equity shares at an issue price of Rs. 75.51 per share,


basis



infusion is necessary to support growth and the bank’s capital adequacy levels. Syndicate Bank’s CRAR as on 31


16-Mar-18 UNION BANK OF INDIA Extra ordinary General Meeting Management To issue up to 312.82 mn equity shares at an issue price of Rs. 144.62 per share,


basis



infusion is necessary to support growth and the bank’s capital adequacy levels. Union Bank of India’s CRAR as on

31 December 2017 was 11. 37%.

17-Mar-18 INFO EDGE (INDIA) LTD. Postal Ballot Management To divest equity shares of Zomato Media Private Limited (Zomato) held by

Naukri Internet Services Limited (Naukri, wholly owned subsidiary) to Alipay

Singapore Holding Pte Limited (Alipay) for atleast USD 50 mn

For For Info Edge currently holds 44. 74% shares in Zomato through Naukri. Of this, it proposes to sell 32,629 equity

shares (6. 66%) to Alipay, an entity owned by Alibaba Group, for a consideration of atleast USD 50 mn (Rs. 3. 2

bn). Zomato will also subsequently raise ~USD 150 mn (~Rs. 9. 8 bn) from the Alibaba group through a

preferential issue. Post the two transactions, Info Edge's holding in Zomato will reduce to 30. 91% from 44. 74%.

Alibaba will have ~26% stake in Zomato post the two transactions. This values Zomato at ~Rs. 50 bn and pegs the

P/S multiple at 15x. Info Edge has invested an aggregate of Rs. 4. 8 bn in Zomato till date and will get atleast Rs.

3. 2 bn for its 6. 66% stake in Zomato. The transaction will allow Zomato to raise capital, facilitate the partnership

with Alibaba and help Info Edge unlock value while retaining the company’s affiliation with Zomato.

17-Mar-18 SECURITY AND INTELLIGENCE

SERVICES (INDIA) LTD

Postal Ballot Management Issuance of Non-Convertible Debentures upto Rs.5 bn on private placement

basis

For For Non-convertible debentures (NCDs) issued on private placement basis are a significant source of borrowings for

the company. The company has a long-term credit rating of ICRA A+/Stable, which denotes adequate degree of

safety regarding timely servicing of debt obligations. The proposed issuance will be within the borrowing limit of

Rs. 15 bn.



Postal Ballot Management Approve inter-corporate transactions upto Rs.12 bn For Abstain The company is seeking shareholder approval for inter-corporate transactions upto Rs. 12 bn. The proposed

intercorporate limit is significantly higher than the outstanding transactions of Rs. 5. 3 bn. The company has not

disclosed the nature of transactions, name of recipient parties and the financial health (including interest rate on

advances) of the body corporates it may invest in. In absence of adequate information, it is not possible to assess

the impact on the company.



Postal Ballot Management Create charge on assets upto Rs.15 bn For For Secured loans have easier repayment terms, less restrictive covenants and marginally lower interest rates.

20-Mar-18 F A G BEARINGS INDIA LTD. Court Convened Meeting Management To approve scheme of amalgamation between INA Bearings India Pvt. Ltd. and

LuK India Pvt. Ltd. with Schaeffler India

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. INA Bearings and LuK India are exposed to the higher

growth segments of automobile and industrial products, which will provide higher growth opportunities to the

shareholders of Schaeffler India. 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.

20-Mar-18 G A I L (INDIA) LTD. Postal Ballot Management Issue one equity share as bonus for three equity shares of Rs.10 each held in

the company

For For The reserves and surplus of the company are ~21 times of its paid-up share capital. In line with the DIPAM

guidelines, the company is encouraged to issue bonus shares. The bonus issue will be by capitalization of Rs. 5. 6

bn from the reserves of the company. Post issuance, the equity share capital of the company will increase to Rs.

22. 6 bn comprising 2. 26 bn equity shares of Rs. 10 each. Bonus shares shall increase the liquidity of the equity

shares through higher floating stock.

21-Mar-18 ALLAHABAD BANK Extra ordinary General Meeting Management Issuance of equity shares aggregating upto Rs.15 bn to the Government of India

(GoI) on preferential basis

For For At the current market price, the Bank is likely to issue 288. 7 mn equity shares to raise Rs. 15 bn from

Government of India on preferential basis. The dilution is high in the context of the bank’s aggregate market

capitalization of around Rs. 42 bn. Although existing shareholders will get diluted by 22% (after grant of ESPS and

QIP), we believe GoI’s equity infusion is necessary to support growth and the bank’s capital adequacy levels. The

Banks CRAR as on 31 December 2017 was 11. 27%, in line with Basel III requirements.





Ballot (PB)}


Shareholder


Company's

Management

Recommendation

Vote (For/ Against/

Abstain)




21-Mar-18 ALLAHABAD BANK Extra ordinary General Meeting Management To elect three shareholder directors from amongst the public shareholders of

the bank

For Abstain More clarity required.

21-Mar-18 MINDA CORPORATION LTD. Postal Ballot Management To approve increase in authorized share capital to Rs. 692.0 mn and consequent

alteration of the capital clause in the Memorandum of Association (MoA)

For For To accommodate the issue of equity shares under resolution #2, the company proposes to increase the

authorized share capital to Rs. 692 mn from Rs. 642 mn. Consequently, the company also proposes the alteration

of the capital clause in the MOA.

21-Mar-18 MINDA CORPORATION LTD. Postal Ballot Management To raise funds upto Rs. 5.0 bn by issuance of equity shares through QIP or

foreign securities through FCCBs/GDRs/ADRs/other instruments convertible in

equity shares

For For MCL plans to raise funds for future growth by undertaking expansions or acquisitions. This may be by way of

debt and/or equity (or a combination). This is enabling resolution that gives powers to the board for a year to

raise funds after determining the form and terms of the issuance. MCL’s borrowings (including current

maturities) stood at Rs. 5. 8 bn on 31 March 2017, while the Debt-Equity ratio was ~0. 98x. The incremental

equity will enable it to maintain or improve its existing capital structure. Were MCL to raise the entire Rs. 5. 0 bn.

, at the current market price, it will have to issue ~25. 6 shares: this will result in an equity dilution of ~ 11% on

the post issue share capital. MCL must consider providing more granular details regarding the utilization of funds

it proposes to raise through the resolution.

21-Mar-18 V-GUARD INDUSTRIES LTD. Postal Ballot Management Issue of Non-Convertible Debentures upto Rs. 5 bn on private placement basis For For The proposed NCDs will be issued within the overall borrowing limit of Rs. 7. 5 bn. The company’s borrowings are

rated ICRA AA- (Double A minus).

21-Mar-18 V-GUARD INDUSTRIES LTD. Postal Ballot Management Approve qualified institutional placement of equity shares to raise upto Rs. 5 bn For For Were the company to raise the entire Rs. 5. 0 bn at the current market price of Rs. 234. 9 per share, it will need

to issue 21. 3 mn new shares: this will result in an equity dilution of ~4. 8% on the post issuance share capital.

The company wishes to have enabling approvals in place for meeting its funding requirements. The company has

disclosed plans for inorganic expansion and has also stated that it plans to introduce internet-of-things enabled

products; for which it may need to raise capital.

25-Mar-18 CYIENT LTD. Postal Ballot Management Adoption of a new set of Articles of Association (AoA) of the company

containing regulations in line with the Companies Act, 2013

For For The company proposes to adopt a new set of AoA by deleting/ amending the references to various sections and

schedules and substitute them with the provisions of the Companies Act, 2013. Further, subsequent to the sale

of entire stake of shares held in the company by certain long-term investors (First Carlyle Ventures Mauritius and

Carrier International Mauritius Limited), Part B of the AoA has been rendered redundant. The draft AoA can be

viewed on the company’s website.

25-Mar-18 CYIENT LTD. Postal Ballot Management To reduce aggregate investment limits of non-residents from 100% to 49% of

the total paid up share capital of the company

For For One of the stipulations for obtaining a license for manufacturing for the defence sector is that non-resident

shareholders should hold less than 49% of the company’s equity. Accordingly, the company has proposed to

place a cap on total non-resident shareholding.

26-Mar-18 NITIN SPINNERS LTD. Extra ordinary General Meeting Management Issue 0.67 mn equity shares on preferential basis to Redial Investment and

Trading Private Limited, a promoter group entity at Rs. 120.5 per share

For For On 14 December 2017, at the EGM, the shareholders accorded their approval to make a preferential allotment of

1. 0 mn shares (at a price of Rs. 120. 5) to promoters and promoter group entity to raise Rs. 120. 5 mn. However,

0. 67 mn shares could not be issued to Redial Investment and Trading Private Limited, as BSE Ltd. Did not grant in-

principle approval, on account of non-disclosure of ultimate beneficiary in the explanatory statement to the

shareholders resolution. The company seeks a fresh approval for issue of 0. 67 mn shares to Redial Investment

and Trading Private Limited, at Rs. 120. 5 per share. The entire preferential issue to promoters will raise another

Rs. 120. 5 mn for an equity dilution of ~1. 8%. This will help the promoters shore up their stake to 54. 2% and

help NSL strengthen its capital structure.

27-Mar-18 OIL & NATURAL GAS CORPN. LTD. Postal Ballot Management Acquisition of 51.1% stake of Hindustan Petroleum Corporation Limited from

Government of India at Rs.369.2 bn

For For With the acquisition of this stake the company’s total investments in subsidiaries, associates, joint-ventures and

other entities is likely to have increased to Rs. 888. 7 bn. Shareholders should engage with the company, to

understand the strategic nature of these investment and whether the company can either merge some of these

with itself, or divest them with the intention to streamline the company’s capital structure and operations.

Government of India’s (GoI) holding in Hindustan Petroleum Corporation Limited (HPCL) is being sold to ONGC,

but there is no effective change in ownership. HPCL will continue to be controlled by the GoI through ONGC

under the administrative control of Ministry of Petroleum and Natural Gas. Further, HPCL will operate as a

ONGC’s subsidiary with its own management, therefore the actual benefits of the acquisitions are unclear.

27-Mar-18 SUNDARAM-CLAYTON LTD. Postal Ballot Management Approve remuneration upto Rs. 9.0 mn to Venu Srinivasan, Chairperson and

Managing Director for FY18

For For Venu Srinivasan, 65, is the Chairperson and Managing Director of SCL and TVS Motors. SCL has made a net loss of

Rs. 433. 5 mn for 9M-FY18. Due to inadequate profits, his remuneration will be capped at Rs. 9. 0 mn for FY18.

27-Mar-18 SUNDARAM-CLAYTON LTD. Postal Ballot Management Approve remuneration upto Rs. 17.5 mn to Dr. Lakshmi Venu, Joint Managing

Director for FY18

For For Dr. Lakshmi Venu, 34, is the Joint Managing Director of SCL and Deputy MD of TAFE Motors and Tractors Ltd. SCL

has made a net loss of Rs. 433. 5 mn for 9M-FY18. Due to inadequate profits, her remuneration will be capped at

Rs. 17. 5 mn for FY18.

27-Mar-18 SUNDARAM-CLAYTON LTD. Postal Ballot Management Approve remuneration upto Rs. 3.0 mn to Sudarshan Venu, Joint Managing

Director for FY18

For For Sudarshan Venu, 28, is the Joint Managing Director of SCL and TVS Motors. SCL has made a net loss of Rs. 433. 5

mn for 9M-FY18. Due to inadequate profits, his remuneration will be capped at Rs. 3. 0 mn for FY18.

For Against Abstained

Q1 344 318 1 25

Q2 2443 2246 3 194

Q3 154 138 0 16

Q4 118 113 0 5

2017-2018

Summary of Votes cast during the F.Y. 2017-2018

F.Y. Quarter Total no. of

resolutions

Break-up of Vote decision