Meeting date Company Name Type of Meetings {Annual General ... · Region Manager for Asia, Middle...

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

01-Apr-16 DR. REDDYS LABORATORIES LTD. Postal Ballot Management Buyback equity shares for up to Rs.15.7 bn at a price not exceeding Rs.3500 per equity share (face value

Rs.5.0 each) via the open market route For

For

Buyback offer price represents 21% premium over the closing price on 10th Feb – date before intimation to stock exchanges;

aggregates 2.6% of equity capital and cash outflow will not exceed 40% of company’s consol cash and cash equiv as on 31st Mar

2015

02-Apr-16 BOSCH LTD. Postal Ballot Management Approve revision in remuneration of Soumitra Bhattacharya as Joint Managing Director For For Soumitra Bhattacharya, 55, was appointed as Joint MD for 4 years effective January 2013. He is also the Chief Financial Officer

of Bosch Ltd. His remuneration for 15 months ended March 2015 aggregated Rs. 31.1 mn. His proposed FY17 remuneration of

~Rs. 51.1 mn is in line with peers and is commensurate with the size and complexity of the company.

02-Apr-16 BOSCH LTD. Postal Ballot Management Approve sale of the India Starter Motors and Generators division to a subsidiary of Robert Bosch Starter

Motors Generators Holding GmbH

For For The total consideration for the proposed sale of the India Starter Motors and Generators (SG-IN) business will be Rs. 4.9

bn.Shareholders should take comfort in the fact that there is a contingent consideration which will be received by the company

in case the final sale to a third party (within 18 months) is at a higher valuation. Further, the company will retain the land of ~11

acres on which SG-IN operations are currently running.

The SG-IN business is highly dependent on the global parent for support for its business – ~35-40% of its sales are through

exports supported by the global parent. As the Bosch group proposes to form a JV or hive-off the SG-Global business, it will be

difficult to run the SG-IN business independently without the parent’s support.

03-Apr-16 HT MEDIA LTD Postal Ballot Management Transfer the Multimedia Content Management business and part of the Digital business of HT Media

Limited to HT Digital Streams Limited via a slump sale

For For Shareholders of HT Media will receive proportional benefits from a larger digitally focused entity

13-Apr-16 ACC LTD Annual General Meeting Management Adoption of accounts For Abstain Routine proposal

13-Apr-16 ACC LTD Annual General Meeting Management Ratification of interim dividend and declaration of final dividend For For Dividend for shareholders

13-Apr-16 ACC LTD Annual General Meeting Management Re-appoint Vijay Kumar Sharma as a Non-Executive Non-Independent Director For For In line with all the statutory requirements

13-Apr-16 ACC LTD Annual General Meeting Management Re-appoint SRBC & Co LLP as statutory auditors of the company for one year For Abstain Firms part of E&Y network have been auditors of the co. for more than 11 years, which is not in the spirit of the Companies Act

13-Apr-16 ACC LTD Annual General Meeting Shareholder Appoint Eric Olsen as a Non-Executive Non-Independent Director For For In line with all the statutory requirements

13-Apr-16 ACC LTD Annual General Meeting Shareholder Appoint Christof Hassig as a Non-Executive Non-Independent Director For For In line with all the statutory requirements

13-Apr-16 ACC LTD Annual General Meeting Shareholder Appoint Martin Kriegner as a Non-Executive Non-Independent Director For For In line with all the statutory requirements

13-Apr-16 ACC LTD Annual General Meeting Management Ratify remuneration of Rs. 1.1 mn for N I Mehta & Co., as cost auditors for 2016 For For In line with all the statutory requirements

13-Apr-16 ACC LTD Annual General Meeting Management Adopt a new set of Articles of Association in line with Companies Act, 2013 For For In line with all the statutory requirements

14-Apr-16 AMBUJA CEMENTS LIMITED Annual General Meeting Management Adoption of accounts. For Abstain Routine Proposal

14-Apr-16 AMBUJA CEMENTS LIMITED Annual General Meeting Management Ratification of interim dividend and declaration of final dividend. For For Dividend for shareholders

14-Apr-16 AMBUJA CEMENTS LIMITED Annual General Meeting Management Re-appoint Ms. Usha Sangwan as a Nominee Director For For In line with statutory requirements

14-Apr-16 AMBUJA CEMENTS LIMITED Annual General Meeting Management Re-appoint SRBC & Co LLP as statutory auditors of the company for one year For Abstain SRBC & Co is part of E&Y network, firms from which network have been their auditors for more than 12 years.

14-Apr-16 AMBUJA CEMENTS LIMITED Annual General Meeting Shareholder Appoint Eric Olsen as a Non-Executive Non-Independent Director For For In line with statutory requirements

14-Apr-16 AMBUJA CEMENTS LIMITED Annual General Meeting Shareholder Appoint Christof Hassig as a Non-Executive Non-Independent Director For For In line with statutory requirements

14-Apr-16 AMBUJA CEMENTS LIMITED Annual General Meeting Shareholder Appoint Martin Kriegner as a Non-Executive Non-Independent Director For For In line with statutory requirements

14-Apr-16 AMBUJA CEMENTS LIMITED Annual General Meeting Management Revise remuneration for B L Taparia as Non-Executive Director For For In line with statutory requirements

14-Apr-16 AMBUJA CEMENTS LIMITED Annual General Meeting Management Ratify remuneration of Rs. 0.6 mn for P M Nanabhoy & Co., as cost auditors for 2016 For For In line with statutory requirements

14-Apr-16 AMBUJA CEMENTS LIMITED Annual General Meeting Management Adopt a new set of Articles of Association in line with Companies Act, 2013 For For In line with statutory requirements

16-Apr-16 INFO EDGE (INDIA) LIMITED Postal Ballot Management Approve Info Edge Employees Stock Option Scheme 2015 (ESOP 2015) under which 4 mn stock-based

instruments will be granted over the next five yearsFor For Under ESOP 2015, a maximum of 4 mn stock based instruments (ESOPs/ SARs/ RSUs) are to be granted over a period of atleast 5

years. Out of these, upto 3.6 mn will be convertible to equity shares, which will result in a dilution of ~2.9%. Although the

exercise price has not been mentioned in the resolution, management has confirmed that stock options will likely be issued at

market price

16-Apr-16 INFO EDGE (INDIA) LIMITED Postal Ballot Management Approve extending benefits of Info Edge Employees Stock Option Scheme 2015 to the employees of

subsidiariesFor For The company requires shareholder approval in a separate resolution to extend the ESOP 2015 benefits to the employees of

subsidiaries

16-Apr-16 INFO EDGE (INDIA) LIMITED Postal Ballot Management To approve funding the Info Edge Employees Stock Option Plan Trust For For The loan will be upto 5% of the aggregate of the paid-up share capital and free reserves.

19-Apr-16 CRISIL Annual General Meeting Management Adoption of financial statements for the year ended 31 December 2015 For For Routine Resolution

19-Apr-16 CRISIL Annual General Meeting Management Declaration of Dividend For For Routine Resolution

19-Apr-16 CRISIL Annual General Meeting Management Re-appointment of Mr. Yann Le Pallec, who retires by rotation and being eligible, seeks re-appointment For For Reappointment

19-Apr-16 CRISIL Annual General Meeting Management To ratify the appointment of S. R. Batliboi & Co. LLP, as Statutory Auditors of the Company For For Routine Resolution

19-Apr-16 CRISIL Annual General Meeting Shareholder Appointment of Mr. John Francis Callahan Jr. as a Non-Executive Director, liable to retire by rotation For For Reappointment

19-Apr-16 DISHMAN PHARMACEUTICALS Postal Ballot Management Increase authorised share capital For For Company intends to give bonus issue on equity shares in the ratio of 1:1

19-Apr-16 DISHMAN PHARMACEUTICALS Postal Ballot Management Alter the Capital Clause of the Memorandum of Association For For Required for issue of bonus shares as mentioned in point 1 above

19-Apr-16 DISHMAN PHARMACEUTICALS Postal Ballot Management Issue of bonus shares in the ratio of 1:1 through capitalization of securities premium account and/or

general reservesFor For Bonus issue would help increase liquidity in the stock and allow more small investors to invest in the company

20-Apr-16 STRIDES SHASUN LIMITED Postal Ballot Management Approve Strides Shasun Employee Stock Option Plan 2016 (ESOP 2016) under which 3.0 mn stock

options will be issued at a maximum discount of 25% to market priceFor For The stock options would result in a dilution of 3% for existing shareholders but would align management interest to

shareholders. Vesting period of options is over 3 years and management has confirmed employee expenses / revenues would

remain within the limit of 17%, inline with other peers in the industry

20-Apr-16 STRIDES SHASUN LIMITED Postal Ballot Management Approve the grant of stock options to the employees of subsidiaries under ESOP 2016 For For Required for grant of stock options mentioned in point 1 above

22-Apr-16 ICICI BANK LTD Postal Ballot Shareholder Appointment of Mr. M. K. Sharma as an Independent Director For For His appointment is in line with all the statutory requirements.

22-Apr-16 ICICI BANK LTD Postal Ballot Management Appointment of Mr. M. K. Sharma as a Non-Executive (part-time) Chairman For For MK Sharma’s appointment is in line with all statutory requirements. The proposed remuneration of Rs 3.0 mn per annum is in

line with remuneration paid to his peers in other private sector banks.

22-Apr-16 ICICI BANK LTD Postal Ballot Shareholder Appointment of Ms. Vishakha Mulye as Director For For Vishakha Mulye is the Head of Wholesale Banking Group of the Bank. Her appointment is in line with all the statutory

requirements.

22-Apr-16 ICICI BANK LTD Postal Ballot Management Appointment of Ms. Vishakha Mulye as Whole Time Director For For To appoint Vishakha Mulye as Whole Time Director for a period of five years from 19 January 2016 and fix the terms of

remuneration

22-Apr-16 ICICI BANK LTD Postal Ballot Management Amendment to Employee Stock Option Scheme For For Routine resolution

22-Apr-16 JET AIRWAYS LTD Court Meeting Management Approve merger of Jet Lite (wholly owned subsidiary) with Jet Airways For For The merger will lead to a simplified operating and holding structure. There will be no impact on the consolidated financials of

the company.

26-Apr-16 ABB LTD Annual General Meeting Management Adoption of financial statements for the year ended 31 December 2015 For For Routine business resolution

26-Apr-16 ABB LTD Annual General Meeting Management To declare final dividend of Rs. 3.7 per equity share (face value Rs.2) For For Routine business resolution

26-Apr-16 ABB LTD Annual General Meeting Management Ratify the appointment of S R Batliboi & Associates LLP as statutory auditors for 2016 For For In line with statutory requirement

Details of Proxy Voting Excercised by Birla Sun Life Asset Management Company Limited during F.Y. 2016-17

BIRLA SUN LIFE MUTUAL FUND

Page 1

26-Apr-16 ABB LTD Annual General Meeting Management Appoint Frank Duggan as Non-Executive Non-Independent Director For For Frank Duggan is the Chairman of the company. He has been associated with the ABB Group for 32 years. Currently, he is the

Region Manager for Asia, Middle East and Africa (AMEA) region and a member of executive committee of ABB Group. His

appointment is in line with the statutory requirements.

26-Apr-16 ABB LTD Annual General Meeting Management Appoint Sanjeev Sharma as Director For For Sanjeev Sharma is being appointed as Managing Director of the company. Prior to his appointment as Managing Director, he

was Global Managing Director for the Low Voltage Systems business unit at Malaysia. His appointment is in line with the

statutory requirements.

26-Apr-16 ABB LTD Annual General Meeting Management Appoint Sanjeev Sharma as Managing Director for a period of three years with effect from 1 January

2016 and fix his remunerationFor For Sanjeev Sharma, 50, had joined ABB in 1990. The company proposes to appoint him as the Managing Director of the company

for three years with effect from 1 January 2016. The company proposes to pay him a maximum remuneration of around Rs.51.1

mn. In addition, he is entitled to perquisites. The proposed remuneration is in line with that of peers and commensurate with

the size and complexity of the business.

26-Apr-16 ABB LTD Annual General Meeting Management Ratify remuneration of Rs. 3.3 mn (plus service tax and out of pocket expenses) for Ashwin Solanki &

Associates, as cost auditors for 2016

For For The board has approved the appointment of Ashwin Solanki & Associates as cost auditors

for the year ended 31 December 2016 on a total remuneration of Rs. 3.3 mn plus applicable

service tax and out of pocket expenses.

The total remuneration proposed to be paid to the

cost auditors in 2016 is reasonable compared to the size and scale of operations of the Company.

27-Apr-16 SIEMENS Postal Ballot Management Sale and transfer of the Healthcare Undertaking by way of a slump sale to Siemens Healthcare Pvt. Ltd., a

subsidiary of Siemens AG w.e.f. 1 July 2016For For Siemens Ltd. seeks shareholder approval for the sale and transfer of its healthcare business (SLHC) for a consideration of Rs

30.5 bn to a subsidiary of Siemens AG. The transaction is subject to minority shareholders’ approval (51% of minority investors).

The company will distribute 50% of sale proceeds as special dividend.

This transaction follows Siemens AG’s global strategy to operate healthcare under a separately-managed company. Key

rationales given by the management are

(1) limited value addition by healthcare segment reflected in 85% of imported products /components

(2) requirement of significant investments in R&D (to develop value products for high growth Tier II/III cities) and localization

(to cater to increased government spending)

(3) Limited synergies between healthcare and other core industrial segments.

The healthcare business is heavily dependent on parent for imports (85% of sales) and is margin dilutive (SLHC generated an

EBIT margin of 4.7% as against 7.2% for Siemens Ltd. as a whole).

Based on the EBIT multiple (of the healthcare business and Siemens Ltd. as a whole) we believe that the valuation is fair and

recommend voting FOR the transaction.

27-Apr-16 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 31.12.2015For For Routine Resolution

27-Apr-16 FAG BEARINGS INDIA LTD Annual General Meeting Management To declare dividend of Rs 10 per equity share of face value Rs 10 For For Good practice to share profits with share holders

27-Apr-16 FAG BEARINGS INDIA LTD Annual General Meeting Management Re-appoint Avinash Gandhi as a Non-Executive Non-Independent Director For For His reappointment is in line with all the statutory requirements.

27-Apr-16 FAG BEARINGS INDIA LTD Annual General Meeting Management Re-appoint Dietmar Heinrich as a Non-Executive Non-Independent Director For For His reappointment is in line with all the statutory requirements.

27-Apr-16 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.

27-Apr-16 FAG BEARINGS INDIA LTD Annual General Meeting Management Approve related party transactions upto Rs. 6.4 bn with Schaeffler Technologies AG & Co. KG for 2016

and with an annual increment of 25% in the futureFor For The transactions are in the ordinary course of business and at arm’s length.

27-Apr-16 FAG BEARINGS INDIA LTD Annual General Meeting Management Ratify remuneration of Rs. 0.1 mn for Y S Thakar & Co., as cost auditors for 2016 For For The board has approved the appointment of Y S Thakar & Co. as cost auditors for the year ended 31 December 2016 on a total

remuneration of Rs. 0.1 mn plus applicable taxes and out-of-pocket expenses.

The total remuneration proposed to be paid to the cost auditors in 2016 is reasonable compared to the size and scale of

operations.

27-Apr-16 FAG BEARINGS INDIA LTD Annual General Meeting Management Approve payment of remuneration to Non-Executive Directors For For The proposed commission is reasonable compared to the size and complexity of the firm. Further, the company has capped the

absolute amount of commission payable to Non-Executive Directors.

29-Apr-16 Sanofi India Ltd Annual General Meeting Management To receive, consider and adopt the financial statements of the Company for the year ended 31st

December 2015

For For Routine Resolution

29-Apr-16 Sanofi India Ltd Annual General Meeting Management Approve Interim Dividend and Final Dividend (including 2 one-time special dividiends) for the year

ended 31st December 2015.


29-Apr-16 Sanofi India Ltd Annual General Meeting Management Ratify the appointment of M/s. S R B C & CO. LLP as Statutory Auditors of the Company

and fix their remuneration

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

29-Apr-16 Sanofi India Ltd Annual General Meeting Management Appoint M/s. N. I. Mehta & Co., Cost Accountants, to conduct the audit of the cost accounts maintained

by the Company and fix their renumeration

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

29-Apr-16 Sanofi India Ltd Annual General Meeting Shareholder Re-appoint Mr. J. Silvestre, who was appointed a Director of the company with effect from 21st July

2015 pursuant to the casual vacancy For For Reappointment is in-line with Companies Act, 2013

29-Apr-16 Sanofi India Ltd Annual General Meeting Management Re-appointment of Dr. S. Ayyangar as Managing Director

of the Company for a period of five years with effect from 25th October 2015 and to fix his

remuneration

For For Reappointment is in line with Companies Act & his renumerations is in line with industry peers

29-Apr-16 Sanofi India Ltd Annual General Meeting Management Appointment of Mr. N. Rajaram

as a Wholetime Director of the Company for a period of five years from 21st October 2015 and fix his

remuneration

For For Appointment is in line with Companies

29-Apr-16 Sanofi India Ltd Annual General Meeting Management Appointment of Mr. L. Guerin as a whole time director of the Company for a period of five years from

21st October 2015 and to fix his receiving remuneration

For For Appointment is in line with Companies Act

29-Apr-16 Sanofi India Ltd Annual General Meeting Management Appointment of Mr. A. Sood as a Wholetime Director of the Company for a period of five years from

21st October 2015 and to fix his remuneration


29-Apr-16 Sanofi India Ltd Annual General Meeting Shareholder Appointment of Mr. Aditya Narayan as independent director for a term of five years from 30th April

2016 upto 29th April 2021 and whose office shall not be liable to retire by rotation


29-Apr-16 Sanofi India Ltd Annual General Meeting Shareholder Appointment of Ms. Usha Thorat as independent director of the Company to hold office for a term of

five years from 30th April 2016 upto 29th April 2021 and whose office shall not be liable to retire by

rotation.


29-Apr-16 Sanofi India Ltd Annual General Meeting Management Adopt the Articles of Association of the Company in substitution to existing one For For Required as per new Companies Act 2013

29-Apr-16 Sanofi India Ltd Annual General Meeting Management Approval to grant a loan upto Rs.3300 million to Shantha Biotechnics Private Limited, a 'Related Party' as

defined under Section 2 (76) of the Companies Act, 2013 and the SEBI LODR upto 15th April 2017 or

such further period of time as may be decided by the Board of Directors and at interest rate of 9.5% per

annum or such rate of interest as may be decided by the Board of Directors from time to time based on

the approval of the Audit Committee and on such other terms and conditions as may be mutually agreed

upon between the Company and Shantha Biotechnics Private Limited.

For For Company’s dividend payout is 50% and cash on balance sheet is healthy at Rs 450 cr. Besides, the interest rates on said loan is at

determined at market determined rates which would have accrued on any other investment

Page 2

29-Apr-16 TORRENT PHRMACEUTICALS LTD. Postal Ballot Management Issue of securities including convertible bonds/debentures through qualified institutional placement

(QIP) and/or depository receipts (DR) or any other mode for an amount not exceeding Rs.30.0 bn

For For Company proposes to raise an amount not exceeding Rs 30 bln through issue of securities to fund inorganic growth

opportunities and other regular business requirements. At current price, would lead to a dilution of 11% for existing

shareholders

29-Apr-16 TORRENT PHRMACEUTICALS LTD. Postal Ballot Management Issue redeemable non-convertible debentures/bonds aggregating Rs.75.0 bn (subject to the overall

borrowing limit) via private placement

For For Company intends to use these funds in case they get an appropriate acquisition target to expand its business in offshore

markets

05-May-16 CASTROL INDIA Annual General Meeting Management Adoption of financial statements for the year ended 31 December 2015 For For Routine Resolution

05-May-16 CASTROL INDIA Annual General Meeting Management Ratification of interim dividend and declaration of final dividend For For Good for equity share holders

05-May-16 CASTROL INDIA Annual General Meeting Management Reappoint Jayanta Chatterjee as Director For For Jayanta Chatterjee is the Director – Supply Chain of the company. His reappointment is in line with the statutory requirements.

05-May-16 CASTROL INDIA Annual General Meeting Management Reappoint Ms. Rashmi Joshi as Director For For Helps in continuity of operations

05-May-16 CASTROL INDIA Annual General Meeting Management Reappointment of SRBC & Co LLP as statutory auditors for 2016 For For Philip Olivier is President of Engie (erstwhile GDF Suez) and a nominee Director of GDF International on the Petronet LNG’s

board. In line with requirements.

05-May-16 CASTROL INDIA Annual General Meeting Management Ratify remuneration of Rs. 0.3 mn (plus service tax and out of pocket expenses) for Kishore Bhatia &

Associates, as cost auditors for 2016For For The board has approved the appointment of Kishore Bhatia & Associates as cost auditors for the year ended 31 December 2016

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 2016 is reasonable compared to the size and scale of the

Company.

05-May-16 CASTROL INDIA Annual General Meeting Management Appoint Omer Dormen as Director For For Omer Dormen is being appointed as the Managing Director of the company. Omer Dormen has been with Castrol/ BP for over

30 years. Prior to his appointment as Managing Director, he was Castrol Cluster Director for Russia, Turkey, Central Asia and

Nordics region. He will be based out of India. His appointment is in line with the statutory requirements.

05-May-16 CASTROL INDIA Annual General Meeting Management Appoint Omer Dormen as Managing Director for a period of three years with effect from 12 October

2015 and fix his remuneration

For For His remuneration is expected to range between Rs.58.8 mn and Rs.69.1 mn, which is commensurate with the size of the

business and with industry peers.

05-May-16 CASTROL INDIA Annual General Meeting Management Redesignate Ravi Kirpalani as Whole-time Director from 12 October 2015 to 31 December 2015 and

ratify his remuneration

For For Castrol had appointed Ravi Kirpalani as the Managing Director and fixed his remuneration in 2014 AGM for a period of five years

from 27 April 2013. The remuneration is in line with that of peers.

05-May-16 CASTROL INDIA 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 Castrol 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.

07-May-16 AXIS BANK LTD Postal Ballot Management Re-appointment of Dr. Sanjiv Misra as the Non-Executive Chairman For For Reappointment

07-May-16 AXIS BANK LTD Postal Ballot Management Alteration of Articles of Association For For Business purpose

11-May-16 ESSEL PROPACK LTD Court Meeting Management Resolution pursuant to provisions of Sections 391 to 394 read with Section 100 to 103 and applicable

provisions of the Companies Act, 1956 and the Companies, Act 2013 read with relevant Rules and

Regulation 44 of SEBI LODR Regulations (erstwhile Clause 35B of the Listing Agreement) and SEBI

Circulars and under relevant provisions of applicable law for approval of the Scheme of Amalgamation

and Arrangement of Whitehills Advisory Services Private Limited and Essel Propack Limited and their

respective shareholders.

For For No concern has been identified regarding the proposed Scheme of Amalgamation and Arrangement of Whitehills Advisory

Services Private Limited and Essel Propack Limited.

12-May-16 NESTLE INDIA Annual General Meeting Management To receive, consider and adopt the Financial Statements of the Company for the year ended 31st

December, 2015 including audited Balance Sheet as at 31st December, 2015 and the Statement of Profit

and Loss for the year ended on that date and the Reports of the Board of Directors and Auditors

thereon.

For Abstain Board best positioned to decide

12-May-16 NESTLE INDIA Annual General Meeting Management To declare final dividend and confirm the two interim dividends For For Good Policy to share profits with shareholders.

12-May-16 NESTLE INDIA Annual General Meeting Management Aappoint a Director in place of Mr. Shobinder Duggal (DIN 00039580), who retires by rotation and being

eligible offers himself for re-appointment

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

12-May-16 NESTLE INDIA Annual General Meeting Management To re-appoint M/s. A.F.Ferguson & Co., Chartered Accountants (ICAI Registration No.112066W) as

statutory auditors of the Company and fix their

remuneration


12-May-16 NESTLE INDIA Annual General Meeting Management Ratification of the remuneration amounting to ₹ 1,75,000 be paid of the M/s. Ramanath Iyer & Co., Cost

Auditor for Financial Year ending 31st Dec 2016.For Abstain Board best suited; remuneration in line with industry

12-May-16 NESTLE INDIA Annual General Meeting Shareholder Approval for appointment of Dr. Rakesh Mohan (DIN: 02790744) as an Independent Non-Executive

Director.For For Compliant with law and no governance issue identified.

12-May-16 ITD CEMENTATION INDIA LTD Annual General Meeting Management Adoption of financial statements for the year ended 31 December 2015 For For As per policy

12-May-16 ITD CEMENTATION INDIA LTD Annual General Meeting Management Reappointment of Pathai Chakornbundit as Director For For Good Candidature

12-May-16 ITD CEMENTATION INDIA LTD Annual General Meeting Management Ratify appointment of Walker Chandiok & Co as statutory auditors and to fix their remuneration For For The tenure of the statutory auditor is less than 10 years, which is in line with the provisions of the Companies Act, 2013.

12-May-16 ITD CEMENTATION INDIA LTD Annual General Meeting Shareholder Appointment of Piyachai Karnasuta as Director For For Piyachai Karnasuta is Executive Vice President, Italian Thai Development Public Company Ltd. (Promoter). His appointment is in

line with statutory requirements.

12-May-16 ITD CEMENTATION INDIA LTD Annual General Meeting Management Ratify remuneration of Rs. 0.4 mn (plus service tax and out of pocket expenses) to Suresh Damodar

Shenoy, as cost auditors for 2016

For For Proposed remuneration to be paid to the cost auditors in 2016 is reasonable commensurate with the size and scale of

operations of the Company.

12-May-16 ITD CEMENTATION INDIA LTD Annual General Meeting Management Approve payment of commission to non-executive directors upto 1% of net profits, subject to a

maximum of Rs. 0.5 mn per annum per director, commencing 1 January 2016 for period of five yearsFor For In 2016, and for another four years, the company proposes to pay commission to its non-executive directors at a maximum of

Rs. 0.5 mn per annum per director. In 2014 and 2015, no commission was paid due to inadequacy of profits.

12-May-16 ITD CEMENTATION INDIA LTD Annual General Meeting Management Reappoint Adun Saraban as Managing Director for three years with effect from 1 January 2016 and fix

his remuneration

For For Adun Saraban, 56, is the Managing Director of the company and has been the Managing Director since 2010. He has over 34

years of experience in civil engineering and project construction management. His remuneration in 2015 aggregated Rs. 9.5 mn,

which was ~15x the median employee salary.

17-May-16 MAHINDRA CIE AUTOMOTIVE LTD Annual General Meeting Management a. Adoption of standalone financial statements for the year ended 31 December 2015 b. Adoption of

consolidated financial statements for the year ended 31 December 2015For For Routine Resolution

17-May-16 MAHINDRA CIE AUTOMOTIVE LTD Annual General Meeting Management Re-appoint Hemant Luthra as Director For For His re-appointment is in line with the statutory requirements.

17-May-16 MAHINDRA CIE AUTOMOTIVE LTD Annual General Meeting Management Re-appoint Jesus Maria Herrera Barandiaran as Director For For His re-appointment is in line with the statutory requirements.

17-May-16 MAHINDRA CIE AUTOMOTIVE LTD Annual General Meeting Management Re-appoint B. K. Khare & Co as statutory auditors for one year For Abstain B. K. Khare & Co have been the auditors of Mahindra Forgings (prior to the merger and formation of Mahindra CIE) for the past

eleven years

17-May-16 MAHINDRA CIE AUTOMOTIVE LTD Annual General Meeting Management Approve remuneration for Dhananjay Joshi & Associates, as cost auditor for 16 For For The total remuneration proposed to be paid to the cost auditors in FY16 is reasonable compared to the size and scale of

operations.

21-May-16 MphasiS Limited Postal Ballot Management To approve a five-year agreement for operational transactions with Hewlett

Packard Enterprise Co (HPE), its subsidiaries and associates (related parties)For For MphasiS’ ownership is changing hands – Blackstone proposed to acquire a large part of

HPE’s stake in MphasiS. But the transaction is hinged on shareholders approving the

proposed agreement. The proposed agreement between MphasiS and HPE is largely

operational in nature, and carries a minimum revenue commitment of USD 990 mn over a

five-year period (Rs.13.1 bn annually). Moreover, the nature of transactions proposed under the agreement are all operational

in nature

24-May-16 ASIAN PAINTS LIMITED Postal Ballot Management Keep the register of members and other documents at the office of the Register and Transfer Agents 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

27-May-16 JUST DIAL LIMITED Postal Ballot Management Add new business lines to the Main Object Clause of the Memorandum of Association (MoA) For For The proposed business is related to the existing business and will help in better utilization of the company’s assets and

resources.

Page 3

31-May-16 BHARAT PETROLEUM CORPORATION LTD Postal Ballot Management To increase the Foreign Institutional Investor (FII) investment limit in the company from 24% to 49% of

the paid-up equity share capital

For For Presently, FII’s hold 21.2% of the company’s paid-up equity share capital. Their shareholding is nearing the optimum limit of

24%. The company seeks to increase this limit to 49% of its paid-up equity share capital. The increased shareholding limit for FIIs

in a company normally results in enhanced

01-Jun-16 DEVELOPMENT CREDIT BANK Annual General Meeting Management Adoption of the Audited Balance Sheet, the Profit & Loss Account and the Reports of the Directors and

Auditors thereon for the financial year ended at March 31, 2016.


01-Jun-16 DEVELOPMENT CREDIT BANK Annual General Meeting Management Appointment of the Statutory Auditors of the Bank For For Routine resolution

01-Jun-16 DEVELOPMENT CREDIT BANK Annual General Meeting Management Re-appointment of Mr. Nasser Munjee as a Director of the Bank For For Reappointment

01-Jun-16 DEVELOPMENT CREDIT BANK Annual General Meeting Management Raising of Funds by issue of bonds/ debentures/ securities on Private Placement basis. For For Routine Resolution

01-Jun-16 DEVELOPMENT CREDIT BANK Annual General Meeting Management Ratification of Bonus paid to the Managing Director & Chief Executive Officer for FY 2014-15 For For Good performance, bonus payment is not excessive.

03-Jun-16 CROMPTON GREAVES CONSUMER ELECTRICALS LTD Postal Ballot Management To increase the borrowing limit of the company from Rs.15 bn to Rs.18 bn For For Routine business resolution- Increasing limit to meet capital requirement of business.

03-Jun-16 CROMPTON GREAVES CONSUMER ELECTRICALS LTD Postal Ballot Management To provide charge on borrowings For For In line with statutory requirement

03-Jun-16 CROMPTON GREAVES CONSUMER ELECTRICALS LTD Postal Ballot Management To issue non-convertible debentures upto Rs.7 bn on private placement basis For For In line with statutory requirement

04-Jun-16 YES BANK LTD Postal Ballot Management Increase in Authorised Share Capital For For Routine Resolution

04-Jun-16 YES BANK LTD Postal Ballot Management Amendments to the Main Objects and other Clauses of the Memorandum of Association of the

Company

For For The Company is seeking an enabling approval from the shareholders to pursue activities which are currently not incorporated in

the object clause of the Company. Although the Company has disclosed the altered text of the MoA in the resolution and also

uploaded the draft of new MoA on its website

04-Jun-16 YES BANK LTD Postal Ballot Management Amendments to Articles of Association of the Company For For Pursuant to various enactment / amendments in Corporate Laws viz., the Companies Act, 2013, the Banking Regulation Act,

1949 and various SEBI Regulations, the Company proposes to amend its existing Articles in a manner to ensure conformity with

present legislation. A draft of the new set of AoA has duly been placed on the website of the Company. The Company have also

annexed a statement containing comparative analysis of the old and new Articles with the Notice of the Postal Ballot for the

shareholders. No major concerns have been identified.

04-Jun-16 BRITANNIA INDUSTRIES LTD Court Meeting Management Scheme of amalgamation For For Simple scheme of amalgamation where in Daily Gourmet is being merged with parent. No major implication.

06-Jun-16 BHARAT FINANCIAL INCLUSION LTD Postal Ballot Management Approval for change of the Company’s existing name ‘SKS Microfinance Limited’ to ‘Bharat Financial

Inclusion Limited’ & consequent alterations in the Memorandum of Association and Articles of

Association of the Company.

For For Compliant within law, no concern identified

06-Jun-16 RELIANCE INFRASTRUCTURE LTD Court Meeting Management Approve transfer of the power generation business and windmill division to Reliance Electric Generation

and Supply Private Ltd. (REGSPL), wholly owned subsidiary, for an aggregate cash consideration of Rs.

62.9 bn

For Abstain The company has clarified that the total enterprise valuation for the business has been assigned at ~Rs. 120 bn. This translates

into EV/Sales multiple of ~1.5x, which is in line with peers. However the fund raising aspects are hinged on several uncertainties,

which depends on co strategy, we are unsure of.

07-Jun-16 YES BANK LTD Annual General Meeting Management Adoption of standalone and consolidated financial statement for the year ended March 31, 2016 For For Routine Resolution

07-Jun-16 YES BANK LTD Annual General Meeting Management Approval of dividend on equity shares For For Routine Resolution

07-Jun-16 YES BANK LTD Annual General Meeting Management Appoint a director in place of Mr. M. R. Srinivasan (DIN: 00056617), who retires by rotation and being

eligible, offers himself for re-appointment.

For For Reappointment

07-Jun-16 YES BANK LTD Annual General Meeting Management Appointment of M/s. B. S. R. & Co. LLP., Chartered Accountants as Auditors and fixation of remuneration

thereofFor For Routine Resolution

07-Jun-16 YES BANK LTD Annual General Meeting Shareholder Approval for appointment of Mr. Ajai Kumar (DIN- 02446976) as a Director, liable to retire by rotation For For The Bank is proposing appointment of Mr. Ajai Kumar as a Non-Executive Director on the Board. The said appointment is made

on account of Mr. Kumar having requisite experience / expertise required under Section 10A (2) of the Banking Regulation Act,

1949.

07-Jun-16 YES BANK LTD Annual General Meeting Shareholder Approval for appointment of Mr. Ashok Chawla (DIN- 00056133) as an Independent Director. For For The Bank is proposing appointment of Mr. Ashok Chawla as an Independent Director on the Board for a term of 5 years. The

appointment is in compliance with Section 10A (2) of the Banking Regulation Act, 1949.

07-Jun-16 YES BANK LTD Annual General Meeting Management Approval for revision in the remuneration of Ms. Radha Singh (DIN - 02227854), Non-Executive Part-

Time Chairperson of the Bank, in terms of the RBI approval, effective from November 1, 2015

For For No concerns have been identified for the increase in remuneration of Ms. Radha Singh. As the same has already been approved

by the Reserve Bank of India

07-Jun-16 YES BANK LTD Annual General Meeting Management Payment of profit based commission to Non-Executive Directors except the Chairperson with respect to

profits earned for each year commencing from 1st April, 2015: a) Not exceeding in aggregate, 1 % of net

profits, or b) ₹ 10 lakhs for each of the Director, whichever is lower.

For For The Bank is seeking shareholders’ approval to pay profit based commission to its Non-Executive Directors (except the

Chairperson). The resolution is in line with the RBI guideline for payment of commission to NEDs.

07-Jun-16 YES BANK LTD Annual General Meeting Management Issue of securities aggregating up to USD 1 Billion or its Indian Rupee equivalent provided that the

aggregate amount shall not result in increase of the subscribed equity share capital by more than 15% of

the then issued subscribed equity.

For For Positive for capital ratios and business growth

07-Jun-16 YES BANK LTD Annual General Meeting Management Issuance of Debt securities by way of Private Placement for an amount up to ₹ 10,000 crores. For For The Bank has disclosed that it intends to issue debt securities including but not limited to non-convertible debentures and

bonds.

07-Jun-16 RAYMOND LIMITED Annual General Meeting Management Adoption of financial statements (standalone and consolidated) for the year ended 31 March 2016 For For Mandatory & Routine Resolution

07-Jun-16 RAYMOND LIMITED Annual General Meeting Management To declare final dividend of Rs.3.0 per equity share (FV Rs. 10) For For The dividend payout ratio for FY16 is 27%.

07-Jun-16 RAYMOND LIMITED Annual General Meeting Management Reappoint Nawaz Gautam Singhania as Director For For Nawaz G Singhania belongs to the promoter group and was appointed to the board in 2014. We observe that she has attended

50% of the meeting in FY16 and 100% in FY15

07-Jun-16 RAYMOND LIMITED Annual General Meeting Management Reappoint Dalal & Shah as statutory auditors for one year and fix their remuneration For Abstain Dalal & Shah have been Raymond’s statutory auditors for the past 14 years. Their reappointment is not in line with the spirit of

Section 139 of the Companies Act 2013.

07-Jun-16 RAYMOND LIMITED Annual General Meeting Management Ratify payment of remuneration to cost auditors, R. Nanabhoy & Co. for FY17 For For Remuneration of Rs. 350,000 to cost auditors for FY17 is reasonable compared to the size and scale of operations

07-Jun-16 RAYMOND LIMITED Annual General Meeting Management Approve private placement of securities upto Rs. 7.5bn by way of issuance of Non-Convertible

Debentures (NCDs)/bonds/other instrumentsFor For Company’s credit protection measures are at moderate. The company’s long term credit facilities are rated CARE AA denoting

high degree of safety with respect to timely servicing of financial obligations

07-Jun-16 STATE BANK OF BIKANER AND JAIPUR Annual General Meeting Management Adoption of Accounts for the year ended 31 March 2016 For For Routine Resolution

10-Jun-16 BHARTI INFRATEL LIMITED Postal Ballot Management Buyback of equity shares upto Rs.20 bn For For Buyback will increase the earnings per share and improve the return on capital employed and return of networth of the

company.

11-Jun-16 Talwalkars Better Value Fitness Postal Ballot Shareholder To appoint Mrunalini Deshmukh as an Independent Director for a period of five years from 5 November

2015For For Mrunalini Deshmukh is a practicing lawyer with expertise in family matters. She had been appointed as a non-independent,

non-executive director at the 2015 AGM. Appointment is in line with statutory requirements.

11-Jun-16 Talwalkars Better Value Fitness Postal Ballot Management To increase the borrowing limit from Rs.3.5 bn to Rs.6.0 bn For For Enabling approval for borrowing just in case they have some fund requirement during the year.

11-Jun-16 Talwalkars Better Value Fitness Postal Ballot Management Creation of mortgage/ charge on the assets of the company up to Rs. 6.0 bn For For Security for debt raising which helps to get better Interest rates.

11-Jun-16 Talwalkars Better Value Fitness Postal Ballot Management To issue Non-Convertible Debentures up to Rs. 1.25 bn on private placement basis For For NCD will be within the Overall limit of 600cr.

13-Jun-16 VEDANTA LIMITED Postal Ballot Management To increase the limit of inter-corporate transactions (invest, give loans and advances, provide

guarantees, give securities) to Rs.800.0 bn from Rs.600 bnFor For Required for business purposes

14-Jun-16 MINDTREE LIMITED Court Meeting Management Approve merger of Discoverture Solutions LLC and Relational Solutions Inc (wholly-owned subsidiaries)

with Mindtree Limited

For For The merger will enable the company to simplify its holding structure, expand its customer base and improve its operational

efficiency and economic management

16-Jun-16 REPCO HOME FINANCE LIMITED Postal Ballot Management Re-appoint R. Varadarajan as a Managing Director for a period of Three (3) months For For Reappointment, Appointment compliant with Law

16-Jun-16 REPCO HOME FINANCE LIMITED Postal Ballot Management Re-appoint R. Varadarajan as a Managing Director for a period of Three (3) Years For For Reappointment, Appointment compliant with Law

Page 4

17-Jun-16 ESSEL PROPACK LTD Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For For Routine and mandatory resolution.

17-Jun-16 ESSEL PROPACK LTD Annual General Meeting Management To declare final dividend of Rs. 2.2 per equity share (face value Rs.2.0) For For Essel Propack has proposed a final dividend of Rs. 2.2 per equity share. Dividend payout ratio for FY16 is 35.9%.

17-Jun-16 ESSEL PROPACK LTD Annual General Meeting Management Reappoint Atul Goel as Non-Executive Non-Independent Director For For Atul Goel was first appointed to the board in FY15 AGM. He retires by rotation, and his reappointment is in line with the


17-Jun-16 ESSEL PROPACK LTD Annual General Meeting Management Ratification of MGB & Co LLP as statutory auditors for FY17 For Abstain MGB & Co LLP have been EPL’s statutory auditors for the past 18 years. The ratification does not follow the spirit of Section 139

of the Companies Act 2013.

17-Jun-16 ESSEL PROPACK LTD Annual General Meeting Management Approve remuneration of Rs. 0.1 mn (plus applicable taxes and out of pocket expenses) for R. Nanabhoy

and Co as cost auditors for FY17For For The total remuneration proposed to be paid to the cost auditors in FY17 is reasonable compared to the size and scale of

operations of the company.

17-Jun-16 ESSEL PROPACK LTD Annual General Meeting Management Approve remuneration to Ashok Goel, Vice Chairman and Managing Director, for a period from 21

October 2016 to 20 October 2018For For In FY16, the ratio of his remuneration (Rs.71.2 mn) to median was 291.6. Even though his proposed remuneration is high as a

percentage of profit (6.2% of FY16 standalone PAT), the absolute amount of remuneration paid is adequate relative to the size

of the company and in line with peers in industry.

17-Jun-16 ESSEL PROPACK LTD Annual General Meeting Management Keep the registers of members, copies of returns at the registered office of the company or other place

as authorized by the board

For For The company has to change its RTA due to the SEBI order against Sharepro. Through this resolution, the company seeks to keep

the documents at the registered office of the company. The Board will be authorized to keep the relevant documents at other

place as may be permitted for administrative convenience

17-Jun-16 TATA CONSULTANCY SERVICES LTD. Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For Abstain Routine proposal.

17-Jun-16 TATA CONSULTANCY SERVICES LTD. Annual General Meeting Management Declaration of final dividend and confirmation of interim dividend . For For For FY16, TCS has paid Rs 16.5 per share as interim dividend and proposes Rs 27.0 per share as final dividend. Total dividend for

FY16 amounts to Rs 43.5 per share and a payout ratio of 44.7%. The total dividend outflow will amount to Rs. 102.2 bn

(including dividend tax). TCS has paid over 35% of its net profit as dividend in each of the past three years.

17-Jun-16 TATA CONSULTANCY SERVICES LTD. Annual General Meeting Management Reappointment of Ishaat Hussain as Non-Executive Non-Independent Director, liable to retire by

rotation till 2 September 2017

For For Ishaat Hussain a director on the Board of Tata Sons Ltd. He is a Tata / Promoter representative on the TCS Board. His

reappointment is in line with statutory guidelines

17-Jun-16 TATA CONSULTANCY SERVICES LTD. Annual General Meeting Management Ratification of Deloitte Haskins & Sells LLP as statutory auditors and fix their remuneration For Abstain TCS proposes to ratify Deloitte Haskins & Sells as statutory auditors: Auditors from the Deloitte Touche Tohmatsu network have

been TCS’s auditors for the past 15 years (since 2001).

17-Jun-16 TATA CONSULTANCY SERVICES LTD. Annual General Meeting Management Appointment of Branch Auditors For For The appointment of Branch Auditors is in line with all the statutory requirements

18-Jun-16 INFOSYS LIMITED Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For Abstain Routine proposal.

18-Jun-16 INFOSYS LIMITED Annual General Meeting Management Declare final dividend of Rs. 14.25 per share and approve interim dividend of Rs 10.0 per share already

paid (FV Rs.5)

For For In FY15, Infosys increased its target dividend payout ratio from 40% of consolidated profits to 50% of consolidated profits.

Consequently, the total dividend has increased from Rs. 42.3 bn in FY14 to Rs. 61.5 bn in FY15 and Rs 67.0 bn in FY16

18-Jun-16 INFOSYS LIMITED Annual General Meeting Management Reappoint Dr. Vishal Sikka as Director liable to retire by rotation For For Dr. Sikka was appointed as wholetime director liable to retire by rotation in June 2014 and reappointed as CEO & MD with

modified terms till 31 March 2021 (approved by way of Postal Ballot on 31 March 2016). As per Section 152 of the Companies

Act, 1/3rd of the total number of directors of a company (liable to retire by rotation) need to retire at every AGM. For

calculating the same, independent directors are required to be excluded. In Infosys’ case, only the two Executive Directors are

subject to retire by rotation. Hence, Dr. Vishal Sikka retires by rotation and needs to reappointed every alternate year.

18-Jun-16 INFOSYS LIMITED Annual General Meeting Management Ratify BSR & Co LLP as statutory auditors for FY17 For Abstain BSR & Co LLP has been auditing the company’s accounts for 18 years, which is not inline with the spirit of Section 139 of the

Companies Act 2013. Under section 139 of the Companies Act 2013, an audit firm’s tenure may extend to a maximum of two

consecutive terms of five years each (maximum 10 years).

18-Jun-16 EICHER MOTORS LTD. Annual General Meeting Management Adoption of financial statements (standalone and consolidated) for the year ended 31 March 2016 For For Routine Resolution

18-Jun-16 EICHER MOTORS LTD. Annual General Meeting Management Approve interim dividend of Rs. 100 per equity share (FV Rs.10) For For Good practice to share profits with share holders

18-Jun-16 EICHER MOTORS LTD. Annual General Meeting Management Ratify reappointment of Deloitte Haskins & Sells as statutory auditor for one year For Abstain Deloitte Haskins & Sells was appointed as the statutory auditor in FY08. Prior to appointing them, the company’s auditors were

A. F. Ferguson Associates (at least since 1997), who are part of the same audit network. The Deloitte group, therefore, has been

auditing the company’s accounts for 19 years. Their reappointment is not in spirit of Section 139 of the Companies Act 2013.

18-Jun-16 EICHER MOTORS LTD. Annual General Meeting Management Reappoint Siddhartha Lal as Managing Director for period of five years with effect from 1 May 2016 For For His reappointment is in line with all statutory requirements.

18-Jun-16 EICHER MOTORS LTD. Annual General Meeting Management Approve remuneration for Siddhartha Lal, MD for a period of one year with effect from 1 May 2016 For For As per the company’s remuneration policy, Siddhartha Lal’s salary is revised each year. This time, the company proposes to

revise the remuneration terms of Siddhartha Lal and proposes to pay ~Rs. 30.6 mn per annum as salary (excluding perquisites

and commissions). In addition, he will continue to be eligible for a commission of upto 5% of net profits. In the fifteen months

ended 31 March 2016, he was paid a total remuneration of Rs.84.9 mn, including perquisites and commission. However, there is

no absolute cap on the commission payable to him. His overall remuneration has moved in line with the performance of the

company and is in line with industry peers.

21-Jun-16 SUNDARAM CLAYTON Postal Ballot Shareholder Appoint R Gopalan as Independent Director for a period of three years For For His reappointment is in line with all the statutory requirements.

21-Jun-16 SUNDARAM CLAYTON Postal Ballot Management Approve variation in terms of remuneration (changes in HRA, car and club fees) for Venu Srinivasan,

Chairperson and Managing Director with effect from 1 April 2016For For The change in terms does not materially impact the remuneration.

21-Jun-16 SUNDARAM CLAYTON Postal Ballot Management Approve variation in terms of remuneration (changes in HRA, car and club fees) for Dr. Lakshmi Venu,

Joint Managing Director, with effect from 1 April 2016

For For The change in terms does not materially impact the remuneration.

21-Jun-16 SUNDARAM CLAYTON Postal Ballot Management Approve variation in terms of remuneration (changes in HRA, car and club fees) for Sudarshan Venu,

Joint Managing Director, with effect from 1 April 2016

For For The change in terms does not materially impact the remuneration.

21-Jun-16 SUNDARAM CLAYTON Postal Ballot Management Approve remuneration of Rs 300,000 to cost auditors, A N Raman, for FY17 For For Remuneration of Rs. 300,000 to cost auditors for FY17 is reasonable compared to the size and scale of operations.

21-Jun-16 SUNDARAM CLAYTON Postal Ballot Management Approve payment of commission to non-executive directors upto 1% of net profits for period of five

years commencing 1 April 2016For For Routine resolution.

21-Jun-16 JAGRAN PRAKASHAN LTD Postal Ballot Management To approve merger of Spectrum Broadcast Holdings Private Limited (Spectrum, wholly owned

subsidiary) and Crystal Sound & Music Private Limited (Crystal, wholly owned step down subsidiary) with

Jagran Prakashan Limited.To approve the demerger and transfer of the Radio business of Shri Puran

Multimedia Limited(‘SPML’) into Music Broadcast Limited (‘MBL’) on a going concern basis with effect

from 1 January 2016.

For For We recognize this is a strategic decision where the first leg of the scheme will simplify the holding structure of MBL and the

second leg of the scheme will consolidate the radio business into one entity, enabling focused management. The shareholding

pattern of JPL will remain unchanged as a consequence of these transactions.

22-Jun-16 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, 2016 including audited Balance Sheet as at 31st March, 2016 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

22-Jun-16 KANSAI NEROLAC PAINT LTD Annual General Meeting Management To declare a dividend of ` 3.05 (305%) per Equity Share of the nominal value of ` 1 each for the year

ended 31st March, 2016For For Good policy to give dividend

22-Jun-16 KANSAI NEROLAC PAINT LTD Annual General Meeting Management To appoint a Director in place of Mr. P. D. Chaudhari (holding DIN 02171823), who retires by rotation

and being eligible, offers himself for re-appointment.

For For Executive Director –Auto Division &Supply Chain

Page 5

22-Jun-16 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.

22-Jun-16 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, 2017.

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

22-Jun-16 KANSAI NEROLAC PAINT LTD Annual General Meeting Management To keep Registers, Copies of Returns etc. at the registered office of the Company or other places. For For Enabling resolution. No governance issue identified.

22-Jun-16 EQUITAS HOLDINGS LTD Annual General Meeting Management Adoption of financial statements (including consolidated statements) for the year ended 31 March 2016 For For Routine Resolution

22-Jun-16 EQUITAS HOLDINGS LTD Annual General Meeting Management Reappoint P N Vasudevan as Managing Director liable to retire by rotation For For Reappointment

22-Jun-16 EQUITAS HOLDINGS LTD Annual General Meeting Management Reappointment of Deloitte Haskins & Sells as statutory auditors for one year For For Routine Resolution

22-Jun-16 EQUITAS HOLDINGS LTD Annual General Meeting Management Approve donation to Equitas Development Initiatives Trust (EDIT) (a public charitable trust), Equitas

Dhanyakosha India (EDK, a not-for-profit company) or such other trusts, not-for-profit entities, NGOs

etc. for carrying out CSR activities upto 5% of annual profits


22-Jun-16 EQUITAS HOLDINGS LTD Annual General Meeting Management Approve related party transactions of upto Rs.42 bn with Equitas Microfinance Ltd., Equitas Finance Ltd.

and Equitas Housing Finance Ltd. and transactions of upto Rs. 50.0 bn with the proposed Equitas Small

Finance Bank

For For Needed for SFB transition

22-Jun-16 EQUITAS HOLDINGS LTD Annual General Meeting Management Ratification of the Employee Stock Option Scheme aggregating 44.4 mn shares For For Positive for long-term employee motivation and industry practice

24-Jun-16 RALLIS INDIA LTD Annual General Meeting Management Adoption of standalone financial statements for the year ended 31 March 2016 For For Routine Resolution

24-Jun-16 RALLIS INDIA LTD Annual General Meeting Management Adoption of consolidated financial statements for the year ended 31 March 2016 For For Routine Resolution

24-Jun-16 RALLIS INDIA LTD Annual General Meeting Management To declare final dividend of Rs. 2.5 per equity share (face value Re.1.0) For For Good for equity share holders

24-Jun-16 RALLIS INDIA LTD Annual General Meeting Management Reappoint R Mukundan as Non-Executive Non-Independent Director For For R Mukundan is the Managing Director of Tata Chemicals Limited. He retires by rotation, and his reappointment is in line with the


24-Jun-16 RALLIS INDIA LTD Annual General Meeting Management Ratification of Deloitte Haskins & Sells LLP as statutory auditors for FY17 For For Maintains continuity

24-Jun-16 RALLIS INDIA LTD Annual General Meeting Shareholder Appoint Bhaskar Bhat as Non-Executive Non-Independent Director For For Bhaskar Bhat was appointed as an Additional Director from 8 October 2015 and as a Non-Executive Chairman from 25

December 2015. He has been the Managing Director of Titan Company Limited since 1 April 2002. His appointment is in line with

the statutory requirements.

24-Jun-16 RALLIS INDIA LTD Annual General Meeting Management Approve remuneration of Rs. 0.4 mn (plus applicable taxes and out of pocket expenses) for N. I. Mehta

& Co as cost auditors for FY17

For For The total remuneration proposed to be paid to the cost auditors in FY17 is reasonable compared to the size and scale of

operations of the company.

24-Jun-16 BANK OF BARODA Annual General Meeting Management Adoption of accounts FY16 For For Routine Resolution

25-Jun-16 IDFC LTD Postal Ballot Management Re-pricing and re-granting of Employee stock options For Abstain Excessive dilution, exercise price is left to the discretion of NRC

25-Jun-16 IDFC LTD Postal Ballot Management Approval of ESOS, 2016 For Abstain Excessive dilution, exercise price is left to the discretion of NRC

25-Jun-16 IDFC LTD Postal Ballot Management Approval of ESOS, 2016 and grant of stock option to employees/ Directors of the Company's

Subsidiaries.

For Abstain Excessive dilution, exercise price is left to the discretion of NRC

25-Jun-16 D B CORP LTD Postal Ballot Management To increase the Foreign Institutional Investors (FII)/Registered Foreign Portfolio Investors (RFPI)

investment limit in the company from 20% of the paid up equity share capital to 26%For For The increased shareholding limit for FIIs in a company normally results in enhanced shareholder value

27-Jun-16 ITC LIMITED Postal Ballot Management Increase in Authorised Share Capital For Abstain This is being done to facilitate issue of bonus shares.

27-Jun-16 ITC LIMITED Postal Ballot Management Amendment of Articles of Association For For To facilitate bonus issue; no concern identified

27-Jun-16 ITC LIMITED Postal Ballot Management Issue of Bonus Shares For For One bonus share of ₹ 1 each for every existing 2 (Two) fully paid-up ordinary shares of ₹ 1 each. Helps increase liquidity and

price discovery.

27-Jun-16 UNION BANK OF INDIA Annual General Meeting Management Adoption of accounts FY16 For For Routine Resolution

27-Jun-16 UNION BANK OF INDIA Annual General Meeting Management Declaration of Dividend For For Routine Resolution

27-Jun-16 UNION BANK OF INDIA Annual General Meeting Management Issuance of securities upto Rs. 32 bn through qualified institutional placement, follow on public offering

and/or rights issuance of equity shares.For For Positive for business growth and capital ratios

28-Jun-16 ASIAN PAINTS LIMITED Annual General Meeting Management To receive, consider and adopt the financial statements of

the Company for the year ended 31st March, 2016 together

with the Reports of the Board of Directors and Auditors

thereon.

For Abstain Board Best Suited

28-Jun-16 ASIAN PAINTS LIMITED Annual General Meeting Management Declaration of final dividend on equity shares. For For Good policy to give dividend

28-Jun-16 ASIAN PAINTS LIMITED Annual General Meeting Management Reappoint Mahendra Choksi as a Non-Executive Non-Independent Director For For Part of promoter family and in line with other statutory requirement.

28-Jun-16 ASIAN PAINTS LIMITED Annual General Meeting Management Reappoint Malav Dani as a Non-Executive Non-Independent director For For Part of promoter family and in line with other statutory requirement.

28-Jun-16 ASIAN PAINTS LIMITED Annual General Meeting Management Re-appointment of BSR & Co LLP as joint statutory auditor. For For They have been auditors for ten years; Asian paints has clarified that reappointment is part of transition to new statutory

auditors.

28-Jun-16 ASIAN PAINTS LIMITED Annual General Meeting Management Appoint Deloitte Haskins & Sells

LLP as joint statutory auditors

for a term of five years from

28 June 2016

For For In line with statutory requirements; they will be joint auditors alonf with BSR & Co.

28-Jun-16 ASIAN PAINTS LIMITED Annual General Meeting Management Ratification of remuneration payable to M/s. RA & Co., Cost Accountants for FY 2016/17 For For In line with industry practice.

28-Jun-16 HINDUSTAN ZINC LTD. Annual General Meeting Management Adopt the Audited Financial Statements For For Routine proposal

28-Jun-16 HINDUSTAN ZINC LTD. Annual General Meeting Management Ratification of special dividend and interim dividend For For Dividend for shareholders

28-Jun-16 HINDUSTAN ZINC LTD. Annual General Meeting Management Re-appoint Ms. Sujata Prasad as a Nominee Director For For In line with statutory requirements

28-Jun-16 HINDUSTAN ZINC LTD. Annual General Meeting Management Appoint SR Batliboi & Co LLP as statutory auditors of the company for five years For For In line with statutory requirements

28-Jun-16 HINDUSTAN ZINC LTD. Annual General Meeting Management Ratify remuneration for K G Goyal & Co., as cost auditors for FY17 For For In line with statutory requirements

28-Jun-16 HINDUSTAN ZINC LTD. Annual General Meeting Shareholder Appoint Sudhir Kumar as Independent Director for three years For For In line with statutory requirements

28-Jun-16 HINDUSTAN ZINC LTD. Annual General Meeting Management Approve extension of one year for Akhilesh Joshi as Whole-time Director and fix his remuneration For For In line with statutory requirements

28-Jun-16 HINDUSTAN ZINC LTD. Annual General Meeting Management Appoint Sunil Duggal as Chief Executive Officer and Whole-time Director for three

years and fix his remunerationFor For In line with statutory requirements

28-Jun-16 EQUITAS HOLDINGS LTD Postal Ballot Management Amendment of the Objects clause of the Memorandum of Association to enable the company to form

Small Finance Bank and apply for registration from RBI as a Core Investment Company

For For Needed for SFB transition

29-Jun-16 VEDANTA LIMITED Annual General Meeting Management Adopt the Audited Financial Statements For For Routine proposal

29-Jun-16 VEDANTA LIMITED Annual General Meeting Management Ratification of interim dividend For For Dividend for shareholders

29-Jun-16 VEDANTA LIMITED Annual General Meeting Management Reappoint Tarun Jain as a director retiring by rotation For For In line with statutory requirements

29-Jun-16 VEDANTA LIMITED Annual General Meeting Management Appoint SR Batliboi & Co LLP as statutory auditors of the company for five years For For In line with statutory requirements

29-Jun-16 VEDANTA LIMITED Annual General Meeting Management Ratify remuneration of cost auditors, Ramnath Iyer & Co, for FY17 For For In line with statutory requirements

29-Jun-16 VEDANTA LIMITED Annual General Meeting Management Approve issuance of Non-Convertible Debentures aggregating upto Rs. 200 bn on a private placement

basis

For For In line with statutory requirements

29-Jun-16 VEDANTA LIMITED Annual General Meeting Management Approval/waiver of recovery of the excess remuneration aggregating Rs. 61.6 mn

paid to Navin Agarwal, Whole-time Director, for FY14


29-Jun-16 INDIAN BANK Annual General Meeting Management Adoption of accounts FY16 For For Routine Resolution

Page 6

29-Jun-16 INDIAN BANK Annual General Meeting Management Declaration of Dividend For For Routine Resolution

29-Jun-16 CORPORATION BANK Annual General Meeting Management Adoption of accounts FY16 For For Routine Resolution

29-Jun-16 UPL LTD Annual General Meeting Management a. Adoption of standalone financial statements for the year ended 31 March 2016 b. Adoption of

consolidated financial statements for the year ended 31 March 2016


29-Jun-16 UPL LTD Annual General Meeting Management To declare final dividend . For For Good for equity share holders

29-Jun-16 UPL LTD Annual General Meeting Management Reappoint Kalyan Banerjee as Whole-time Director For For Kalyan Banerjee is the Executive Director of the company. He retires by rotation, and his reappointment is in line with the

statutory requirements

29-Jun-16 UPL LTD Annual General Meeting Management Reappoint Rajnikant Shroff as Whole-time Director For For Rajnikant Shroff is the Chairperson and Managing Director of the company. He retires by rotation, and his reappointment is in

line with the statutory requirements.

29-Jun-16 UPL LTD Annual General Meeting Management Reappointment of SRBC & Co LLP as statutory auditors for FY17 For For Maintains continuity

29-Jun-16 UPL LTD Annual General Meeting Shareholder Appoint Dr. Vasant Gandhi as an Independent Director for a period of five years For For Dr. Vasant Gandhi is a Professor at IIM Ahmedabad. His appointment is in line with the statutory requirements.

29-Jun-16 UPL LTD Annual General Meeting Management Approve remuneration of Rs. 0.6 mn (plus service tax and out of pocket expenses) for RA & Co as cost

auditors for FY17

For For The board has approved the appointment of RA & Co as cost auditors for the year ending 31 March 2017 on a total

remuneration of Rs. 0.6 mn plus service tax and out of pocket expenses. The total remuneration proposed to be paid to the cost

auditors in FY17 is reasonable compared to the size and scale of operations of the company.

29-Jun-16 UPL LTD Annual General Meeting Management Approve private placement of securities aggregating Rs.30.0 bn by way of non-convertible debentures

(NCDs)For For The proposed NCDs will be issued within the overall borrowing limits of Rs.100.0 bn.

30-Jun-16 HINDUSTAN UNILEVER LTD Annual General Meeting Management Adoption of accounts for FY15-FY16 For Abstain Board Best Suited

30-Jun-16 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-16 HINDUSTAN UNILEVER LTD Annual General Meeting Management Reappoint Harsh Marwani as Director For For Non independent director, COO of Unilever, has been regular to meetings and adds lot of value.

30-Jun-16 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-16 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-16 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-16 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-16 SOLAR INDUSTRIES INDIA LIMITED Postal Ballot Management Sub-division of one equity share of face value Rs. 10.0 each into five equity shares of Rs. 2.0 each For For No Impact

30-Jun-16 SOLAR INDUSTRIES INDIA LIMITED Postal Ballot Management Alteration to the Capital Clause of the Memorandum of Association (MoA) following the sub-division of

equity sharesFor For No Impact

30-Jun-16 SOLAR INDUSTRIES INDIA LIMITED Postal Ballot Management Reappoint Satyanarayan Nuwal as Chairperson and Executive Director for a period of five years with

effect from 1 April 2016 and revise his remuneration

For For In line with all the statutory requirements.

30-Jun-16 SOLAR INDUSTRIES INDIA LIMITED Postal Ballot Management Reappoint Kailashchandra Nuwal as Vice-Chairperson and Whole-time Director for a period of five years

with effect from 1 April 2016 and revise his remuneration


30-Jun-16 SOLAR INDUSTRIES INDIA LIMITED Postal Ballot Management Appoint Manish Nuwal as Managing Director for a period of five years with effect from 1 April 2016 and

revise his remuneration


30-Jun-16 SOLAR INDUSTRIES INDIA LIMITED Postal Ballot Management Approve revision in terms of remuneration of Roomie Dara Vakil, Executive Director For For In line with all the statutory requirements.

30-Jun-16 SOLAR INDUSTRIES INDIA LIMITED Postal Ballot Management Approve revision in terms of remuneration of Anil Kumar Jain, Executive Director For For In line with all the statutory requirements.

30-Jun-16 STATE BANK OF INDIA Annual General Meeting Management Adoption of accounts FY16 For For Routine Resolution

30-Jun-16 BIOCON LIMITED Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For For Company has provided annual report in time for a detailed analysis of the previous year

30-Jun-16 BIOCON LIMITED Annual General Meeting Management To confirm interim dividend of Rs.5.0 per equity of face value Rs.5.0 each as final dividend for the year

ended 31 March 2016For For Routine Resolution

30-Jun-16 BIOCON LIMITED Annual General Meeting Management Reappoint Arun Chandavarkar as a Director retiring by rotation For For Appointment is in line with statutory requirements

30-Jun-16 BIOCON LIMITED Annual General Meeting Management Appoint B S R & Co LLP as the statutory auditors for 5 years and fix their renumeration For For Appointment is in line with Companies Act

30-Jun-16 BIOCON LIMITED Annual General Meeting Shareholder Reappoint Mr. M Damodaran as Independent not liable to retire by rotation till 2019 For For Reappointment is in line with Companies Act

30-Jun-16 BIOCON LIMITED Annual General Meeting Management To approve the remuneration of cost auditors - M/s Rao Murthy & Associates - for the year ended 31

March 2017 For For In line with section 148 of Companies Act 2013

30-Jun-16 BIOCON LIMITED Annual General Meeting Management To approve new ESOP Grants under the existing ESOP Plan For For New plan is in line with SEBI guidelines

01-Jul-16 INDUSIND BANK LTD Annual General Meeting Management Adoption of accounts FY16 For For Routine Resolution

01-Jul-16 INDUSIND BANK LTD Annual General Meeting Management To declare Dividend on Equity Shares for the Financial Year ended March 31, 2016. For For Routine Resolution

01-Jul-16 INDUSIND BANK LTD Annual General Meeting Management To appoint a Director in place of Mr. R. Seshasayee, DIN 00047985, who retires by rotation and, being

eligible, offers himself for re-appointment.


01-Jul-16 INDUSIND BANK LTD Annual General Meeting Management To appoint Statutory Auditors of the Bank and authorise the Board of Directors to fix their

remuneration.


01-Jul-16 INDUSIND BANK LTD Annual General Meeting Shareholder Ordinary Resolution: Appointment of Mr. Shanker Annaswamy, DIN 00449634, as Independent Director For For No concern has been identified in the profile and time commitment

01-Jul-16 INDUSIND BANK LTD Annual General Meeting Shareholder Ordinary Resolution: Appointment of Dr. T. T. Ram Mohan, DIN 00008651, as Independent Director For For No concern has been identified in the profile and time commitment

01-Jul-16 INDUSIND BANK LTD Annual General Meeting Management Ordinary Resolution: Remuneration to Non-Executive Directors of the Bank. For For Routine Resolution

01-Jul-16 INDUSIND BANK LTD Annual General Meeting Management Ordinary Resolution: Remuneration to Mr. R. Seshasayee, DIN 00047985, Part-time Non-Executive

Chairman

For For Compliant with law

01-Jul-16 INDUSIND BANK LTD Annual General Meeting Management Special Resolution: Issue of Long Term Bonds / Non-Convertible Debentures on Private Placement Basis For For Routine Resolution

04-Jul-16 HSIL LIMITED Postal Ballot Management INCREASE IN THE BORROWING POWERS OF THE BOARD OF DIRECTORS For For Borrowing limit is being raised from 1500 to 2000cr. This is required for company’s growing activities and operation. Though

company has borrowing limit and can leverage; this is just a enabling resolution.

04-Jul-16 HSIL LIMITED Postal Ballot Management ISSUE OF NON CONVERTIBLE DEBENTURES ON PRIVATE PLACEMENT BASIS For For For the purpose of capital expenditure, refinancing of the existing debt of the Company, working capital and for general

business purposes

05-Jul-16 CAPITAL FIRST LTD Annual General Meeting Management Adoption of accounts FY16 For For Routine Resolution

05-Jul-16 CAPITAL FIRST LTD Annual General Meeting Management Declaration of a dividend of Rs. 2.40/- per Equity Share of the Company for the Financial Year ended

March 31, 2016.


05-Jul-16 CAPITAL FIRST LTD Annual General Meeting Management Appointment of a Director in place of Mr. Narendra Ostawal, who retires by rotation and being eligible,

offers himself for re-appointment.


05-Jul-16 CAPITAL FIRST LTD Annual General Meeting Management To ratify the appointment of M/s. S. R. Batliboi & Co. LLP, Chartered Accountants, having ICAI firm

Registration No. 301003E/E300005, as approved by members at the Ninth Annual General Meeting as

Statutory Auditors of the Company to hold office until the conclusion of Twelfth Annual General

meeting and to authorise the Board to fix their remuneration.


05-Jul-16 CAPITAL FIRST LTD Annual General Meeting Shareholder To approve appointment of Mr. Apul Nayyar designated as Executive Director who shall act as Whole

Time Director

For For Compliant with law

05-Jul-16 CAPITAL FIRST LTD Annual General Meeting Shareholder To approve appointment of Mr. Nihal Desai designated as Executive Director who shall act as Whole

Time Directorâ€™.For For Compliant with law

05-Jul-16 CAPITAL FIRST LTD Annual General Meeting Management To approve increase in Borrowing limits under section 180 (1) (c) upto Rs. 25,000 crore over and above

the aggregate, for the time being, of the paid-up capital and free reserves of the Company.For For Business purpose

05-Jul-16 CAPITAL FIRST LTD Annual General Meeting Management To approve issue of Non Convertible Debentures in one or more tranches. For For Routine Resolution

05-Jul-16 CAPITAL FIRST LTD Annual General Meeting Management To consider and approve CFL Employee Stock option Scheme 2016 for Employees of the Company For For Positive for employee retention and motivation

05-Jul-16 CAPITAL FIRST LTD Annual General Meeting Management To consider and approve CFL Employee Stock option Scheme 2016 for Employees of the Subsidiary(ies). For For Positive for employee retention and motivation

Page 7

05-Jul-16 BHARAT PETROLEUM CORPORATION LTD Postal Ballot Management Issue of bonus shares in the ratio of 1 bonus share for every 1 share held. For For The board of directors have proposed the capitalization of general reserves of up to Rs. 7.2 bn for the purpose of the issuance

of bonus shares. The paid up share capital on 31 March 2016 was Rs. 7.2 bn – the bonus issuance is expected to increase paid-

up share capital up to Rs. 14.5 bn. The bonus issue will also increase the liquidity of the equity shares traded in the secondary

market.

05-Jul-16 PFIZER INDIA Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For For Company has provided annual report in time for a detailed analysis of the previous year

05-Jul-16 PFIZER INDIA Annual General Meeting Management To declare a final dividend of Rs.15 per equity share For For Routine resolution

05-Jul-16 PFIZER INDIA Annual General Meeting Management To reappoint Vivek Dhariwal as director For For Reappointment is in line with statutory requirements

05-Jul-16 PFIZER INDIA Annual General Meeting Management To reappoint BSR & Co LLP as statutory auditors for the financial year ending March 2017 For For Routine resolution

05-Jul-16 PFIZER INDIA Annual General Meeting Management To appoint S Sridhar as Managing Director for a period of five years effective 18 March 2016 and fix his

remunerationFor For Appointment is in line with statutory requirements and his remuneration is in line with other peers in the industry.

05-Jul-16 PFIZER INDIA Annual General Meeting Shareholder To appoint (Ms.) Lu Hong as director For For Lu Hong is a senior HR professional at Pfizer Asia Pacific. Her appointment is in line with the statutory requirements

05-Jul-16 PFIZER INDIA Annual General Meeting Management To ratify extension of tenure for Aijaz Tobaccowalla as Managing Director from 16 August 2015 to 16

October 2015 and approve his remunerationFor For Routine resolution

05-Jul-16 PFIZER INDIA Annual General Meeting Management Ratify the payment of Rs.1.04 mn as remuneration to RA & Co, Cost Auditors for year ending 31 March

2017 For For In-line with Companies Act 2013 read along with Companies (Cost Audit Report) Rules 2013

05-Jul-16 PFIZER INDIA Annual General Meeting Management To approve related party transactions with Pfizer Service Company BVBA, Belgium for an amount up to

Rs. 10.0 bn per annum

For For All transaction are in ordinary course of business and on arm’s length basis

05-Jul-16 PFIZER INDIA Annual General Meeting Management To approve related party transactions with Pfizer Innovative Supply Point Intl BVBA, Belgium for an

amount up to Rs. 10.0 bn per annum

For For All transaction are in ordinary course of business and on arm’s length basis

08-Jul-16 SOUTH INDIAN BANK Annual General Meeting Management To Adopt Financial Results for the year ended 31st March, 2016 For For Routine Resolution

08-Jul-16 SOUTH INDIAN BANK Annual General Meeting Management To declare dividend For For Routine Resolution

08-Jul-16 SOUTH INDIAN BANK Annual General Meeting Management To Appoint M/s Deloitte Haskins & Sells, as Statutory Central Auditors of the Bank and fixing their

remuneration.For For Routine Resolution

08-Jul-16 SOUTH INDIAN BANK Annual General Meeting Management To appoint Sri Cheryan Varkey, who retires by rotation and being eligible offers himself for re-

appointment


08-Jul-16 SOUTH INDIAN BANK Annual General Meeting Management To appoint Branch Auditors in consultation with Statutory Auditors. For For Routine Resolution

08-Jul-16 SOUTH INDIAN BANK Annual General Meeting Management To seek approval of FIPB to increase the FDI Limit from 49% to 59% of paid-up Share Capital. For For No concern has been identified

08-Jul-16 SOUTH INDIAN BANK Annual General Meeting Management To Approve the borrowing / raising funds in Indian /foreign currency by issue of debt securities upto Rs.

500 crore on private placement basis.


08-Jul-16 BIRLA CORPORATION LIMITED Annual General Meeting Management 1a Adoption of standalone financial statements. 1b. Adoption of consolidated financial statements For For Routine proposal

08-Jul-16 BIRLA CORPORATION LIMITED Annual General Meeting Management Declare dividend For For Dividend for shareholders

08-Jul-16 BIRLA CORPORATION LIMITED Annual General Meeting Management Reappoint Bachh Raj Nahar as director For For In line with statutory requirements

08-Jul-16 BIRLA CORPORATION LIMITED Annual General Meeting Management Reappointment of H.P. Khandelwal & Co as statutory auditors for one year and to fix their remuneration For Abstain M/s H.P. Khandelwal & Co have been the company’s statutory auditors for the past 26 years.

The reappointment is not in line the spirit of Section 139 of the Companies Act 2013

08-Jul-16 BIRLA CORPORATION LIMITED Annual General Meeting Management Reappoint Pracheta Majumdar, Chief Management Advisor of the company for

remainder of his term till 19 May 2018For For In line with statutory requirements

08-Jul-16 BIRLA CORPORATION LIMITED Annual General Meeting Management Approve variation in terms of remuneration for Pracheta Majumdar, Chief Management Advisor for

remainder of his term till 19 May 2018For For In line with statutory requirements

08-Jul-16 BIRLA CORPORATION LIMITED Annual General Meeting Management Ratify payment of remuneration of Rs. 0.35 mn to Somnath Mukherjee as cost

auditors of the company for FY17For For In line with statutory requirements

10-Jul-16 BERGER PAINTS LTD. Postal Ballot Management Issue of Bonus Shares For For Sufficient reserve for bonus shares; Bonus shares will help increase liquidity too.

10-Jul-16 BERGER PAINTS LTD. Postal Ballot Management Increase in Authorized Share Capital For For For resolution one this is required.

10-Jul-16 BERGER PAINTS LTD. Postal Ballot Management Amendment of Memorandum of Association For For For resolution one this is required.

10-Jul-16 BERGER PAINTS LTD. Postal Ballot Management Amendment of Articles of Association For For For resolution one this is required.

11-Jul-16 ICICI BANK LTD Annual General Meeting Management Adoption of Financial Statements for the financial year ended on March 31, 2016 For For Routine Resolution

11-Jul-16 ICICI BANK LTD Annual General Meeting Management Declaration of dividend on preference shares For For Routine Resolution

11-Jul-16 ICICI BANK LTD Annual General Meeting Management Declaration of dividend on equity shares For For Routine Resolution

11-Jul-16 ICICI BANK LTD Annual General Meeting Management Re-appointment of Mr. Rajiv Sabharwal (DIN : 00057333) who retires by rotation and, being eligible,

offers himself for re-appointmentFor For Reappointment

11-Jul-16 ICICI BANK LTD Annual General Meeting Management Re-appointment of Mr. N. S. Kannan (DIN : 00066009) who retires by rotation and, being eligible, offers

himself for re-appointment


11-Jul-16 ICICI BANK LTD Annual General Meeting Management Appointment of Statutory Auditors For For Routine Resolution

11-Jul-16 ICICI BANK LTD Annual General Meeting Management Appointment of Branch Auditors For For Routine Resolution

11-Jul-16 ICICI BANK LTD Annual General Meeting Shareholder Ordinary Resolution for appointment of Mr. Vijay Chandok (DIN : 01545262) as a Director For For No concern has been identified in the profile, time commitment and performance

11-Jul-16 ICICI BANK LTD Annual General Meeting Management Ordinary Resolution for appointment of Mr. Vijay Chandok (DIN : 01545262) as a Wholetime Director

(designated as Executive Director)For For No concern has been identified in the profile, time commitment and performance

11-Jul-16 ICICI BANK LTD Annual General Meeting Management Ordinary Resolution for payment of profit linked commission of Rs. 1,000,000 each p.a. to Non-

Executive Directors

For For The Bank is seeking shareholders’ approval to pay profit based commission to its Non-Executive Directors (except the

Chairperson & GOI Nominee Director). The resolution is in line with the RBI guideline for payment of commission to NEDs

11-Jul-16 ICICI BANK LTD Annual General Meeting Management Special Resolution for private placement of securities under Section 42 of the Companies Act, 2013 For For Routine Resolution

11-Jul-16 RADICO KHAITAN LTD Annual General Meeting Management Adoption of accounts For Abstain Board Best suited

11-Jul-16 RADICO KHAITAN LTD Annual General Meeting Management Declare dividend For For Good policy to pay divided to shareholders

11-Jul-16 RADICO KHAITAN LTD Annual General Meeting Management To reappoint Ms Shailija Devi as Non-executive Non independent director For For She has been Director and has attended 50% of board meeting, In line With other Statutory requirement

11-Jul-16 RADICO KHAITAN LTD Annual General Meeting Management Appointment of BGJC & Associates as statutory auditors for a period of five years For For In line with statutory requirement and new auditor as per statutory requirement of change every ten years.

11-Jul-16 RADICO KHAITAN LTD Annual General Meeting Management Ratify payment of remuneration to cost auditors For For In line with statutory requirement. Remuneration in line with industry.

13-Jul-16 HAVELLS INDIA LTD Annual General Meeting Management Adoption of Accounts For Abstain Board best suited.

13-Jul-16 HAVELLS INDIA LTD Annual General Meeting Management Confirmation of Interim and Declaration of Final Dividend payable to Members For For Good policy to give dividend

13-Jul-16 HAVELLS INDIA LTD Annual General Meeting Management Re-appointment of Shri Surjit Kumar Gupta, retiring by rotation and being eligible, offering himself for re-

appointment

For For Surjit Kumar Gupta is the former Technical Head of the company and part of the Promoter group.

13-Jul-16 HAVELLS INDIA LTD Annual General Meeting Management Re-appointment of Shri Anil Rai Gupta, retiring by rotation and being eligible, offering himself for re-

appointment For For Anil Rai Gupta is the promoter, Chairman and Managing Director of the company ; though prefer to have Chairman and MD

separate

13-Jul-16 HAVELLS INDIA LTD Annual General Meeting Management Re-appointment of Statutory Auditors of the Company and fixing their remuneration For Abstain Since both the auditors approvals are not sought separately which is not a good practise we abstaining from the same.

13-Jul-16 HAVELLS INDIA LTD Annual General Meeting Management Ratification of the Remuneration to Cost Auditors in terms of the Companies Act, 2013 For For In line with Industry practise

13-Jul-16 HAVELLS INDIA LTD Annual General Meeting Management Approval of the Havells Employees Stock Purchase Scheme 2016 and its implementation throughTrust For For Good policy to give ESOP; but ESOP price should be disclosed

13-Jul-16 HAVELLS INDIA LTD Annual General Meeting Management Authorization for Havells Employees Welfare Trust to subscribe to shares for and under the Havells

Employees Stock Purchase Scheme 2016

For For In line with the requirements of ESOP regulations to routeit though trust

13-Jul-16 HAVELLS INDIA LTD Annual General Meeting Management Provisioning of money by the Company to the Havells Employees Welfare Trust/ Trustees for

subscription of shares under the Havells Employees Stock Purchase Scheme 2016

For For In line with the Regulatory requirements

Page 8

13-Jul-16 HAVELLS INDIA LTD Annual General Meeting Shareholder Re-appointment of Shri Avinash Parkash Gandhi as an Independent Director for the Second Term For For Former President, Hyundai Motors India , Has been present in two of last three. He is more than ten years old in company; this

is highlighted and next time company will re-elect in next Meetings.

13-Jul-16 HAVELLS INDIA LTD Annual General Meeting Shareholder Re-appointment of Shri Vijay Kumar Chopra as an Independent Director for the Second Term For For Vijay Kumar Chopra is the former whole time Member of SEBI. He has been on the board of the company for 7 years.

13-Jul-16 HAVELLS INDIA LTD Annual General Meeting Shareholder Re-appointment of Shri Sunil Behari Mathur as an Independent Director for the Second Term. For For Former. Chairman - LIC Has been regular to all meetings; though they are more than ten years old. This is highlighted and next

time company will not reelect

13-Jul-16 HAVELLS INDIA LTD Annual General Meeting Shareholder Re-appointment of Shri Surender Kumar Tuteja as an Independent Director for the Second Term. For For Surender Kumar Tuteja is a retired IAS officer. He has been on the board of the company for 6 years.

13-Jul-16 HAVELLS INDIA LTD Annual General Meeting Shareholder Re-appointment of Dr. Adarsh Kishore as an Independent Director for the Second Term For For Dr. Adarsh Kishore is the former Finance Secretary, Government of India. He has been on the board of the company for 6 years

13-Jul-16 HAVELLS INDIA LTD Annual General Meeting Management Payment of Commission to Non-Executive Directors For For In line with industry and there is a cap to it.

14-Jul-16 ACC LTD Postal Ballot Management Revise the terms of remuneration of Harish Badami, as CEO and Managing Director For For In line with all the statutory requirements

14-Jul-16 UNITED SPIRITS LTD Annual General Meeting Management Adoption of accounts For Abstain Board Best suited

14-Jul-16 UNITED SPIRITS LTD Annual General Meeting Management Appoint a Director in place of Dr. Nicholas Bodo Blazquez, who retires by rotation For For President of Diageo Africa and a member of Global Executive committee of Diageo Plc. Attended last AGM.

14-Jul-16 UNITED SPIRITS LTD Annual General Meeting Management Appointment of Auditors For Abstain Board Best Suited

14-Jul-16 UNITED SPIRITS LTD Annual General Meeting Shareholder Appointment of Mr. Vinod Rao as Independent Director For For Former director of Asia Pacific; Diageo. Adds value and in line with statutory requirements.

14-Jul-16 UNITED SPIRITS LTD Annual General Meeting Management Consider erosion of Net Worth For For Enabling resolution and no concern identified.

15-Jul-16 JINDAL STEEL & POWER LTD Postal Ballot Management Divestment of 1,000 MW power plant of Jindal Power Ltd (96.4% subsidiary) to JSW Energy Ltd (related

party) at a maximum enterprise value of Rs.65bn plus value of net current assetsFor For It’d help the company reduce leverage.

15-Jul-16 JINDAL STEEL & POWER LTD Postal Ballot Management Sale of two captive power plants aggregating 920 MW to its 96.4% subsidiary, Jindal Power Limited For For It’d help reorganize debt.

15-Jul-16 JINDAL STEEL & POWER LTD Postal Ballot Management Shift registered office to Raigarh, Chhattisgarh from Hisar, Haryana For For In line with statutory requirements

17-Jul-16 PNC INFRATECH LTD Postal Ballot Management Revision in remuneration of Pradeep Kumar Jain, Chairman and Managing Director with effect from 1

April 2016For For Routine Resolution

17-Jul-16 PNC INFRATECH LTD Postal Ballot Management Revision in remuneration of Naveen Kumar Jain, Wholetime Director with effect from 1 April 2016 For For Routine Resolution

17-Jul-16 PNC INFRATECH LTD Postal Ballot Management Revision in remuneration of Chakresh Kumar Jain, Managing Director with effect from 1 April 2016 For For Routine Resolution

17-Jul-16 PNC INFRATECH LTD Postal Ballot Management Revision in remuneration of Yogesh Kumar Jain, Managing Director with effect from 1 April 2016 For For Routine Resolution

17-Jul-16 PNC INFRATECH LTD Postal Ballot Management Revision in remuneration of Anil Kumar Rao, Wholetime Director with effect from 1 January 2016 For For Routine Resolution

17-Jul-16 PNC INFRATECH LTD Postal Ballot Management Sub-division of equity shares from the face value of Rs.10 to Rs. 2 each For For For Liquidity enhancement

17-Jul-16 PNC INFRATECH LTD Postal Ballot Management Alteration to the Capital Clause of the Memorandum of Association (MoA) following the sub-division of

equity sharesFor For Routine Resolution

17-Jul-16 PNC INFRATECH LTD Postal Ballot Management Special incentive of Anil Kumar Rao For For Routine Resolution

17-Jul-16 PNC INFRATECH LTD Postal Ballot Management Change in utilization of IPO proceeds as mentioned in Prospectus dated 14th may 2015 For Abstain Best suited to board

18-Jul-16 WIPRO LTD Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For Abstain Routine proposal.

18-Jul-16 WIPRO LTD Annual General Meeting Management Ratify interim dividend of Rs. 5 per share and declare final dividend of Rs. 1 per share (FV Rs.5) For For The total dividend per share decreased from Rs. 12 in FY15 to Rs. 6 in FY16. Consequently, the payout ratio has decreased from

43% to 22Wipro has announced its intention for a buyback of equity shares through a tender offer to buy back up to 40 mn

equity shares of Rs 2 each (representing 1.62% of total equity capital) from the shareholders on a proportionate basis. The

buyback price will be Rs 625 per equity share payable in cash for an aggregate amount not exceeding Rs 25.0 bn. If the buyback

is considered the payout ratio for FY16 is 53%.

18-Jul-16 WIPRO LTD Annual General Meeting Management Reappoint Rishad Premji as Director liable to retire by rotation For For His reappointment is in line with the statutory requirements

18-Jul-16 WIPRO LTD Annual General Meeting Management Reappoint BSR & Co LLP as auditor for FY17 For Abstain BSR & Co was appointed as the statutory auditor for Wipro in 2005-06. The same auditors have therefore been auditing the

company’s accounts for 11 years. Nevertheless, in our opinion, the reappointment of the audit firm is not in line with the Voting

Policy on Auditor Rotation as the total tenure exceeds 10 years.

18-Jul-16 WIPRO LTD Annual General Meeting Shareholder Appoint Dr. Patrick J Ennis (DIN 07463299) as Independent Director for five years till 31 March 2021 For For His appointment is in line with all the statutory requirements

18-Jul-16 WIPRO LTD Annual General Meeting Shareholder Appoint Patrick Dupuis (DIN 07480046) as Independent Director for five years till 31 March 2021 For For His appointment is in line with all the statutory requirements

18-Jul-16 WIPRO LTD Annual General Meeting Shareholder Reappoint N Vaghul (DIN 00002014) as Independent Director for three years till 31 July 2019 For Abstain Narayan Vagul is the former chairman of ICICI Bank. He has been on Wipro’s board for 19 years (appointed on 09 June 1997).

Due to his long association (>10 years) with the company, he is considered non-independent

18-Jul-16 WIPRO LTD Annual General Meeting Shareholder Reappoint Dr. Ashok S Ganguly (DIN 00010812) as Independent Director for three years till 31 July 2019 For Abstain Dr. Ashok Ganguly is the former chairman of Hindustan Unilever Ltd. He has been on Wipro’s board for 17 years (appointed on

01 Jan 1999). Due to his long association (>10 years) with the company, he is considered non-independent

18-Jul-16 WIPRO LTD Annual General Meeting Shareholder Reappoint M K Sharma (DIN 00327684) as Independent Director for five years till 30 June 2021 For For His reappointment is in line with all the statutory requirements

18-Jul-16 WIPRO LTD Annual General Meeting Shareholder Reappoint T.K Kurien (DIN 03009368) as an Executive Director till 31 March 2017 and to fix his

remuneration

For For Based on the remuneration policy followed by Wipro and our estimates we believe T.K Kurien’s proposed remuneration will be

commensurate with the size and complexity of the business, and comparable to his industry peers

18-Jul-16 WIPRO LTD Annual General Meeting Shareholder Appoint Abidali Neemuchwala (DIN 02478060) as CEO and Executive Director till 31 January 2021 and to

fix his remunerationFor For Based on the remuneration policy followed by Wipro and our estimates we believe Abidali Neemuchwala’s proposed

remuneration will be commensurate with the size and complexity of the business, and comparable to his industry peers

18-Jul-16 WIPRO LTD Annual General Meeting Management Approve remuneration terms of Rishad Azim Premji, as Whole Time Director and Chief Strategy Officer For For Rishad Premji’s proposed remuneration will be commensurate with the size and complexity of the business, and comparable to

his industry peers

19-Jul-16 EXIDE INDUSTRIES LTD Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year ended 31 March 2016. For For Routine Resolution

19-Jul-16 EXIDE INDUSTRIES LTD Annual General Meeting Management To confirm interim dividend of Rs. 1.6 per share and declare final dividend of Rs. 0.8 per share of face

value Re.1 each.

For For Good practice to share profits with share holders

19-Jul-16 EXIDE INDUSTRIES LTD Annual General Meeting Management Reappoint AK Mukherjee as Director For For His re-appointment is in line with all the statutory requirements.

19-Jul-16 EXIDE INDUSTRIES LTD Annual General Meeting Management Reappoint Nadeem Kazim as Director For For His re-appointment is in line with all the statutory requirements.

19-Jul-16 EXIDE INDUSTRIES LTD Annual General Meeting Management Reappointment of SR Batliboi & Co as statutory auditors For Abstain Exide proposes to reappoint SR Batliboi & Co. LLP as statutory auditors for FY17. SR Batliboi & Co. LLP is part of the Ernst &

Young (EY) network: firms part of the EY network have been Exide’s auditors for the past 16 years. The reappointment of SR

Batliboi & Co. LLP is not in line with the spirit of Section 139 of the Companies Act, 2013.

19-Jul-16 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 FY17For For The board has approved the appointment of Shome & Banerjee as cost auditors for the year ending 31 March 2017 on a total

remuneration of Rs. 900,000 plus applicable service tax and out of pocket expenses. This is commensurate to the size of the

company.

19-Jul-16 EXIDE INDUSTRIES LTD Annual General Meeting Shareholder Appoint Nawshir H Mirza as an Independent Director for a period of five years with effect from 19 July

2016

For For Nawshir H Mirza is the former senior partner of S. R. Batliboi & Co. His appointment is in line with all statutory requirements.

19-Jul-16 EXIDE INDUSTRIES LTD Annual General Meeting Management Appoint Gautam Chatterjee as MD and CEO for period of three years with effect from 1 May 2016 and

fix his remunerationFor For Gautam Chatterjee is the joint MD of the company. He will succeed P K Kataky as MD & CEO from 1 May 2016. His proposed

remuneration of Rs.40.0 mn, subject to a 10% annual increase, is in line with the peers.

19-Jul-16 EXIDE INDUSTRIES LTD Annual General Meeting Management Appoint Arun Mittal as Whole-time Director-Industrial for period of three years with effect from 1 May


For For Arun Mittal was the COO of Chloride International Limited (wholly owned subsidiary). His proposed remuneration of Rs.12.0

mn, subject to a 10% annual increase, is in line with the peers.

Page 9

19-Jul-16 EXIDE INDUSTRIES LTD Annual General Meeting Management To increase commission for non-executive directors to a maximum of Rs.15 mn annually from Rs. 10 mn

annually.

For For Earlier, commission was paid to two independent directors with a maximum cap of Rs.10 mn. The company proposed to

increase the cap to Rs.15mn, and extend the commission to other non-executive directors. Setting a cap on the amount of

commission to be paid to non-executive directors is a good governance practice.

19-Jul-16 MINDTREE LIMITED Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For Abstain Routine proposal.

19-Jul-16 MINDTREE LIMITED Annual General Meeting Management To confirm four interim dividends aggregating Rs.13.0 per equity share and to declare final dividend of

Rs.3.0 per equity share (face value Rs.10.0)

For For The total dividend outflow including dividend tax for FY16 is Rs.2.1 bn. Dividend payout ratio for FY16 is 34.5%

19-Jul-16 MINDTREE LIMITED Annual General Meeting Management Reappoint V G Siddhartha as Non-Executive Non-Independent Director For For V G Sidddhartha is the promoter of the Coffee Day Group. He retires by rotation, and his reappointment is in line with the

statutory requirements. He has attended 50% of the board meetings held in FY16 and 81% of the board meetings over the past

three years. We expect directors to take their responsibilities seriously and attend all board meetings

19-Jul-16 MINDTREE LIMITED Annual General Meeting Management Ratification of Deloitte Haskins & Sells as statutory auditors for FY17 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 reappointment must be ratified annually. The ratification of Deloitte Haskins & Sells is in line with our Voting Policy

19-Jul-16 MINDTREE 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, 2013For For Mindtree 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 company’s website

19-Jul-16 MINDTREE LIMITED Annual General Meeting Shareholder Appoint Milind Sarwate as an Independent Director for a period of five years from 19 July 2016 For For Milind Sarwate is the founder and CEO of Increate Value Advisors LLP. His appointment is in line with the statutory

requirements

19-Jul-16 BHARAT FINANCIAL INCLUSION LTD Postal Ballot Management Increase borrowing limit from Rs.90 bn to Rs.125 bn For For Routine Resolution

19-Jul-16 BHARAT FINANCIAL INCLUSION LTD Postal Ballot Management Create charges/mortgages on assets of the company For For Routine Resolution

19-Jul-16 BHARAT FINANCIAL INCLUSION LTD Postal Ballot Management Approve private placement of non-convertible debentures (NCDs) For For Routine Resolution

19-Jul-16 ULTRATECH CEMENT LTD. Annual General Meeting Management Adoption of accounts For Abstain Routine proposal

19-Jul-16 ULTRATECH CEMENT LTD. Annual General Meeting Management Declaration of dividend on equity shares for FY15 For For Dividend for shareholders

19-Jul-16 ULTRATECH CEMENT LTD. Annual General Meeting Management Re-appoint Mrs. Rajashree Birla as Non-Executive Non-Independent Director For For In line with all the statutory requirements

19-Jul-16 ULTRATECH CEMENT LTD. Annual General Meeting Management Ratify appointment of BSR & Co LLP as joint statutory auditors for a period of five years For For In line with all the statutory requirements

19-Jul-16 ULTRATECH CEMENT LTD. Annual General Meeting Management Appoint Khimji Kunverji & Co as joint statutory auditors for a period of five years For For In line with all the statutory requirements

19-Jul-16 ULTRATECH CEMENT LTD. Annual General Meeting Management Approve remuneration payable to NI Mehta & Co and ND Birla & Co as cost auditor of the company for

FY16For For In line with all the statutory requirements.

19-Jul-16 ULTRATECH CEMENT LTD. Annual General Meeting Shareholder Appoint KK Maheshwari as Executive Director For For Mr. Maheshwari is an experienced hand at Aditya Birla Group and co. would be served well under his leadership

19-Jul-16 ULTRATECH CEMENT LTD. Annual General Meeting Shareholder Appoint KK Maheshwari as Managing Director for four years and fix his remuneration For For In line with all the statutory requirements.

19-Jul-16 ULTRATECH CEMENT LTD. Annual General Meeting Shareholder Appoint Ms. Alka Bharucha as Independent Director for five years For For In line with all the statutory requirements.

19-Jul-16 ULTRATECH CEMENT LTD. Annual General Meeting Shareholder Appoint Atul Daga as Executive Director For For Mr. Daga is an experienced hand at Aditya Birla Group.

19-Jul-16 ULTRATECH CEMENT LTD. Annual General Meeting Shareholder Appoint Atul Daga as Executive Director and CFO for five years and fix his remuneration For For In line with all the statutory requirements.

19-Jul-16 ULTRATECH CEMENT LTD. Annual General Meeting Management Approve private placement of secured non-convertible debentures of up to Rs.90 bn For For Required for business purposes

19-Jul-16 ULTRATECH CEMENT LTD. Annual General Meeting Management Approve borrowing limits of up to Rs 60 bn over and above the paid up capital and free reserves For For Required for business purposes

19-Jul-16 ULTRATECH CEMENT LTD. Annual General Meeting Management Create charges/mortgages on assets of the company For For Required for business purposes

19-Jul-16 ULTRATECH CEMENT LTD. Annual General Meeting Management Increase Foreign Institutional Investor (FII) holding limit from 24% to 30% For For In line with all the statutory requirements.

20-Jul-16 DEWAN HOUSING FINANCE CORPORATION LTD Annual General Meeting Management Adoption of Financial Statements for the financial year ended on March 31, 2016 For For Routine Resolution

20-Jul-16 DEWAN HOUSING FINANCE CORPORATION LTD Annual General Meeting Management Confirmation of the payment of two Interim Dividends and declaration of Final Dividend on equity

shares.


20-Jul-16 DEWAN HOUSING FINANCE CORPORATION LTD Annual General Meeting Management Appointment of a Director in place of Mr. Dheeraj Wadhawan (DIN â€“ 00096026) who retires by

rotation at this Annual General Meeting and being eligible, offers himself for re-appointment


20-Jul-16 DEWAN HOUSING FINANCE CORPORATION LTD Annual General Meeting Management Appointment of M/s. Chaturvedi & Shah (FRN-101720W) as Statutory Auditors of the Company. For For Routine Resolution

20-Jul-16 DEWAN HOUSING FINANCE CORPORATION LTD Annual General Meeting Shareholder Appointment of Dr Rajiv Kumar (DIN-02385076) as a Director of the Company and as an Independent

Director

For For Compliant with law, no concern identified

20-Jul-16 DEWAN HOUSING FINANCE CORPORATION LTD Annual General Meeting Management Issuance of Non-Convertible Debentures and/or Other Hybrid Instruments on Private Placement Basis For For Compliant with law, no concern identified

20-Jul-16 JAMMU AND KASHMIR BANK LTD Annual General Meeting Management Adoption of Financial Statements for the financial year ended on March 31, 2016 For For Routine Resolution

20-Jul-16 JAMMU AND KASHMIR BANK LTD Annual General Meeting Management Declaration of dividend on equity shares For For Routine Resolution

20-Jul-16 JAMMU AND KASHMIR BANK LTD Annual General Meeting Management To fix the remuneration of Statutory Auditors for the financial year 2016-2017 For For Routine Resolution

20-Jul-16 JAMMU AND KASHMIR BANK LTD Annual General Meeting Management Appoint Ms. Masooda Jabeen as Independent Director For For Her appointment is in line with statutory requirements.

20-Jul-16 JAMMU AND KASHMIR BANK LTD Annual General Meeting Management Amend Articles of Association of the company to increase sitting fees for Non-Executive Directors to

Rs.25000 per meeting from Rs.15000 per meeting

For For The proposed change in sitting fees is reasonable

20-Jul-16 JAMMU AND KASHMIR BANK LTD Annual General Meeting Management Fix remuneration for non-executive directors upto one percent of net profit, not exceeding Rs. 1 mn per

annum to each non-executive directorFor For The amount of upto Rs. 1mn per annum per director is in line with industry peers and as per statutory guidelines.

20-Jul-16 JAMMU AND KASHMIR BANK LTD Annual General Meeting Management Amend Articles of Association of the company to reduce maximum number of Government nominee

directors from four to three

For For In order to accommodate the increased number of Independent Directors required as per the provisions of the Companies Act,

2013, J&K bank proposes to reduce the number of directors the Jammu & Kashmir government can nominate to the board from

four to three.

20-Jul-16 SASKEN COMMUNICATION TECHNOLOGIES LTD Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For Abstain Routine proposal

20-Jul-16 SASKEN COMMUNICATION TECHNOLOGIES LTD Annual General Meeting Management Ratification of interim dividends of Rs.3 and Rs.4 per share and special dividend of Rs. 25 per share (Face

Value: Rs.10)For For The total dividend outflow including dividend tax for the year is ~Rs.630.3 bn. The dividend payout ratio for the year is ~30.2%.

20-Jul-16 SASKEN COMMUNICATION TECHNOLOGIES LTD Annual General Meeting Management Re-appoint Ms. Neeta Revankar as Director For For Ms. Neeta Revankar, 49, is the Chief Financial Officer of Sasken Communication Technologies Ltd. She retires by rotation and

her re-appointment is in line with statutory requirements.

20-Jul-16 SASKEN COMMUNICATION TECHNOLOGIES LTD Annual General Meeting Management Re-appoint Pranabh Mody as Non-Executive Non-Independent Director For Abstain Pranabh Mody has attended only 63% of the board meetings held in FY16, and 73% of the board meetings held over the past

three years. We expect directors to take their responsibilities seriously and attend all board meetings. We have a 75% threshold

over a three-year period, while approving a director’s re-appointment.

20-Jul-16 SASKEN COMMUNICATION TECHNOLOGIES LTD Annual General Meeting Management Re-appoint SR Batliboi & Associates LLP as statutory auditors for one year For Abstain SR Batliboi & Associates LLP have been Sasken’s statutory auditors for at least the past 10 years. The ratification of SR Batliboi &

Associates LLP is not in line with our Voting Policy on Auditor Rotation nor does it follow the spirit of Section 139 of the

Companies Act 2013

20-Jul-16 SASKEN COMMUNICATION TECHNOLOGIES LTD Annual General Meeting Shareholder Appoint Sunirmal Talukdar as Independent Director for five years For For Sunirmal Talukdar, 64, is the Former Group Executive President and CFO of Hindalco Industries. His appointment is in line with


21-Jul-16 CAIRN INDIA LIMITED Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For For Routine Resolution

21-Jul-16 CAIRN INDIA LIMITED Annual General Meeting Management To declare final dividend of Rs.3.0 per share (face value Rs.10.0 each) For For Good for equity share holders

21-Jul-16 CAIRN INDIA LIMITED Annual General Meeting Management Reappointment of Ms. Priya Agarwal as Director For For Reappointment is in line with the statutory requirements.

21-Jul-16 CAIRN INDIA LIMITED Annual General Meeting Management Reappointment of SR Batliboi & Co as statutory auditors for FY17 and to fix their remuneration For For Maintains continuity

21-Jul-16 CAIRN INDIA LIMITED Annual General Meeting Management Pay upto 1% of net profit as commission to non-executive directors For For The aggregate commission paid to non-executive directors in each of the past three years was Rs.30 mn, which is less than

0.05% of net profit, good for size of company.

Page 10

21-Jul-16 CAIRN INDIA LIMITED Annual General Meeting Management Ratify payment of Rs.885,000 as remuneration to Shome & Banerjee cost auditors for FY17 For For The total remuneration proposed to be paid to the cost auditors in FY17 is reasonable compared to the size and scale of

operations.

21-Jul-16 Jyothy Laboratories Ltd Annual General Meeting Management Adoption of accounts For Abstain Board Best suited

21-Jul-16 Jyothy Laboratories Ltd Annual General Meeting Management Confirm interim dividend For For Good policy to pay divided to shareholders

21-Jul-16 Jyothy Laboratories Ltd Annual General Meeting Management Declare final dividend For For Good policy to pay divided to shareholders

21-Jul-16 Jyothy Laboratories Ltd Annual General Meeting Management Reappointment of K Ullas Kamath as director For For Jt. Managing Director And has been there for 19 years and contributed to growth.

21-Jul-16 Jyothy Laboratories Ltd Annual General Meeting Management Appointment of SRBC & Co. LLP as statutory auditors For Abstain Board Best Suited

21-Jul-16 Jyothy Laboratories Ltd Annual General Meeting Management Reappointment of Ramachandran Moothedath as Chairman & Managing Director for five years and

revise the term of remuneration

For For Ramanchandran holds a post graduate degree in Financial Management from University of Management. He set up Jyothy

Laboratory in 1983. He has over 40 years of experience in sales, production and general management. Regular for all meetings.

21-Jul-16 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.

21-Jul-16 ASHOK LEYLAND Annual General Meeting Management a) Adoption of standalone financial statements for the year ended 31 March 2016 b) Adoption of

consolidated financial statements for the year ended 31 March 2016For For Routine purpose

21-Jul-16 ASHOK LEYLAND Annual General Meeting Management Declare dividend of Rs.0.95 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-16 ASHOK LEYLAND Annual General Meeting Management Reappoint AK Das as a Non-Executive Non-Independent director For For His reappointment is in line with all the statutory requirements.

21-Jul-16 ASHOK LEYLAND Annual General Meeting Management Reappoint M S Krishnaswami & Rajan and Deloitte Haskins & Sells as joint statutory auditors for one year For Abstain The reappointment is not in keeping with the spirit of Section 139 of the Companies Act 2013.

21-Jul-16 ASHOK LEYLAND Annual General Meeting Shareholder Appoint Dr. Andrew C Palmer as an independent director for a term of five years with effect from 4

November 2015

For For His reappointment is in line with all the statutory requirements.

21-Jul-16 ASHOK LEYLAND Annual General Meeting Management Reappoint Vinod K Dasari as CEO & MD for a term of 5 years w.e.f 1 April 2016 For For His reappointment is in line with all the statutory requirements.

21-Jul-16 ASHOK LEYLAND Annual General Meeting Management Ratify remuneration paid to Geeyes and Co, as Cost Auditor for FY 16 For For The total remuneration of Rs.0.5 mn paid to the cost auditors in 2016 is reasonable compared to the size and scale of

operations.

21-Jul-16 ASHOK LEYLAND Annual General Meeting Management Approve commission of upto 1% of profits to Non-Executive Directors For For Based on FY16 profits, this amounts to an average of Rs.6.6 mn per director, which is reasonable given the size and scale of

operations.

21-Jul-16 ASHOK LEYLAND Annual General Meeting Management Issue upto 108.3 mn equity shares or convertible securities For For Assuming that all 108.3 mn equity shares are issued, this will result in equity dilution of ~3.7% for existing shareholders. In a

recent conference call for Q42016, the company has confirmed that it does not have any immediate requirement for equity

infusion and the proposal is just an enabling resolution which will give it flexibility to raise capital if required. Given that the

potential dilution is low, there is no material impact for minority shareholders.

21-Jul-16 ASHOK LEYLAND Annual General Meeting Management Issue non-convertible debentures/(NCD) aggregating Rs.7.0 bn on private placement basis For For The company has a strong credit profile with a rating of ICRA AA-/Stable/ICRA A1+, which denotes high degree of safety

regarding timely servicing of debt obligations. The proposed NCD issue of Rs.7 bn will be within the overall borrowing limit of

Rs.80 bn.

21-Jul-16 ASHOK LEYLAND Annual General Meeting Management Approve Ashok Leyland Employees Stock Option Plan 2016 comprising upto 4.27 mn (0.15% of issued

capital) stock optionsFor For The company has not specified an exercise price. Assuming all the options are granted at face value, the cost per year will

aggregate to Rs.82 mn (assuming a vesting period of five years). This represents 0.8% of the consolidated FY16 PAT. Given the

small size of the scheme and intrinsic mode of accounting adopted by the company, the dilution and cost implications for the

scheme is expected to be marginal.

21-Jul-16 HDFC BANK Ltd Annual General Meeting Management Adoption of the audited financial statements (standalone and consolidated) for the year ended March

31, 2016 and the reports of the Board of Directors and Auditors thereon.For For Routine Resolution

21-Jul-16 HDFC BANK Ltd Annual General Meeting Management Declaration of Dividend on equity shares. For For Routine Resolution

21-Jul-16 HDFC BANK Ltd Annual General Meeting Management Appointment of Director in place of Mr. Keki Mistry, (DIN No. 00008886) who retires by rotation and

being eligible, offers himself for re-appointment.For For Reappointment

21-Jul-16 HDFC BANK Ltd Annual General Meeting Management Appointment of Director in place of Mrs. Renu Karnad, (DIN No. 00008064) who retires by rotation and,

being eligible, offers herself for re-appointment.For For Reappointment

21-Jul-16 HDFC BANK Ltd Annual General Meeting Management Re-appointment of Statutory Auditors and fixing of their remuneration. For For Reappointment

21-Jul-16 HDFC BANK Ltd Annual General Meeting Shareholder Appointment of Mr. Umesh Chandra Sarangi, (DIN No. 02040436) as Independent Director of the Bank. For For Appointment compliant with the law

21-Jul-16 HDFC BANK Ltd Annual General Meeting Management Approval of related party transactions with HDFC Limited pursuant to applicable provisions. For For No concern has been identified in the related party transaction.

21-Jul-16 HDFC BANK Ltd Annual General Meeting Management Approval of related party transaction with HDB Financial Services Limited pursuant to applicable

provisions.

For For The company HDB Financial Services Limited (HDBFSL) is 97%+ subsidiary of the Bank and the proposed transaction is at arm’s

length and in ordinary course of business. No concern has been identified in the related party transaction.

21-Jul-16 HDFC BANK Ltd Annual General Meeting Management Revision in the terms of appointment of Mr. Paresh Sukthankar, (DIN No. 01843099) Deputy Managing

Director.

For For No concern has been identified

21-Jul-16 HDFC BANK Ltd Annual General Meeting Management Payment of remuneration to Non-Executive Directors of the Bank. For For No governance issues identified. Individual director’s maximum commission is capped.

21-Jul-16 HDFC BANK Ltd Annual General Meeting Management Increase in authorized share capital of the Bank For For Routine Resolution

21-Jul-16 HDFC BANK Ltd Annual General Meeting Management Amendment of clause V of Memorandum of Association For For The Bank has proposed to increase the Authorized Share Capital of the Bank. This is an enabling Resolution, no governance

issue observed.

21-Jul-16 HDFC BANK Ltd Annual General Meeting Management Raising of additional capital For For No concern has been identified regarding issue of perpetual debt instruments in form of NCD/ Bonds. The issue is in compliance

with the RBI Guideline.

21-Jul-16 HDFC BANK Ltd Annual General Meeting Management Grant of employee stock options. For For Compliant with law

21-Jul-16 BHARAT FINANCIAL INCLUSION LTD Annual General Meeting Management Adoption of Financial Statements for the financial year ended on March 31, 2016 For For Routine Resolution

21-Jul-16 BHARAT FINANCIAL INCLUSION LTD Annual General Meeting Management Reappoint Paresh Patel as Non-Executive Non-Independent Director For Abstain Attendance being lower

21-Jul-16 BHARAT FINANCIAL INCLUSION LTD Annual General Meeting Management Ratify appointment of S.R Batliboi & Co., LLP as statutory auditors For For Routine Resolution

21-Jul-16 BHARAT FINANCIAL INCLUSION LTD Annual General Meeting Shareholder Appoint Rajender Mohan Malla as Independent Director for five years For For Rajender Mohan Malla is the former CMD of IDBI Bank. His appointment is in line with all the statutory requirements.

21-Jul-16 BHARAT FINANCIAL INCLUSION LTD Annual General Meeting Management Revise remuneration for M. Ramachandra Rao, MD & CEO to a maximum of Rs.52 mn For For M Ramachandra Rao has been the company’s MD & CEO since 2010. He was paid Rs.28.6 mn in FY16. His revised remuneration

of upto Rs.52 mn is in line with industry peers and commensurate with the size and scale of operations.

21-Jul-16 BHARAT FINANCIAL INCLUSION LTD Annual General Meeting Management Issue equity linked securities of upto Rs.7.5 bn For For Positive for growth and capital ratio

21-Jul-16 BHARAT FINANCIAL INCLUSION LTD Annual General Meeting Management Increase authorized capital of the company from Rs.1.55 bn to Rs.1.70 bn For For The increase in authorized capital will help facilitate the proposed issuance of securities

21-Jul-16 KARUR VYSYA BANK Annual General Meeting Management Adoption of Financial Statements for the financial year ended on March 31, 2016 For For Routine Resolution

21-Jul-16 KARUR VYSYA BANK Annual General Meeting Management Declaration of dividend on equity shares For For Routine Resolution

21-Jul-16 KARUR VYSYA BANK Annual General Meeting Management Reappoint A J Suriyanarayana as director liable to retire by rotation For For Reappointment

21-Jul-16 KARUR VYSYA BANK Annual General Meeting Management Reappoint M K Venkatesan as director liable to retire by rotation For For Reappointment

21-Jul-16 KARUR VYSYA BANK Annual General Meeting Management Reappoint Abarna & Ananthan as statutory auditors for two years For For Reappointment

21-Jul-16 KARUR VYSYA BANK Annual General Meeting Management Appointment of Statutory Auditors For For Routine Resolution

21-Jul-16 KARUR VYSYA BANK Annual General Meeting Management Appoint B. Swaminathan as Part-time Chairman (Non-Executive Independent) for three years till 19

January 2019 and to fix his remuneration


21-Jul-16 KARUR VYSYA BANK Annual General Meeting Management Appoint M V Srinivasamoorthi as non-executive non-independent director liable to retire by rotation

from 27 August 2015

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

21-Jul-16 KARUR VYSYA BANK Annual General Meeting Management Appoint Mrs. K L Vijayalakshmi as Independent director for a period of three years from 26 May 2016 For For His appointment is in line with all statutory requirements.

21-Jul-16 KARUR VYSYA BANK Annual General Meeting Management Appoint Dr K S Ravichandran as Independent director for a period of three years from 26 May 2016 For For His appointment is in line with all statutory requirements.

22-Jul-16 ITC LIMITED Annual General Meeting Management Adoption of accounts For Abstain Board Best suited

22-Jul-16 ITC LIMITED Annual General Meeting Management Declare dividend For For Good policy to pay divided to shareholders

22-Jul-16 ITC LIMITED Annual General Meeting Management Reappoint Nakul Anand as Whole-time Director For For Nakul Anand oversees the Hospitality, Travel, Tourism and Lifestyle Retailing businesses of the Company. This is in line with

industry

Page 11

22-Jul-16 ITC LIMITED Annual General Meeting Management Ratification of Deloitte Haskins & Sells’ reappointment as statutory auditor and to fix their remuneration

at Rs.26.5mn for FY17

For Abstain Board best suited; but as good practise auditos must be changed regularly. Remuneration is in line with industry practise

22-Jul-16 ITC LIMITED Annual General Meeting Management Appoint Sanjiv Puri as a Whole-time Director for a period of three years and fix his remuneration For For Sanjiv Puri is an alumnus from IIT Kanpur, India. He is the former President, FMCG Business- cigarettes, food, personal care,

education and stationery products; going forward he will alsolook at paper and packaging business His remunerationis in line

with industry

22-Jul-16 ITC LIMITED Annual General Meeting Management Appoint Rajiv Tandon as a Whole-time Director for a period of three years and fix his remuneration For For Rajiv Tandon is the CFO of the company. He is a chartered accountant with over three decades of experience.

22-Jul-16 ITC LIMITED Annual General Meeting Management Appoint Ms. Nirupama Rao as an Independent Director for a term of five years with effect from 8 April

2016For For She is retired IAS officer; appointment in line with industry practice.

22-Jul-16 ITC LIMITED Annual General Meeting Management Appoint Yogesh Chander Deveshwar as a Non-Executive Chairperson for a term of three years with

effect from 5 February 2017

For For Yogesh Chander Deveshwar will retire from his executive position and continue as the non-executive Chairperson for a period

of three years effective 5 February 2017. He will not be liable to retire by rotation. This will facilitate a smooth transition to the

new leadership

22-Jul-16 ITC LIMITED Annual General Meeting Management To increase the remuneration of four Whole Time Directors with effect from 1 April 2016 till the expiry

of their respective terms

For For The proposed remuneration is commensurate with the size and complexity of the responsibilities and is comparable to peers.

22-Jul-16 ITC LIMITED Annual General Meeting Management To set annual commission at a maximum of Rs. 6mn for each non-executive director for a period of

three years

For For ITC proposes to pay annual commission to each non-executive director between Rs.3 mn and Rs.6 mn, subject to the aggregate

commission not exceeding 1% of profits

22-Jul-16 ITC LIMITED Annual General Meeting Management Ratify remuneration of Rs.0.4 mn (plus reimbursement of actual expenses) for P. Raju Iyer, cost auditors

for the ‘Paper and Paperboard’ and ‘Nicotine Gum’ products of the company for FY17

For For Remuneration is in line with industry practice.

22-Jul-16 ITC LIMITED Annual General Meeting Management Ratify remuneration of Rs. 0.5 mn (plus reimbursement of actual expenses) for Shome & Banerjee, cost

auditors for all products other than the ‘Paper and Paperboard’ and ‘Nicotine Gum’ products of the

company for FY17


22-Jul-16 AXIS BANK LTD Annual General Meeting Management To receive, consider and adopt: (a) the audited financial statements of the Bank for the financial year

ended 31st March 2016 and the Reports of the Board of Directors and the Auditors thereon; and (b) the

audited consolidated financial statements for the financial year ended 31st March 2016 and the Report

of the Auditors thereon.


22-Jul-16 AXIS BANK LTD Annual General Meeting Management Declaration of dividend on the Equity Shares of the Bank For For Routine Resolution

22-Jul-16 AXIS BANK LTD Annual General Meeting Management Appointment of a Director in place of Shri V. Srinivasan (DIN 00033882), who retires by rotation and

being eligible, has offered himself for re-appointment.


22-Jul-16 AXIS BANK LTD Annual General Meeting Management Ratification of the appointment of M/s. S. R. Batliboi & Co LLP, Chartered Accountants, Mumbai,

(Membership No. 301003E) as the Statutory Auditors of the Bank to hold office as such from the

conclusion of this Annual General Meeting until the conclusion of next Annual General Meeting, subject

to the approval of the Reserve Bank of India

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

Auditors of the Bank.

22-Jul-16 AXIS BANK LTD Annual General Meeting Shareholder Appointment of Shri Rakesh Makhija (DIN 00117692) as an Independent Director of the Bank, for a

period of five consecutive years w.e.f. 27th October 2015 upto 26th October 2020.For For No concern has been identified in the profile, time commitment and performance

22-Jul-16 AXIS BANK LTD Annual General Meeting Shareholder Appointment of Smt. Ketaki Bhagwati (DIN 07367868) as an Independent Director of the Bank, for a

period of five consecutive years w.e.f. 19th January 2016 upto 18th January 2021For For No concern has been identified in the profile, time commitment and performance

22-Jul-16 AXIS BANK LTD Annual General Meeting Shareholder Appointment of Shri B. Babu Rao (DIN 00425793) as a Non Executive Director of the Bank For For Appointment Compliant with Law

22-Jul-16 AXIS BANK LTD Annual General Meeting Management Revision in the remuneration payable to Smt. Shikha Sharma (DIN 00043265) as the Managing Director &

CEO of the Bank, w.e.f. 1st June 2016, subject to the approval of the Reserve Bank of India.


22-Jul-16 AXIS BANK LTD Annual General Meeting Management Re-appointment of Shri V. Srinivasan (DIN 00033882) as the Whole Time Director designated as the

Executive Director & Head (Corporate Banking) of the Bank, from 15th October 2015 upto 20th

December 2015 and thereafter as the Whole Time Director designated as the Deputy Managing Director

of the Bank, for a period of three years w.e.f. 21st December 2015 upto 20th December 2018, in terms

of the approval granted by the Reserve Bank of India


22-Jul-16 AXIS BANK LTD Annual General Meeting Management Revision in the remuneration payable to Shri. V. Srinivasan (DIN 00033882) as the Whole Time Director

designated as the Deputy Managing Director of the Bank, w.e.f. 1st June 2016, subject to the approval of

the Reserve Bank of India.


22-Jul-16 AXIS BANK LTD Annual General Meeting Shareholder Appointment of Dr. Sanjiv Misra (DIN 03075797) as an Independent Director of the Bank, for a period of

five consecutive years w.e.f. 12th May 2016 upto 11th May 2021


22-Jul-16 AXIS BANK LTD Annual General Meeting Management Appointment of Dr. Sanjiv Misra (DIN 03075797) as the Non Executive (Part-Time) Chairman of the Bank,

for a period of five consecutive years w.e.f. 12th May 2016 upto 11th May 2021, subject to the approval

of the Reserve Bank of India


22-Jul-16 AXIS BANK LTD Annual General Meeting Shareholder Appointment of Shri Rajiv Anand (DIN 02541753) as a Director of the Bank. For For He will retire by rotation and his appointment is in line with all statutory requirements.

22-Jul-16 AXIS BANK LTD Annual General Meeting Management Appointment of Shri Rajiv Anand (DIN 02541753) as the Whole Time Director designated as the

Executive Director (Retail Banking) of the Bank, for a period of three years w.e.f.12th May 2016 upto

11th May 2019, subject to the approval of the Reserve Bank of India.


22-Jul-16 AXIS BANK LTD Annual General Meeting Shareholder Appointment of Shri Rajesh Dahiya (DIN 0007508488) as a Director of the Bank. For For He will retire by rotation and his appointment is in line with all statutory requirements.

22-Jul-16 AXIS BANK LTD Annual General Meeting Management Appointment of Shri Rajesh Dahiya (DIN 0007508488) as the Whole Time Director designated as the

Executive Director (Corporate Centre) of the Bank, for a period of three years w.e.f. 12th May 2016 upto

11th May 2019, subject to the approval of the Reserve Bank of India.


22-Jul-16 AXIS BANK LTD Annual General Meeting Management Payment of Profit Related Commission to the Non-Executive Directors (excluding the Non Executive

Chairman) of the Bank, for a period of five years w.e.f. 1st April 2015.


22-Jul-16 AXIS BANK LTD Annual General Meeting Management Borrowing/Raising funds in Indian Currency/Foreign Currency by issue of Debt Instruments including

but not limited to bonds, green bonds and non-convertible debentures for an amount of upto Rs.

35,000 crore.


22-Jul-16 KOTAK MAHINDRA BANK LTD Annual General Meeting Management Adoption of the financial statements for the year ended 31st March, 2016 and the Reports of the

Directors and the Auditors thereon.For For Routine Resolution

22-Jul-16 KOTAK MAHINDRA BANK LTD Annual General Meeting Management Declaration of dividend on equity shares for the year ended March 31, 2016. For For Routine Resolution

22-Jul-16 KOTAK MAHINDRA BANK LTD Annual General Meeting Management Reappointment of S.R. Batliboi & Co., LLP as auditors of the Bank and fixing their remuneration. For For Reappointment

22-Jul-16 KOTAK MAHINDRA BANK LTD Annual General Meeting Management Retirement of Mr. Sarda (DIN: 03480129), who retires by rotation and does not seek reelection. For For Routine Resolution

22-Jul-16 KOTAK MAHINDRA BANK LTD Annual General Meeting Shareholder Appointment of Mr. C. Jayaram (DIN: 00012214) as non-executive non-independent director of the

Bank.For For Compliant with law. No concern has been identified

22-Jul-16 KOTAK MAHINDRA BANK LTD Annual General Meeting Management Increase in remuneration of Dr. Shankar Acharya (DIN:00033242), part-time Chairman of the Bank. For For No concerns have been identified with respect to increase in remuneration of Dr. Acharya. As the same is subject to the

approval of Reserve Bank of India

Page 12

22-Jul-16 KOTAK MAHINDRA BANK LTD Annual General Meeting Management Payment of commission to Non-Executive Directors of the Bank. For For The Bank is seeking shareholders’ approval to pay profit related commission to its Non-Executive Directors (except the

Chairperson). The resolution is in line with the RBI guideline for payment of commission to NEDs.

22-Jul-16 Persistent Systems Ltd. Annual General Meeting Management Adoption of standalone financial statements for the year ended 31 March 2016 and Adoption of


For Abstain Routine proposal

22-Jul-16 Persistent Systems Ltd. Annual General Meeting Management To confirm two interim dividends aggregating Rs.8.0 per equity share (face value Rs.10.0) For For Dividend payout is encouraged

22-Jul-16 Persistent Systems Ltd. Annual General Meeting Management Ratification of Deloitte Haskins & Sells LLP as joint statutory auditors For For The ratification of Deloitte Haskins & Sells LLP is in line with Voting Policy on Auditor Rotation and follows the spirit of Section

139 of the Companies Act, 2013

22-Jul-16 Persistent Systems Ltd. Annual General Meeting Management Ratification of Joshi Apte & Co as joint statutory auditors For For Joshi Apte & Co has been Persistent’s joint statutory auditors for the past 10 years (since FY07). The ratification does not follow

the spirit of Section 139 of the Companies Act 2013. However, the company has informed that Joshi Apte & Co will not continue

as joint statutory auditors after FY17.

22-Jul-16 Persistent Systems Ltd. Annual General Meeting Management Reappoint Mritunjay Singh as an Executive Director and President – Services for three years from 22 July

2016 and fix his remuneration up to Rs.28.9 mn

For For The proposed remuneration is in line with that of peers and commensurate with the size and complexity of the business

22-Jul-16 Persistent Systems Ltd. Annual General Meeting Shareholder Appoint Thomas Kendra as an Independent Director for a period of five years with effect from 22

January 2016

For For His appointment is in line with the statutory requirements

22-Jul-16 SUNDARAM FINANCE LTD Annual General Meeting Management Adoption of the financial statements for the year ended 31st March, 2016 and the Reports of the

Directors and the Auditors thereon.For For Routine Resolution

22-Jul-16 SUNDARAM FINANCE LTD Annual General Meeting Management Declaration of dividend on equity shares for the year ended March 31, 2016. For For Routine Resolution

22-Jul-16 SUNDARAM FINANCE LTD Annual General Meeting Management To reappoint TT Srinivasaraghavan as an Executive Director For For Reappointment

22-Jul-16 SUNDARAM FINANCE LTD Annual General Meeting Management To reappoint S Ravindran as a Non-Executive Non-Independent Director For For Reappointment

22-Jul-16 SUNDARAM FINANCE LTD Annual General Meeting Management To reappoint Brahmayya & Company as statutory auditors for a period of one year and fix statutory fees

at Rs. 6.0 mn in addition to Rs. 1.5 mn for tax audit fees and certification fees


23-Jul-16 UNICHEM LABORATORIES LTD. Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For For Routine Resolution

23-Jul-16 UNICHEM LABORATORIES LTD. Annual General Meeting Management To declare a final dividend of Rs. 2 per equity share For For Routine resolution

23-Jul-16 UNICHEM LABORATORIES LTD. Annual General Meeting Management Ratify B. D. Jokhakar & Co. as statutory auditors for FY17 For For Reappointment is in line with statutory requirements

23-Jul-16 UNICHEM LABORATORIES LTD. Annual General Meeting Shareholder Reappoint Prakash Mody as a Director For For Routine resolution

23-Jul-16 UNICHEM LABORATORIES LTD. Annual General Meeting Management Fix remuneration to cost auditors, Y. R. Doshi & Co., for FY17 For For In-line with Companies Act 2013 read along with Companies (Cost Audit Report) Rules 2013

23-Jul-16 ORIENT CEMENT LIMITED Annual General Meeting Management Adoption of financial statements For Abstain Routine proposal

23-Jul-16 ORIENT CEMENT LIMITED Annual General Meeting Management Declaration of final dividend For For Dividend for shareholders

23-Jul-16 ORIENT CEMENT LIMITED Annual General Meeting Management Re-appoint Ms. Amita Birla as Non-Executive Non-Independent Director For For In line with statutory requirements

23-Jul-16 ORIENT CEMENT LIMITED Annual General Meeting Management Ratify reappointment of SR Batliboi & Co LLP as statutory auditors for FY16 For For In line with statutory requirements

23-Jul-16 ORIENT CEMENT LIMITED Annual General Meeting Shareholder Appoint Swapan Dasgupta as Independent Director for five years For For In line with statutory requirements

23-Jul-16 ORIENT CEMENT LIMITED Annual General Meeting Management Fix remuneration for Desh Deepak Khetrapal as Managing Director and CEO with effect from 1 April

2016For For In line with statutory requirements

23-Jul-16 ORIENT CEMENT LIMITED Annual General Meeting Management Approve remuneration of Rs. 80,000 payable to Somnath Mukherjee as cost auditor of the company for

FY17


24-Jul-16 MOIL LIMITED Postal Ballot Management Buyback upto 34.8 mn equity shares at Rs.248 per share via tender offer For For The buyback will return surplus cash to its shareholders.

25-Jul-16 INFO EDGE (INDIA) LIMITED Annual General Meeting Management Adoption of financial statements for FY16 and adoption of consolidated financial statements for FY16 For Abstain Routine proposal

25-Jul-16 INFO EDGE (INDIA) LIMITED Annual General Meeting Management To confirm two interim dividends aggregating Rs.3.0 per equity share (face value Rs.10.0) For For Info Edge (India) Limited (Info Edge) has paid two interim dividends aggregating Rs.3.0 per equity share (Re.1.0 and Rs.2.0). The

total dividend outflow including dividend tax for FY16 is Rs.0.4 bn. The dividend payout ratio for FY16 is 30.8%.

25-Jul-16 INFO EDGE (INDIA) LIMITED Annual General Meeting Management Reappoint Kapil Kapoor as Non-Executive Non-Independent Director For For Kapil Kapoor is the Chairperson of the company. He retires by rotation, and his reappointment is in line with the statutory

requirements

25-Jul-16 INFO EDGE (INDIA) LIMITED Annual General Meeting Management Reappointment of Price Waterhouse & Co as statutory auditors for FY17 For Abstain Price Waterhouse & Co have been Info Edge’s statutory auditors for 10 years. The reappointment is not in line with our Voting

Policy on Auditor appointment nor does it follow the spirit of Section 139 of the Companies Act 2013

25-Jul-16 INFO EDGE (INDIA) LIMITED Annual General Meeting Management Appointment of branch auditors to conduct the audit of accounts of branch offices of the company

situated in countries other than India

For For Info Edge proposes to appoint branch auditors to conduct the audit of accounts of branch offices of the company situated in

countries other than India for FY17 at remuneration fixed by the board.

25-Jul-16 INFO EDGE (INDIA) LIMITED Annual General Meeting Management Fix commission for non-executive directors for the next five years at an amount not exceeding 1% of net

profitsFor For The board is seeking approval of shareholders to fix payment of commission to non-executive directors at an amount not

exceeding 1% of the net profits. Companies should set a cap in absolute terms on the commission that will be paid to the non-

executive directors

25-Jul-16 INFO EDGE (INDIA) LIMITED Annual General Meeting Management Reappoint Sanjeev Bikhchandani as Executive Vice-Chairman & Whole-time Director for five years from

27 April 2016 and fix his remuneration

For For The reappointment of Sanjeev Bikhchandani as Executive Vice-Chairman & Whole-time Director is in line with the statutory

requirements. The proposed remuneration of ~Rs.19.0 mn is commensurate with the size and complexity of the business and is

in line with the peers.

25-Jul-16 INFO EDGE (INDIA) LIMITED Annual General Meeting Management Reappoint Hitesh Oberoi as Managing Director & Chief Executive Officer for five years from 27 April

2016 and fix his remunerationFor For The reappointment of Hitesh Oberoi as Managing Director & Chief Executive Officer is in line with the statutory requirements.

The proposed remuneration of ~Rs.19.0 mn is commensurate with the size and complexity of the business and is in line with the

peers

25-Jul-16 VA TECH WABAG LIMITED Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year ended 31 March 2016 For Abstain Routine Resolution

25-Jul-16 VA TECH WABAG LIMITED Annual General Meeting Management Declare dividend of Rs 4 per equity share (face value of Rs 2 per share For For Routine Resolution

25-Jul-16 VA TECH WABAG LIMITED Annual General Meeting Management Reappoint S Varadarajan as Executive Director For For Reappointment

25-Jul-16 VA TECH WABAG LIMITED Annual General Meeting Management Ratify appointment of Walker Chandiok & Co. LLP as auditors For For Routine Resolution

25-Jul-16 VA TECH WABAG LIMITED Annual General Meeting Management Ratify remuneration of Rs. 500,000 to S. Chandrasekaran as cost auditor of the company for FY16 and

FY17For For Routine Resolution

25-Jul-16 ORIENTAL HOTELS LIMITED Annual General Meeting Management a. Adoption of financial statements b. Adopt Consolidated Financial Statements For Abstain Routine proposal

25-Jul-16 ORIENTAL HOTELS LIMITED Annual General Meeting Management To declare final dividend For Abstain While we support dividend for shareholders. Capital conservation might be more important given company Is struggling

financially.

25-Jul-16 ORIENTAL HOTELS LIMITED Annual General Meeting Management To reappoint D. Vijayagopal Reddy as a Non-Executive Non-Independent director For For In line with statutory requirements

25-Jul-16 ORIENTAL HOTELS LIMITED Annual General Meeting Management To reappoint D. Varada Reddy as a Non-Executive Non-Independent director For For In line with statutory requirements

25-Jul-16 ORIENTAL HOTELS LIMITED Annual General Meeting Management Ratify SNB Associates for a period of one year and fix their remuneration For Abstain SNB Associates have been joint auditors for 17 years, their continuation is not in spirit of the Companies Act 2013

25-Jul-16 ORIENTAL HOTELS LIMITED Annual General Meeting Shareholder Appoint Ms. Gita Nayyar as an Independent director for a period of five years from 31 July 2015 For For In line with statutory requirements

25-Jul-16 ORIENTAL HOTELS LIMITED Annual General Meeting Shareholder Appoint Vijay Sankar as an Independent director for a period of five years from 12 May 2016 For For In line with statutory requirements

25-Jul-16 JOHNSON CONTROLS-HITACHI AIR CONDITIONING INDIA LIMITEDAnnual General Meeting Management Adoption of accounts For Abstain Board Best suited

25-Jul-16 JOHNSON CONTROLS-HITACHI AIR CONDITIONING INDIA LIMITEDAnnual General Meeting Management Declare dividend For For Good policy to pay divided to shareholders

25-Jul-16 JOHNSON CONTROLS-HITACHI AIR CONDITIONING INDIA LIMITEDAnnual General Meeting Management Re-appoint Mr. Anil Shah as Director who retires by rotation For For Mr. Shah attended all the Board meetings and AGMs held in last three years. He adds value to the board.

25-Jul-16 JOHNSON CONTROLS-HITACHI AIR CONDITIONING INDIA LIMITEDAnnual General Meeting Management Re-appoint Mr. Gurmeet Singh

as Director who retires by

rotation

For For Mr. Singh is appointed as Executive Director of the Company w.e.f. 21st July, 2014. Mr. Singh attended all the Board meetings

and AGM held in the last year.

25-Jul-16 JOHNSON CONTROLS-HITACHI AIR CONDITIONING INDIA LIMITEDAnnual General Meeting Management Appointment of Auditors For Abstain Board best suited but rotation of auditor is a good practice.

Page 13

25-Jul-16 JOHNSON CONTROLS-HITACHI AIR CONDITIONING INDIA LIMITEDAnnual General Meeting Management Appointment of Cost Auditors

for the year starting from

1st April, 2016

For For No concern has been identified in this regard

25-Jul-16 JOHNSON CONTROLS-HITACHI AIR CONDITIONING INDIA LIMITEDAnnual General Meeting Management Appointment of Mr. Franz

Cerwinka as a Director of the

Company

For For Mr. Cerwinka is CEO of Johnson Controls-Hitachi Air Conditioning, holding Company of the Company, effective from 1st

October, 2015. He will add value to the company.

25-Jul-16 JOHNSON CONTROLS-HITACHI AIR CONDITIONING INDIA LIMITEDAnnual General Meeting Management Appointment of Mr. Atsushi Ohtsuka as a Managing Director of the. For For Mr. Ohtsuka as a Managing Director of the Company for a period of three years with effect from 1st September, 2015 at a

remuneration of ` 1.75 crore p.a. Compensation is in line with industry.

25-Jul-16 JOHNSON CONTROLS-HITACHI AIR CONDITIONING INDIA LIMITEDAnnual General Meeting Management Appointment of Mr. Varghese Joseph as an Executive Director

of the Company

For For Mr. Joseph as an Executive Director of the Company for a period of three years with effect from 1st August, 2015 at a

remuneration of ` 1.50 crore p.a. He attended 2 of the 2 Board meetings held in last year after his appointment on Board

25-Jul-16 JOHNSON CONTROLS-HITACHI AIR CONDITIONING INDIA LIMITEDAnnual General Meeting Management Increase in remuneration of Mr. Anil Shah, CFO & Executive

Director of the Company from the year 2015-16.


25-Jul-16 JOHNSON CONTROLS-HITACHI AIR CONDITIONING INDIA LIMITEDAnnual General Meeting Management Re-appoint Mr. Anil Shah as a CFO & Executive Director of

the Company

For For Mr. Shah as a CFO & Executive Director of the Company for a period of three years with effect from 1st June, 2016. Mr. Shah

attended all the Board meetings and AGMs held in last three years.

25-Jul-16 JOHNSON CONTROLS-HITACHI AIR CONDITIONING INDIA LIMITEDAnnual General Meeting Management Increase in remuneration of Mr. Vinay Chauhan, Executive

Director of the Company from the year 2015-16

For For No governance issue observed in the increase in Remuneration of Mr. Chauhan

25-Jul-16 JOHNSON CONTROLS-HITACHI AIR CONDITIONING INDIA LIMITEDAnnual General Meeting Management Re-appoint Mr. Vinay Chauhan as an Executive Director of

the Company


25-Jul-16 JOHNSON CONTROLS-HITACHI AIR CONDITIONING INDIA LIMITEDAnnual General Meeting Management Increase remuneration of

Mr. Gurmeet Singh, Executive

Director of the Company from

the year 2015-16


25-Jul-16 JOHNSON CONTROLS-HITACHI AIR CONDITIONING INDIA LIMITEDAnnual General Meeting Management To approve change of name of the Company For For No concern has been identified in the resolution

25-Jul-16 JOHNSON CONTROLS-HITACHI AIR CONDITIONING INDIA LIMITEDAnnual General Meeting Management To maintain Register of Members

at M/s. Link Intime India Pvt.

Limited, Registrar and Transfer

Agent

For For No concern is identified in the Resolution. SES recommends that shareholders vote

25-Jul-16 JOHNSON CONTROLS-HITACHI AIR CONDITIONING INDIA LIMITEDAnnual General Meeting Management To substitute all Articles of existing ‘Articles of Association For For Some articles are no longer in conformity with the new Companies Act, 2013. Therefore, the existing ‘Articles of Association’ of

the Company are to be re-aligned as per the provisions of the new Act.

26-Jul-16 COROMANDEL INTERNATIONAL LIMITED Annual General Meeting Management a. Adoption of standalone financial statements for the year ended 31 March 2016 b. Adoption of



26-Jul-16 COROMANDEL INTERNATIONAL LIMITED Annual General Meeting Management To declare final dividend of Rs.4.0 per equity share (face value Re.1.0) For For Good for equity share holders

26-Jul-16 COROMANDEL INTERNATIONAL LIMITED Annual General Meeting Management Reappoint A Vellayan as Non-Executive Non-Independent Director For For Reappointment is in line with the statutory requirements.

26-Jul-16 COROMANDEL INTERNATIONAL LIMITED Annual General Meeting Management Ratification of Deloitte Haskins & Sells’ appointment as statutory auditors for FY17 For For 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.

26-Jul-16 COROMANDEL INTERNATIONAL LIMITED Annual General Meeting Shareholder Appoint Sumit Bose as an Independent Director for a period of five years For For Sumit Bose was the Union Finance Secretary (Secretary, Department of Revenue). He was appointed as an Additional Director of

the company on 21 March 2016. His appointment is in line with the statutory requirements.

26-Jul-16 COROMANDEL INTERNATIONAL LIMITED Annual General Meeting Shareholder Appoint Sameer Goel as an Executive Director For For His appointment is in line with the statutory requirements.

26-Jul-16 COROMANDEL INTERNATIONAL LIMITED Annual General Meeting Management Appoint Sameer Goel as Managing Director for five years from 1 October 2015 and fix his remuneration For For The proposed remuneration is commensurate with the size and complexity of the business and is in line with the peers.

26-Jul-16 COROMANDEL INTERNATIONAL LIMITED Annual General Meeting Management Ratify appointment of S Govindarajan as Manager for a period of two months from 1 August 2015 and

fix remuneration for that period

For For He has been associated with company since 1992 and is now working as Executive Vice President & Head of Commercial. In line

with the requirements.

26-Jul-16 COROMANDEL INTERNATIONAL LIMITED Annual General Meeting Management Approve remuneration of Rs.1.0 mn for V Kalyanaraman and Jyothi Satish as cost auditors for FY17 For For The total remuneration proposed to be paid to the cost auditors in FY17 is reasonable compared to the size and scale of the

company’s operations.

26-Jul-16 V-GUARD INDUSTRIES LTD Annual General Meeting Management Adoption of accounts For Abstain Board Best suited

26-Jul-16 V-GUARD INDUSTRIES LTD Annual General Meeting Management Declare dividend For For Good policy to pay divided to shareholders

26-Jul-16 V-GUARD INDUSTRIES LTD Annual General Meeting Management Re-appointment of Mrs. Joshna Johnson Thomas, Director For For As a Human Resources professional, she has the opportunity to work across multiple organizations in the Middle East. Currently

she is the Non-Executive Director in V-Star Creations Pvt. Ltd.

26-Jul-16 V-GUARD INDUSTRIES LTD Annual General Meeting Management Ratify the appointment of M/s. S R Batliboi & Associates LLP, Chartered Accountants . For For No concern has been identified in relation to ratification of Statutory Auditors

26-Jul-16 V-GUARD INDUSTRIES LTD Annual General Meeting Management Re-appointment of Mr. Ramachandran Venkataraman, as WTD, designated as Director and COO For For Having more than 25 years cross functional experience in Hindustan Uniliver/Unilever and L G Electronics. No other concern

identified.

26-Jul-16 V-GUARD INDUSTRIES LTD Annual General Meeting Management Payment of Commission to Mrs. Joshna Johnson Thomas, Non-Executive Director, for a period of three

years

For For She is also a member of the Nomination & Remuneration Committee. The amount of commission payable to her shall be

decided by the Board of Directors, and the same shall not exceed 1% of the net profits of the Company for each financial year

26-Jul-16 V-GUARD INDUSTRIES LTD Annual General Meeting Management Ratification of payment to cost Auditors For For In line with industry practise

26-Jul-16 V-GUARD INDUSTRIES LTD Annual General Meeting Management Increase in Borrowing Limit For For Almost entire existing borrowing limits of the Company is unutilized. Approval is for acquisition which company may do; given

that management follows good practice no concern identified.

26-Jul-16 V-GUARD INDUSTRIES LTD Annual General Meeting Management To increase the limit for investing in securities of other Bodies Corporate under Section 186 of the

Companies Act, 2013, up to aggregate limit of ` 750.00 crores

For For Almost entire existing borrowing limits of the Company is unutilized. Approval is for acquisition which company may do; given

that management follows good practice no concern identified.

26-Jul-16 V-GUARD INDUSTRIES LTD Annual General Meeting Management To issue further number of options to the extent of 2,25,000 nos. for grant under ESOS 2013 For For Stocks are to be granted to eligible employees, based upon performance and other parameters. No other concern identified.

26-Jul-16 V-GUARD INDUSTRIES LTD Annual General Meeting Management To grant options to identified employees during any one year, equal to or exceeding one percentage of

the issued capital of the Company at the time of grant of option.

For For Stocks are to be granted to eligible employees, based upon performance and other parameters. No other concern identified.

26-Jul-16 V-GUARD INDUSTRIES LTD Annual General Meeting Management Sub-division of Equity Shares from the face value of ` 10/- per share to face value of ` 1/- per share For For Will help to increase liquidity.

26-Jul-16 V-GUARD INDUSTRIES LTD Annual General Meeting Management Alteration of Capital Clause of Memorandum of Association of the Company to effect the sub-division of

Equity Shares of the Company

For For This is enabling resolution so as to enable the stock split.

26-Jul-16 V-GUARD INDUSTRIES LTD Annual General Meeting Management To increase the Authorised Share Capital of the Company from ` 35 crores to ` 40 crores For For No concern has been identified in relation to increase in authorized capital of the Company

26-Jul-16 ZEE ENTERTAINMENT ENTERPRISES LTD Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For Abstain Routine proposal.

26-Jul-16 ZEE ENTERTAINMENT ENTERPRISES LTD Annual General Meeting Management Confirm dividend on preference shares For For Total outflow on account of the dividend paid on the preference shares in FY15 amounted to Rs.1.45 bn. The company paid

dividend at 6% per annum on preference shares of face value Re. 1.

26-Jul-16 ZEE ENTERTAINMENT ENTERPRISES LTD Annual General Meeting Management Declare dividend of Rs.2.25 per equity share of face value Re 1 For For For FY16, the total outflow including dividend distribution tax aggregates Rs.2.6 bn. In the last three years, the dividend payout

has ranged between 28-31%.

26-Jul-16 ZEE ENTERTAINMENT ENTERPRISES LTD Annual General Meeting Management Reappoint Subhash Chandra as a Director For For Subhash Chandra the Promoter chairperson of the company. He retires by rotation and his reappointment is in line with


26-Jul-16 ZEE ENTERTAINMENT ENTERPRISES LTD Annual General Meeting Management Reappoint MGB & Co as statutory auditor for one year For Abstain Zee proposes to reappoint MGB & Co as statutory auditors: MGB & Co have been Zee’s statutory auditors for the past 24 years.

The reappointment is not in line with our Voting Policy on Auditor Rotation nor follows the spirit of Section 139 of the

Companies Act 2013.

26-Jul-16 ZEE ENTERTAINMENT ENTERPRISES LTD Annual General Meeting Shareholder Appoint Adesh Kumar Gupta as an Independent Director up to 29 December 2018 For For His appointment is in line with all statutory requirements.

26-Jul-16 ZEE ENTERTAINMENT ENTERPRISES LTD Annual General Meeting Shareholder Reappoint Sunil Sharma as an Independent Director up to 21 January 2020 For For His current term will expire on 21 January 2017. His re appointment is in line with all statutory requirements.

Page 14

26-Jul-16 ZEE ENTERTAINMENT ENTERPRISES LTD Annual General Meeting Shareholder Reappoint Ms. Neharika Vohra as an Independent Director up to 11 March 2020 For For Her current term will expire on 11 March 2017. Her re appointment is in line with all statutory requirements

26-Jul-16 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 The documents will be maintained within the same city where the registered office is located; we believe that this will not

inconvenience shareholders

26-Jul-16 AKZO NOBEL INDIA LIMITED Annual General Meeting Management Adoption of accounts For Abstain Board Best suited

26-Jul-16 AKZO NOBEL INDIA LIMITED Annual General Meeting Management Declare dividend For For Good policy to pay divided to shareholders

26-Jul-16 AKZO NOBEL INDIA LIMITED Annual General Meeting Management Re-appointment of Mr. Arabinda Ghosh as a Director For For Experience in Finance and General Management in the global business units of Powder Coatings, Automotive and Aerospace

Coatings, Marine & Protective Coatings and Metal Coatings Divisions. Regular to all meetings.

26-Jul-16 AKZO NOBEL INDIA LIMITED Annual General Meeting Management Appointment of Auditors For Abstain Board Best Suited

26-Jul-16 AKZO NOBEL INDIA LIMITED Annual General Meeting Shareholder Appointment of Mr. Pradip Kumar Menon as a Wholetime Director of the Company and fixation of his

remuneration

For For He is currently the Managing Director (non-board position) of the Marine & Protective Coating Business of the AkzoNobel

Group based in London. He has attended 50% meetings and keeps updated on all developments.

26-Jul-16 AKZO NOBEL INDIA LIMITED Annual General Meeting Management To ratify payment of Remuneration to Cost Auditors For For In Line with industry.

26-Jul-16 TATA COFFEE LIMITED Annual General Meeting Management Adoption of accounts For Abstain Board Best suited

26-Jul-16 TATA COFFEE LIMITED Annual General Meeting Management Declare dividend For For Good policy to pay divided to shareholders

26-Jul-16 TATA COFFEE LIMITED Annual General Meeting Management Reappoint T. Radhakrishnan as a Director For For T. Radhakrishnan is the Director – Instant Coffee Operations.

26-Jul-16 TATA COFFEE LIMITED Annual General Meeting Management Reappoint K. Venkataramanan as a Director For For K. Venkataramanan is the Director – Finance of the company

26-Jul-16 TATA COFFEE LIMITED Annual General Meeting Management Reappoint SNB Associates as joint statutory auditors for FY17 and fix their remuneration For For SNB Associates have been auditing the company’s accounts since the past 16 years. They have been retained to facilitate

transition

26-Jul-16 TATA COFFEE LIMITED Annual General Meeting Management Appoint Deloitte Haskins & Sells LLP as joint statutory auditors for a term of five years from 26 July 2016

and fix their remuneration

For For Deloitte Haskins &Sells LLP’s appointment as statutory auditors is in line with the statutoryrequirements.

26-Jul-16 TATA COFFEE LIMITED Annual General Meeting Shareholder Appoint Chacko Purackal Thomas as Director For For He is the former MD of Kanan Devan Hills Plantation Company Private Limited and has 24 years of experience in the plantation

sector

26-Jul-16 TATA COFFEE LIMITED Annual General Meeting Management Appoint Chacko Purackal Thomas as Executive Director and Deputy CEO for a period of three years from

4 August 2015 For For He is the former MD of Kanan Devan Hills Plantation Company Private Limited and has 24 years of experience in the plantation

sector

26-Jul-16 TATA COFFEE LIMITED Annual General Meeting Management Reappoint T. Radhakrishnan as Director – ICD Operations for a period of three years from 26 July 2016 For Abstain He has over 33 years of experience in the area of Chemical Engineering. His experience would be useful.

26-Jul-16 TATA COFFEE LIMITED Annual General Meeting Management Ratify remuneration of Rs. 275,000 (plus service tax and out of pocket expenses) for Rao Murthy &

Associates, as cost auditors for 2017


26-Jul-16 FIRSTSOURCE SOLUTIONS LTD Annual General Meeting Management (a)Adoption of financial statements for the year ended 31 March 2016

(a)Adoption of consolidated financial statements for the year ended 31 March 2016For Abstain Routine proposal.

26-Jul-16 FIRSTSOURCE SOLUTIONS LTD Annual General Meeting Management Re-appointment of Mr. Shashwat Goenka who retires by rotation For For His reappointment is in line with all the statutory requirements

26-Jul-16 FIRSTSOURCE SOLUTIONS LTD Annual General Meeting Management Reappointment of BSR & Co LLP as statutory auditors For For M/s. B S R & Co. LLP are Statutory Auditors of the Company for more than 10 consecutive years. As a good governance the

Company should have changed their Auditors at the AGM held in the year 2014. Instead, the Company appointed them for a

period of 1 year at the 13th AGM convened on 1st August, 2014, and further appointed them for 2 years at the 14th AGM to

hold office till the conclusion of 16th AGM, subject to ratification by members. As the appointment of M/s. B S R & Co. LLP, as

Statutory Auditors has already been approved by members for a term of 2 years.

26-Jul-16 FIRSTSOURCE SOLUTIONS LTD Annual General Meeting Management Re-appointment of Mr. Rajesh Subramaniam (DIN 02617781), as Managing Director and CEO of the

Company

For For The Company is proposing appointment of Mr. Rajesh Subramaniam as Managing Directors & CEO of the Company for a period

of 3 years from 1st August, 2016 at a remuneration as stated in the explanatory statement annexed to the Notice

26-Jul-16 BAJAJ FINSERV LIMITED Annual General Meeting Management Adoption of Financial Statements for the financial year ended on March 31, 2016 For For Routine Resolution

26-Jul-16 BAJAJ FINSERV LIMITED Annual General Meeting Management Declaration of dividend on equity shares For For Routine Resolution

26-Jul-16 BAJAJ FINSERV LIMITED Annual General Meeting Management Reappointment of Madhur Bajaj, who retires by rotation For For Reappointment

26-Jul-16 BAJAJ FINSERV LIMITED Annual General Meeting Management Ratification of appointment of Dalal & Shah LLP, Chartered Accountants, as Statutory Auditors and fixing

their remuneration for the year 2016-17

For For No concern has been found

26-Jul-16 BAJAJ FINSERV LIMITED Annual General Meeting Management Approval of remuneration to Cost Auditor for the year 2016-17 For For No concern has been found

26-Jul-16 BAJAJ FINSERV LIMITED Annual General Meeting Management To approve an increase in limit under section 186 For For No concern has been found

26-Jul-16 JSW STEEL LTD. Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For Abstain Routine Proposal

26-Jul-16 JSW STEEL LTD. Annual General Meeting Management To declare dividend of Re.1 per 10% cumulative redeemable preference shares, forFY16 For For Dividend for preference shareholders

26-Jul-16 JSW STEEL LTD. Annual General Meeting Management Declare dividend on equity share For For Dividend for shareholders

26-Jul-16 JSW STEEL LTD. Annual General Meeting Management Reappoint Sajjan Jindal as Director retiring by rotation For For In line with statutory requirements

26-Jul-16 JSW STEEL LTD. Annual General Meeting Management Ratify the appointment of Deloitte Haskins & Sells as statutory auditors For Abstain Deloitte Haskins & Sells have been statutory auditors of the company for last 10 years. Their reappointment is not in line with

spirit of the Companies Act, 2013

26-Jul-16 JSW STEEL LTD. Annual General Meeting Management Ratification of remuneration aggregating Rs.1.2 mn payable to SR Bhargave& Co as cost auditor of the

company for FY17For For In line with statutory requirements

26-Jul-16 JSW STEEL LTD. Annual General Meeting Shareholder Appoint Malay Mukherjee as an Independent Director for five years For For In line with statutory requirements

26-Jul-16 JSW STEEL LTD. Annual General Meeting Shareholder Appoint Haigreve Khaitan as an Independent Director for five years For For In line with statutory requirements

26-Jul-16 JSW STEEL LTD. Annual General Meeting Management Issuance of redeemable Non-Convertible Debentures on a private placement basis aggregating up to

Rs.100.0 bnFor For Required for business purposes

26-Jul-16 JSW STEEL LTD. Annual General Meeting Management To issue securities to Qualified Institutional Buyers aggregating upto Rs.40.0 bn For For Required for business purposes

26-Jul-16 JSW STEEL LTD. Annual General Meeting Management Issuance of non-convertible foreign currency denominated bonds upto USD 2 bn For For Required for business purposes

26-Jul-16 JSW STEEL LTD. Annual General Meeting Management To increase the intercorporate transaction limit to Rs.150 bn plus free reserves (Rs.352.5 bn based on

FY16 financials)For For Required for business purposes

26-Jul-16 JSW STEEL LTD. Annual General Meeting Management Increase in borrowing limit to Rs. Rs.600 bn plus free reserves (Rs.802.5 bn based on FY16 financials) For Abstain Additional borrowings would increase balance sheet risk substantially.

26-Jul-16 JSW STEEL LTD. Annual General Meeting Management Provide charge on company’s assets For Abstain Additional borrowings would increase balance sheet risk substantially.

26-Jul-16 GE T&D INDIA LIMITED Annual General Meeting Management Adoption of the financial statements of the Company for the year ended March 31, 2016, including the

audited Balance Sheet, the Statement of Profit and Loss and the reports of the Board of Directors and

Auditors thereon.

For Abstain Routine Resolution

26-Jul-16 GE T&D INDIA LIMITED Annual General Meeting Management Declaration of dividend of Rs.1.80 (Rupee one and paise eighty only) per equity share for the financial

year ended on March 31, 2016.


26-Jul-16 GE T&D INDIA LIMITED Annual General Meeting Management Appointment of Director in place of Mr. Michel Augonnet, who retires by rotation and being eligible,

offers himself for re-appointment


26-Jul-16 GE T&D INDIA LIMITED Annual General Meeting Management Appointment of M/s B S R & Associates, LLP, Chartered Accountants, as Auditors to hold office from the

conclusion of 60th AGM until the conclusion of 65th AGM and to authorise the Board of Directors to fix

their remuneration


26-Jul-16 GE T&D INDIA LIMITED Annual General Meeting Management Approval of remuneration of Cost Auditors for the financial year ending March 31, 2017 For For Routine Resolution.

26-Jul-16 GE T&D INDIA LIMITED Annual General Meeting Management Change in name of the Company. For For In line with companies Act

26-Jul-16 GE T&D INDIA LIMITED Annual General Meeting Management Payment of commission to non executive directors, resident in India. For For In line with policy

26-Jul-16 GE T&D INDIA LIMITED Annual General Meeting Management Appointment of Mr. Ravi Kumar Krishnamurthy (DIN 03626516), Head AIS Business as Alternate Director

to Mr. Michel Augonnet and terms of his appointment.

For For Good Candidature

26-Jul-16 BAJAJ FINANCE LTD Annual General Meeting Management Adoption of accounts FY16 For For Routine Resolution

26-Jul-16 BAJAJ FINANCE LTD Annual General Meeting Management To declare final dividend of Rs. 7 per share and confirm interim dividend of Rs. 18 per share (face value

of Rs. 10 each)


Page 15

26-Jul-16 BAJAJ FINANCE LTD Annual General Meeting Management To reappoint Rahul Bajaj as director For For Reappointment

26-Jul-16 BAJAJ FINANCE LTD Annual General Meeting Management To ratify the reappointment of Dalal & Shah., as statutory auditors at a remuneration of Rs. 3.3 mn for

the year 2016-17


26-Jul-16 BAJAJ FINANCE LTD Annual General Meeting Management To issue non-convertible debentures under private placement basis For For Compliant with law

26-Jul-16 INDO COUNT INDUSTRIES LTD Annual General Meeting Management Adoption of standalone financial statements for the year ended 31 March 2016 For For Routine and mandatory resolution.

26-Jul-16 INDO COUNT INDUSTRIES LTD Annual General Meeting Management Adoption of consolidated financial statements for the year ended 31 March 2016 For For Routine and mandatory resolution.

26-Jul-16 INDO COUNT INDUSTRIES LTD Annual General Meeting Management Confirm interim dividend of Rs.1 per equity share (face value Rs 10 each) For For The total dividend per share is Rs. 2 per equity share for FY 16. The dividend payout ratio is 3.8 % for FY16

26-Jul-16 INDO COUNT INDUSTRIES LTD Annual General Meeting Management Declare final dividend of Rs.1 per equity share (face value Rs 10 each) For For The total dividend per share is Rs. 2 per equity share for FY 16. The dividend payout ratio is 3.8 % for FY16

26-Jul-16 INDO COUNT INDUSTRIES LTD Annual General Meeting Management Reappoint Kamal Mitra as a Whole-time Director For Abstain Kamal Mitra has more than 35 years of experience in textile. He was appointed as Executive Director in 2008. He has attended

only 40 % board meetings in FY16 and 65% over the last three years.

26-Jul-16 INDO COUNT INDUSTRIES LTD Annual General Meeting Management Ratify B K Shroff & Co’s reappointment as statutory auditors for FY17 For Abstain B K Shroff & Co has been auditing the ICIL’s accounts for the past 24 years. This is not with the spirit of the Companies Act 2013.

26-Jul-16 INDO COUNT INDUSTRIES LTD Annual General Meeting Shareholder Appoint Mohit Anilkumar Jain as a Whole-time Director For For Mohit Anilkumar Jain is being appointed as a Whole-time Director. His appointment meets all statutory requirements.

26-Jul-16 INDO COUNT INDUSTRIES LTD Annual General Meeting Shareholder Appoint Mohit Anilkumar Jain as Managing Director for five years and fix his remuneration for three

years

For Abstain The terms of his remuneration are open-ended and there is no cap on commission payable to him. Also, his remuneration is

high compared to peers and is not commensurate with the size of the company.

26-Jul-16 INDO COUNT INDUSTRIES LTD Annual General Meeting Management Reappoint Anil Kumar Jain as Executive Chairman for three years and fix his remuneration For Abstain The terms of his remuneration are open-ended and there is no cap on commission payable to him. Also, his remuneration is

high compared to peers and is not commensurate with the size of the company.

26-Jul-16 INDO COUNT INDUSTRIES LTD Annual General Meeting Management Reappoint K. R. Lalpuria as an Executive Director for three years and fix remuneration For For K R Lalpuria has attended 60% of the board meetings in FY16 and 86% of the meetings over the past 3 years. His proposed

remuneration of Rs. 7.2 mn is commensurate with his responsibilities and comparable to peers

26-Jul-16 INDO COUNT INDUSTRIES LTD Annual General Meeting Management Reappoint Kamal Mitra as Director (Works) for three years and fix his remuneration For Abstain His remuneration is in line with peers and is commensurate with the size and scale of operations. However, he has attended

only 40 % board meetings in FY16 and 65% over the last three year

26-Jul-16 INDO COUNT INDUSTRIES LTD Annual General Meeting Management Approve increase in borrowing limits from Rs 12 bn to Rs. 16 bn For Abstain The company has significant headroom in the available borrowing limits. Even if the second phase of expansion – estimated at

Rs.4.8bn – is fully debt funded, the company’s existing borrowing limits would suffice.

26-Jul-16 INDO COUNT INDUSTRIES LTD Annual General Meeting Management Approve the increase in creation of charge from Rs. 12bn to Rs. 16 bn on the assets of the company For Abstain We believe the need to increase debt to Rs.16bn is not clear.

26-Jul-16 SWARAJ ENGINES LTD Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year ended 31 March 2016 For For Routine purpose

26-Jul-16 SWARAJ ENGINES LTD Annual General Meeting Management To declare dividend on equity share For For Good practice to distribute part of profits to shareholders; income for the fund.

26-Jul-16 SWARAJ ENGINES LTD Annual General Meeting Management Reappoint Vijay Varma as Non-Executive Non-Independent Director For For His reappointment is in line with all the statutory requirements.

26-Jul-16 SWARAJ ENGINES LTD Annual General Meeting Management Reappoint Rajan Wadhera as Non-Executive Non-Independent Director For For His reappointment is in line with all the statutory requirements.

26-Jul-16 SWARAJ ENGINES LTD Annual General Meeting Management Reappoint Davinder S. Jaaj & Co as statutory auditors for FY17 For Abstain Davinder S. Jaaj & Co have been Swaraj’s statutory auditors for 20 years. The reappointment does not follow the spirit of


26-Jul-16 SWARAJ ENGINES LTD Annual General Meeting Management Adopt a new set of Articles of Association (AoA) to comply with provisions of Companies Act, 2013 For For The existing AoA are based on the Companies Act, 1956 and several regulations in the existing AoA contain references to

specific sections of the Companies Act, 1956 and some regulations in the existing AoA are no longer in conformity with the

Companies Act, 2013. The Companies Act, 2013 is now largely in force. With the coming into force of the Companies Act, 2013

several regulations of the existing AoA of the Company require alteration or deletions in several articles.

26-Jul-16 SWARAJ ENGINES LTD Annual General Meeting Management Fix commission for non-executive directors at an amount not exceeding 1% of net profits For For The company, through its AGM held on 31 July 2012, had obtained shareholder approval to pay commission not exceeding 1%

of net profits to its non-executive directors for five years from 1 April 2011. The board is seeking shareholder approval to

extend payment of commission (in addition to sitting fees) to non-executive directors at an amount not exceeding 1% of the net

profits for each financial year subject to a cap of 0.25% individually. In FY16, commission paid to non-executive directors

aggregated Rs.3.0 mn (0.6% of consolidated PAT).

26-Jul-16 SWARAJ ENGINES LTD Annual General Meeting Management Approve remuneration of Rs.70,000 for V. Kumar & Associates as cost auditors for FY17 For For The board has approved the appointment of V. Kumar & Associates as cost auditors for the year ending 31 March 2017 on a

total remuneration of Rs.70,000 plus taxes and out-of pocket expenses. The total remuneration proposed to be paid to the cost

auditors in FY17 is reasonable compared to the size and scale of operations of the company.

27-Jul-16 SHRIRAM TRANSPORT FINANCE COMPANY LTD Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For For Routine Resolution

27-Jul-16 SHRIRAM TRANSPORT FINANCE COMPANY LTD Annual General Meeting Management Confirm interim dividend of Rs.4 and declare final dividend of Rs.6 per share For For Routine Resolution

27-Jul-16 SHRIRAM TRANSPORT FINANCE COMPANY LTD Annual General Meeting Management Reappoint & Fix remuneration SR Batliboi & Co. LLP and GD Apte & Co., as joint statutory auditors for a

period of one year


27-Jul-16 SHRIRAM TRANSPORT FINANCE COMPANY LTD Annual General Meeting Management To not fill the vacancy subsequent to the retirement of Umesh Revankar For For Compliant with law

27-Jul-16 SHRIRAM TRANSPORT FINANCE COMPANY LTD Annual General Meeting Shareholder Appoint Jasmit Singh Gujral as a Director For For No concern has been identified

27-Jul-16 SHRIRAM TRANSPORT FINANCE COMPANY LTD Annual General Meeting Management Appoint Jasmit Singh Gujral as MD & CEO for three years and fix his remuneration For For Compliant with law

27-Jul-16 SHRIRAM TRANSPORT FINANCE COMPANY LTD Annual General Meeting Management Increase borrowing limit from Rs.670 bn to Rs.750 bn For For Routine Resolution

27-Jul-16 SHRIRAM TRANSPORT FINANCE COMPANY LTD Annual General Meeting Management Create charges on the company’s assets upto Rs.937.5 bn For For Routine Resolution

27-Jul-16 SHRIRAM TRANSPORT FINANCE COMPANY LTD Annual General Meeting Management Approve private placement of non-convertible debentures (NCD) of upto Rs.250 bn For For Routine Resolution

27-Jul-16 SHRIRAM TRANSPORT FINANCE COMPANY LTD Annual General Meeting Management Amend Articles of Association (AoA) to allow an authorized person to affix the company seal on official

documents

For For Special Resolution

27-Jul-16 HDFC LTD Annual General Meeting Management Adoption of Accounts For For Ordinary Resolution

27-Jul-16 HDFC LTD Annual General Meeting Management Declaration of dividend For For Ordinary Resolution

27-Jul-16 HDFC LTD Annual General Meeting Management Reappointment of Mr. D. M. Sukthankar, who retires by rotation For For Reappointment

27-Jul-16 HDFC LTD Annual General Meeting Management Ratification of the appointment of Messrs Deloitte Haskins & Sells LLP, Chartered Accountants as the

Auditors of the Corporation and fixing their remuneration

For For Ordinary Resolution

27-Jul-16 HDFC LTD Annual General Meeting Management Ratification of the appointment of Messrs PKF, Chartered Accountants as the Auditors of the

Corporation’s office at Dubai

For For Ordinary Resolution

27-Jul-16 HDFC LTD Annual General Meeting Management Approval to issue Redeemable Non-Convertible Debentures For For Business purpose

27-Jul-16 HDFC LTD Annual General Meeting Management Approval of related party transactions with HDFC Bank Limited For For Business purpose

27-Jul-16 HDFC LTD Annual General Meeting Management Increase in Borrowing Limit to borrow monies for the purposes of the business of the Corporation up to

an amount not exceeding Rs 3,50,000 crore

For For Business purpose

27-Jul-16 HDFC LTD Annual General Meeting Management Re-appointment of Mr. Keki M. Mistry as the Managing Director For For Reappointment

27-Jul-16 DR. REDDYS LABORATORIES LTD. Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For For Routine Resolution

27-Jul-16 DR. REDDYS LABORATORIES LTD. Annual General Meeting Management Declare dividend For For Dividend payout has increased to 30% from 24% of net profits.

27-Jul-16 DR. REDDYS LABORATORIES LTD. Annual General Meeting Management Reappoint K Satish Reddy as a Director For For Reappointment is in line with Companies Act

27-Jul-16 DR. REDDYS LABORATORIES LTD. Annual General Meeting Management Appoint S R Batliboi & Associates LLP as statutory auditors for five years For For Reappointment is in line with Companies Act

27-Jul-16 DR. REDDYS LABORATORIES LTD. Annual General Meeting Management Reappoint G V Prasad as Whole-time Director designated as Co-Chairman, Managing Director and Chief

Executive Officer for a term of five years with effect

from 30 January 2016 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

Page 16

27-Jul-16 DR. REDDYS LABORATORIES LTD. Annual General Meeting Shareholder Appoint Bharat Doshi as an Independent Director for five years with effect from

11 May 2016

For For Bharat Doshi is Former ED and Group CFO of M&M. His appointment is in line with all in line with all statutory requirements

27-Jul-16 DR. REDDYS LABORATORIES LTD. Annual General Meeting Shareholder Appoint Hans Peter Hasler as an Independent Director for five years with effect

from 17 June 2016

For For Hans Peter Hasler is Former MD of Wyeth . His appointment is in line with all in line with all statutory requirements

27-Jul-16 DR. REDDYS LABORATORIES LTD. Annual General Meeting Management Fix remuneration for non-executive directors at an amount not exceeding 1% of

net profits, cumulatively, for each financial year

For For Commission paid in F16 was 0.6% of standalone PAT which is reasonable

27-Jul-16 DR. REDDYS LABORATORIES LTD. Annual General Meeting Management Fix remuneration to Sagar & Associates, Cost Auditors, for FY17 For For Payment is commensurate to size of the company

27-Jul-16 BAJAJ AUTO LTD. Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year ended 31 March 2016 For For Routine Resolution

27-Jul-16 BAJAJ AUTO LTD. Annual General Meeting Management Declare final dividend of Rs. 5 and confirm interim dividend of Rs.50 per equity share (face value Rs 10

each)

For For Good practice to distribute part of profits to shareholders; income for the fund.

27-Jul-16 BAJAJ AUTO LTD. Annual General Meeting Management Reappoint Manish Kejriwal as a Non-Executive Non-Independent Director For For His reappointment is in line with all statutory requirements.

27-Jul-16 BAJAJ AUTO LTD. Annual General Meeting Management Reappoint Sanjiv Bajaj as a Non-Executive Non-Independent Director For For His reappointment is in line with all the statutory requirements

27-Jul-16 BAJAJ AUTO LTD. Annual General Meeting Management Ratification of Dalal & Shah as statutory auditors of the company and fix their remuneration For Abstain Auditors from the Dalal & Shah been Bajaj Auto’s auditors for the past 19 years (since 1998). The ratification doesn’t follow the

spirit of Section 139 of the Companies Act 2013.

27-Jul-16 BAJAJ AUTO LTD. Annual General Meeting Management Appoint Pradeep Shrivastava as a Director For For The company proposes to appoint Pradeep Shrivastava as a Director. He has been associated with the company for last 30

years. His appointment is in line with all the statutory requirements.

27-Jul-16 BAJAJ AUTO LTD. Annual General Meeting Management Appoint Pradeep Shrivastava as an Executive Director and fix his remuneration For For Pradeep Shrivastava is a B.Tech from IIT Delhi and PGDM from IIM-B. He was last serving as the COO of the company. The

company proposes to now appoint him as an Executive Director and fix his annual remuneration at Rs. 67.7 mn.

27-Jul-16 BAJAJ AUTO LTD. Annual General Meeting Management Approve commission of upto 1% of Net Profits to Non-Executive Directors for a period of five years For For In its 2011 AGM, the shareholders approved payment of commission upto 1 % of net profits to Non- Executive Directors for a

period of 5 years, ending in March 16. The company now wants to extend this payout for another 5 years commencing from

April 2016. The company has twelve non-executive directors on the board who are eligible to receive commission. Based on

FY16 standalone profits, the maximum permissible commission amounts to an average of Rs.30 mn per director. However, in

the past the payouts have been much lower (total commission of Rs.17.5 mn in FY16) and we expect similar payouts for the

duration of this resolution.

27-Jul-16 Shriram City Union Finance Limited Postal Ballot Management To approve creation of security on the assets / receivables to the extent of Rs. 350 bn and securitization

of receivables to the extent of Rs. 150 bn


27-Jul-16 TORRENT PHRMACEUTICALS LTD. Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For For Routine Resolution

27-Jul-16 TORRENT PHRMACEUTICALS LTD. Annual General Meeting Management Confirm interim dividend of Rs.35.0 per equity share (face value of Rs.5.0 each) For For Dividend payout is healthy at 40.5% of net profits

27-Jul-16 TORRENT PHRMACEUTICALS LTD. Annual General Meeting Management Reappoint Samir Mehta as a Director For For Reappointment is in line with Companies Act

27-Jul-16 TORRENT PHRMACEUTICALS LTD. Annual General Meeting Management Reappoint Deloitte Haskins & Sells as statutory auditor for one year For For Reappointment is in line with Companies Act

27-Jul-16 TORRENT PHRMACEUTICALS LTD. Annual General Meeting Management Fix remuneration to Kirit Mehta & Co., Cost Auditors, for FY17 For For In line with Section 148 of the Companies Act, 2013

27-Jul-16 IDFC LTD Annual General Meeting Management Adoption of accounts For For Routine Resolution

27-Jul-16 IDFC LTD Annual General Meeting Management Appointment of M/s. Deloitte Haskins & Sells LLP as Auditor from conclusion of this AGM till the

conclusion of next AGM to be held in FY 17-18. For For Routine Resolution

27-Jul-16 IDFC LTD Annual General Meeting Shareholder Appointment of Mr. Gautam Kaji as an Independent Director of the Company For For Reappointment

27-Jul-16 IDFC LTD Annual General Meeting Shareholder Appointment of Mr. Chintamani Bhagat as a Nominee Director of the Company For For Reappointment

27-Jul-16 IDFC LTD Annual General Meeting Management Reappointment of Mr. Vikram Limaye as Managing Director & CEO of the Company For For Reappointment

27-Jul-16 IDFC LTD Annual General Meeting Shareholder Reappointment of Mr. Donald Peck as an Independent Director of the Company For For Reappointment

27-Jul-16 IDFC LTD Annual General Meeting Management Approval of the Borrowing Limits of the Company including Issue of Non-Convertible Securities under

Private Placement For For Routine Resolution

27-Jul-16 IDFC BANK LTD. Annual General Meeting Management Adoption of accounts For For Ordinary Resolution

27-Jul-16 IDFC BANK LTD. Annual General Meeting Management Declaration of Dividend For For Ordinary Resolution

27-Jul-16 IDFC BANK LTD. Annual General Meeting Management Reappointment of Non Executive Director - To appoint a director in place of Mr. Vinod Rai who retires

by rotation, and being eligible, offers himself for re-appointment. For For Reappointment

27-Jul-16 IDFC BANK LTD. Annual General Meeting Management To appoint Auditors of the Bank and to fix their remuneration For For Ordinary Resolution

27-Jul-16 IDFC BANK LTD. Annual General Meeting Shareholder Appointment of Mr. Rajan Anandan as an Independent Director. For For Ordinary Resolution

27-Jul-16 IDFC BANK LTD. Annual General Meeting Management Offer and Issue of Debt Securities on Private Placement basis For For Business purpose

27-Jul-16 IDFC BANK LTD. Annual General Meeting Management Reduction of ESOP Pool and Ratification of IDFC Bank Limited ESOS 2015 For For No concern has been identified

27-Jul-16 IDFC BANK LTD. Annual General Meeting Management Ratification of IDFC Bank ESOS - 2015 and grant of Options to the Eligible Employees / Directors of the

Subsidiary Company(ies) of the Bank under the Scheme For For No concern has been identified

27-Jul-16 IDFC BANK LTD. Annual General Meeting Management Payment of Commission to Non-Executive Directors. For For No concern has been identified

27-Jul-16 IDFC BANK LTD. Annual General Meeting Management Approval of remuneration payable to Dr. Rajiv B. Lall, Founder Managing Director & CEO of the Bank. For For No concern has been identified

28-Jul-16 Shriram City Union Finance Limited Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For For Routine Resolution

28-Jul-16 Shriram City Union Finance Limited Annual General Meeting Management To declare final dividend of Rs. 10.0 per equity share and to confirm interim dividend of Rs. 5.0 per

equity share (face value Rs. 10)


28-Jul-16 Shriram City Union Finance Limited Annual General Meeting Management To reappoint Ranvir Dewan as Non-Executive Non-Independent Director For Abstain Attendance issue

28-Jul-16 Shriram City Union Finance Limited Annual General Meeting Management To reappoint Pijush Gupta & Co., as statutory auditors for a period of one year and fix their

remuneration


28-Jul-16 Shriram City Union Finance Limited Annual General Meeting Management To not fill in the vacancy caused by the retirement of Gopalasamudram Srinivasaraghavan Sundararajan For For No concern has been identified

28-Jul-16 Shriram City Union Finance Limited Annual General Meeting Management To approve addition in modes of borrowing under Section 180 (1) (c) upto approved limit of Rs. 300.0 bn For For For Business purpose

28-Jul-16 Shriram City Union Finance Limited Annual General Meeting Management To issue debt securities on private placement basis, up to Rs. 100.0 bn For For Business purpose

28-Jul-16 Shriram City Union Finance Limited Annual General Meeting Shareholder To appoint Kushru Burjor Jijina as non-executive director liable to retire by rotation For For No concern has been identified with respect to profile

28-Jul-16 Shriram City Union Finance Limited Annual General Meeting Shareholder To appoint Shashank Singh as non-executive director liable to retire by rotation For For No concern has been identified with respect to profile

28-Jul-16 Shriram City Union Finance Limited Annual General Meeting Management To revise the Articles of Association to include references to SEBI’s LODR 2015 in place of the Listing

Agreement For For Compliant with law

28-Jul-16 CENTURY TEXTILES AND INDUSTRIES LTD Annual General Meeting Management Adoption of financial statements For Abstain Routine proposal

28-Jul-16 CENTURY TEXTILES AND INDUSTRIES LTD Annual General Meeting Management Dividend declaration For Abstain While we support dividend for shareholders. Capital conservation might be more important given company Is struggling

financially and is raising fresh equity money.

28-Jul-16 CENTURY TEXTILES AND INDUSTRIES LTD Annual General Meeting Management Reappoint Kumar Mangalam Birla as a Non-Executive Non-Independent Director For For In line with statutory requirements

28-Jul-16 CENTURY TEXTILES AND INDUSTRIES LTD Annual General Meeting Management Appoint SRBC & Co as auditor for a five year term For For In line with statutory requirements

28-Jul-16 CENTURY TEXTILES AND INDUSTRIES LTD Annual General Meeting Management Appoint DK Agarwal as a wholetime director for a period of two years and fix his remuneration with

effect from 1 April 2016


Page 17

28-Jul-16 CENTURY TEXTILES AND INDUSTRIES LTD Annual General Meeting Management Approve private placement of Non-Convertible Debentures within the overall

borrowing limit of the company


28-Jul-16 CENTURY TEXTILES AND INDUSTRIES LTD Annual General Meeting Management Ratify payment of remuneration to cost auditors for FY17 For For In line with statutory requirements

28-Jul-16 CENTURY TEXTILES AND INDUSTRIES LTD Annual General Meeting Management Charge Rs.50 per document plus the reimbursement of actual expenses for

sending a requested document to a member

For Abstain Inadequate rationale for this measure.

28-Jul-16 GLAXOSMITHKLINE PHARMACEUTICALS LIMITED Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For For Routine Resolution

28-Jul-16 GLAXOSMITHKLINE PHARMACEUTICALS LIMITED Annual General Meeting Management Declare dividend of Rs.50 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.

28-Jul-16 GLAXOSMITHKLINE PHARMACEUTICALS LIMITED Annual General Meeting Management Reappoint Raju Krishnaswamy as a Director For For Reappointment is in line with Companies Act

28-Jul-16 GLAXOSMITHKLINE PHARMACEUTICALS LIMITED Annual General Meeting Management Reappoint Ronald Sequeira as a Director For For Reappointment

28-Jul-16 GLAXOSMITHKLINE PHARMACEUTICALS LIMITED Annual General Meeting Management Reappoint Price Waterhouse & Co. Bangalore LLP as statutory auditors for FY17 For For Reappointment is in line with Companies Act

28-Jul-16 GLAXOSMITHKLINE PHARMACEUTICALS LIMITED Annual General Meeting Management Appoint Annaswamy Vaidheesh as the Managing Director from 3 August 2015 to 30 September 2019

and fix his remuneration

For For Appointment is in line with all statutory requirements and his renumeration is in line with other peers in the industry

28-Jul-16 GLAXOSMITHKLINE PHARMACEUTICALS LIMITED Annual General Meeting Management Reappoint Raju Krishnaswamy as a Whole-time Director for a period three years from 1 August 2016 and

fix his remunerationFor For Reappointment in line with Companies Act and his renumeration is also commensurate to his profile and industry peers

28-Jul-16 GLAXOSMITHKLINE PHARMACEUTICALS LIMITED Annual General Meeting Management Reappoint Ronald Sequeira as a Whole-time Director for a period three years from 25 October 2015 and

fix his remuneration

For For Reappointment is in line with all statutory requirements and his renumeration is in line with other peers in the industry

28-Jul-16 GLAXOSMITHKLINE PHARMACEUTICALS LIMITED Annual General Meeting Management Ratify the remuneration to R. Nanabhoy & Co., Cost Accountants, for FY16 For For Payment is commensurate to the size of the company

28-Jul-16 GLAXOSMITHKLINE PHARMACEUTICALS LIMITED Annual General Meeting Management Fix remuneration to independent directors at an amount not exceeding 1% of net profits, cumulatively,

for each financial year from 1 January 2017 to 31 March 2021

For For Cumulative commission paid to non executive directors was 0.2% of standalone net profits, which is reasonable

28-Jul-16 DR. LAL PATHLABS LIMITED Annual General Meeting Management Adoption of the audited financial statements of the Company for the financial year ended March 31,

2016 together with the reports of the Directors and Auditors thereon and the consolidated audited

financial statements of the Company for the financial year ended March 31, 2016 and the reports of the

Auditors thereon


28-Jul-16 DR. LAL PATHLABS LIMITED Annual General Meeting Management Declaration of dividend Rs. 2.45/- per equity share for the financial year ended March 31, 2016 For For Routine Resolution

28-Jul-16 DR. LAL PATHLABS LIMITED Annual General Meeting Management Re-appointment of Mr. Rahul Sharma (DIN: 00956625) as a Director of the Company liable to retire by

rotationFor Abstain Mr. Sharma attendance in board meetings for last year is below required threshold but we don’t have details of last 5 years as

company is recently listed to make a conclusive assessment.

28-Jul-16 DR. LAL PATHLABS LIMITED Annual General Meeting Management Appointment of M/s S. R. Batliboi & Co., LLP (Firm Registration No. 301003E) as Statutory Auditors of the

Company and authorizing Board of Directors to fix their remunerationFor For Appointment is in line with all statutory requirements and remuneration is in line with the scope of work

28-Jul-16 DR. LAL PATHLABS LIMITED Annual General Meeting Management Approval of “Dr. Lal PathLabs Employees Restricted Stock Unit Plan 2016” For For RSU Plan approval is in line with the requirements of Companies Act.

28-Jul-16 DR. LAL PATHLABS LIMITED Annual General Meeting Management Approval of grant of Restricted Stock Units to the employees of Subsidiary Companies of the Company

under Dr. Lal PathLabs Employee Restricted Stock Unit Plan 2016

For For Would lead to dilution of 1.5% of equity only but would help retain good talent with the company

28-Jul-16 DR. LAL PATHLABS LIMITED Annual General Meeting Management Approval for Increase in the remuneration of Dr. Om Prakash Manchanda, CEO & Whole Time Director

of the Company

For For Remuneration is commensurate to his profile and other industry peers

28-Jul-16 DR. LAL PATHLABS LIMITED Annual General Meeting Management Approval for re-classification of Authorized Share Capital of the Company For For Enabling resolution to convert CCRPS into equity shares as company does not intend to issue any share capital in preference

shares since its adequately capitalized

28-Jul-16 DR. LAL PATHLABS LIMITED Annual General Meeting Management Ratification of the remuneration of M/s. A.G. Agarwal & Associates (Firm Registration No. 000531), Cost

Auditors of the Company for the financial year 2016-17.For For Payment is commensurate to the size of the company

28-Jul-16 BLUE DART EXPRESS LTD. Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year ended 31 March 2016 For For Routine and mandatory resolution.

28-Jul-16 BLUE DART EXPRESS LTD. Annual General Meeting Management To declare dividend of Rs.30.0 per equity share (face value Rs.10.0) For For The total dividend outflow including dividend tax for FY16 is Rs.0.8 bn. The dividend payout ratio for FY16 is 45%.

28-Jul-16 BLUE DART EXPRESS LTD. Annual General Meeting Management Reappoint Malcolm Monteiro as Non-Executive Non-Independent Director For For He retires by rotation, and his reappointment is in line with the statutory requirements

28-Jul-16 BLUE DART EXPRESS LTD. Annual General Meeting Management Reappoint Price Waterhouse as statutory auditors for FY17 and fix their remuneration For Abstain Price Waterhouse has been Blue Dart’s statutory auditors for 14 years. The reappointment is not in the spirit of Section 139 of

the Companies Act 2013

28-Jul-16 BLUE DART EXPRESS LTD. Annual General Meeting Management Revision in terms of remuneration of Anil Khanna, Managing Director For For The proposed remuneration is commensurate with the size and complexity of the business and is comparable to the peers.

Further, the LTI aligns the remuneration to company performance

28-Jul-16 BLUE DART EXPRESS LTD. Annual General Meeting Management To approve related party transactions to be entered into with Blue Dart Aviation Limited (BDAL) up to Rs

10.2 bn

For For BDAL provides air carriage for Blue Dart. The proposed transactions will be in the ordinary course of business and at an arm’s

length.

28-Jul-16 BLUE DART EXPRESS LTD. Annual General Meeting Management Fix commission for non-executive directors for five years from 1 August 2016 at an amount not

exceeding 1% of net profitsFor For Companies should set a cap in absolute terms on the commission that will be paid to the non-executive directors

29-Jul-16 ATUL LTD Annual General Meeting Management a. Adopt the standalone financial statements for the year ended 31 March 2016

b. Adopt the consolidated financial statements for the year ended 31 March 2016


29-Jul-16 ATUL LTD Annual General Meeting Management Declare dividend of Rs.10.0 per equity share of face value Rs.10.0 each For For Good for equity share holders

29-Jul-16 ATUL LTD Annual General Meeting Management Reappoint Bansidhar Mehta as a Director For For Bansidhar Mehta, 81, is a non-executive non-independent director. He is the Chief Mentor of BS Mehta & Co. His

reappointment is in line with all statutory requirements.

29-Jul-16 ATUL LTD Annual General Meeting Management Reappoint Bharathy Mohanan as a Director For For His reappointment is in line with all the statutory requirements.

29-Jul-16 ATUL LTD Annual General Meeting Management Reappoint Dalal & Shah as statutory auditors for one year For For Ensure continuity.

29-Jul-16 ATUL LTD Annual General Meeting Management Reappoint Bharathy Mohanan as a Whole-time Director for a period of three years from 1 January 2017

and fix his remunerationFor For in line with the statutory requirements.

29-Jul-16 ATUL LTD Annual General Meeting Management Fix remuneration to R. Nanabhoy & Co., cost auditors, at Rs.0.2 mn for FY17 For For Payment to cost auditors for FY17 aggregates Rs.0.2 mn (plus applicable taxes and out of pocket expenses), which is

commensurate to the size of the company.

29-Jul-16 CHOLAMANDALAM INVESTMENT AND FINANCE COMPANY LIMITEDAnnual General Meeting Management Adoption of Accounts For For Routine Resolution

29-Jul-16 CHOLAMANDALAM INVESTMENT AND FINANCE COMPANY LIMITEDAnnual General Meeting Management Declaration of Dividend on Preference shares For For Routine Resolution

29-Jul-16 CHOLAMANDALAM INVESTMENT AND FINANCE COMPANY LIMITEDAnnual General Meeting Management Declaration of Dividend on Equity shares For For Routine Resolution

29-Jul-16 CHOLAMANDALAM INVESTMENT AND FINANCE COMPANY LIMITEDAnnual General Meeting Management Re-appointment of Mr. M.M. Murugappan, Director retiring by rotation For For Reappointment

29-Jul-16 CHOLAMANDALAM INVESTMENT AND FINANCE COMPANY LIMITEDAnnual General Meeting Management Ratification of appointment of M/s. Deloitte Haskins & Sells as statutory auditors and fixing their

remuneration


29-Jul-16 CHOLAMANDALAM INVESTMENT AND FINANCE COMPANY LIMITEDAnnual General Meeting Management Reappointment of Mr. Vellayan Subbiah as the Managing Director For For Reappointment

29-Jul-16 CHOLAMANDALAM INVESTMENT AND FINANCE COMPANY LIMITEDAnnual General Meeting Management Issue of Non-convertible debentures on a private placement basis under section 42 of the Companies

Act, 2013


29-Jul-16 GODREJ COSUMER PRODUCTS LTD. Annual General Meeting Management Adoption of accounts For Abstain Board Best suited

29-Jul-16 GODREJ COSUMER PRODUCTS LTD. Annual General Meeting Management Declare dividend of Rs. 5.5 per equity shares (face value Re. 1) For For Good policy to pay divided to shareholders

29-Jul-16 GODREJ COSUMER PRODUCTS LTD. Annual General Meeting Management Reappoint Tanya Dubash as a Non-Executive Non-Independent Director For For Tanya Dubash, promoter, is currently the Chief Branding Officer of Godrej Group. She is on board of several Godrej Group

Companies. Appointment is in Line with statutory Requirement.

29-Jul-16 GODREJ COSUMER PRODUCTS LTD. Annual General Meeting Management Ratify Kalyaniwalla & Mistry’s appointment as statutory auditors for FY17 For Abstain Board Best Suited. Though good policy is to change auditors

29-Jul-16 GODREJ COSUMER PRODUCTS LTD. Annual General Meeting Management Ratify remuneration of Rs. 0.6 mn to cost auditor for FY17 For For Regulation requires disclosure. Cost auditor and fess is in line.

29-Jul-16 GODREJ COSUMER PRODUCTS LTD. Annual General Meeting Management Reappoint Adi Godrej as a Whole- time director and designate him Chairperson for three years and fix

remuneration

For For Adi Godrej, promoter, is the Chairperson of Godrej Group. Appointment is in Line with statutory Requirement.

29-Jul-16 GODREJ COSUMER PRODUCTS LTD. Annual General Meeting Management Reappoint Nisaba Godrej as Executive Director for three years and fix her remuneration For For She currently leads the innovation strategy for the Company. The company proposes to reappoint her for another three years

Appointment is in Line with statutory Requirement.

Page 18

29-Jul-16 GODREJ COSUMER PRODUCTS LTD. Annual General Meeting Management Reappoint Vivek Gambhir as Managing Director for three years and fix his remuneration For For He joined Godrej group in 2009 as its Chief Strategy Officer. Prior to joining the Godrej Group, he was a partner at Bain & Co.

He has been MD for three years now and have done a good job here.

29-Jul-16 NARAYANA HRUDAYALAYA LIMITED Annual General Meeting Management Adoption of Financial Statement, reports of Board of Directors and Auditors for the year ended 31st

March, 2016For For Routine Resolution

29-Jul-16 NARAYANA HRUDAYALAYA LIMITED Annual General Meeting Management Re-appointment of Dr. Devi Prasad Shetty (DIN 00252187), who retires by rotation For For Routine Resolution

29-Jul-16 NARAYANA HRUDAYALAYA LIMITED Annual General Meeting Management Appointment of M/s. B S R & Co. LLP (having Firm Registration Number: 101248W/ W-100022) as

Auditors and fixing their remuneration

For For Appointment is in line with Companies Act and remunerations is commensurate with scope of work

29-Jul-16 NARAYANA HRUDAYALAYA LIMITED Annual General Meeting Management Approval of remuneration payable to the Cost Auditors for the financial year 2016-17 For For Remunerations is in line with scope of work

29-Jul-16 NARAYANA HRUDAYALAYA LIMITED Annual General Meeting Management Increase in the limits for borrowings under section 180(1)(c) of the Companies Act, 2013 For For Increase in borrowing limit is done to finance any potential acquisitions. Company has historically been astute in capital

deployment and has depicted good ability to turnaround hospitals which were acquired.

29-Jul-16 NARAYANA HRUDAYALAYA LIMITED Annual General Meeting Management Appointment of Dr. Anesh Shetty for office or place of profit in an Associate Company For For Dr Anesh Shetty is son of Dr Devi Shetty and is working in their Cayman Island Hospital at a remuneration of USD 8000 p.m.

which is reasonable.

29-Jul-16 NARAYANA HRUDAYALAYA LIMITED Annual General Meeting Management Amendment in the Liability Clause of the Memorandum of Association of the Company For For Required as per Companies Act

29-Jul-16 NARAYANA HRUDAYALAYA LIMITED Annual General Meeting Management Alteration of Articles of Association For For Alteration is in article 59 which excludes MD and independent directors to retire by rotation. This is required as per Companies

Act for a listed entity

29-Jul-16 IIFL HOLDINGS LTD. Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For For Routine Resolution

29-Jul-16 IIFL HOLDINGS LTD. Annual General Meeting Management Reappointment of Nirmal Jain as Director, as director liable to retire by rotation For For Reappointment

29-Jul-16 IIFL HOLDINGS LTD. Annual General Meeting Management Reappointment of R. Venkatraman as Director as director liable to retire by rotation For For Reappointment

29-Jul-16 IIFL HOLDINGS LTD. Annual General Meeting Management Reappointment of Chandran Ratnaswami as Director as director liable to retire by rotation For For Reappointment

29-Jul-16 IIFL HOLDINGS LTD. Annual General Meeting Management Reappointment of Sharp & Tannan Associates as statutory auditors for one year and to fix their

remuneration


29-Jul-16 IIFL HOLDINGS LTD. Annual General Meeting Management Approve payment of commission to Non-Executive Directors upto 1% of net profits for five years from 1

April 2016


29-Jul-16 IIFL HOLDINGS LTD. Annual General Meeting Management Adopt new Articles of Association in line with Companies Act 2013 For For No concern has been identified

29-Jul-16 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 Business purpose

29-Jul-16 WABCO TVS INDIA Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For For Routine Resolution

29-Jul-16 WABCO TVS INDIA Annual General Meeting Management Declaration of dividend of Rs.6 per share (Face Value: Rs.5) For For Good practice to share profits with share holders

29-Jul-16 WABCO TVS INDIA Annual General Meeting Management Re-appoint Ms. Lisa Brown as Non-Executive Non-Independent Director For For Her reappointment is in line with all the statutory requirements.

29-Jul-16 WABCO TVS INDIA Annual General Meeting Management Ratify the appointment of SR Batliboi & Associates LLP as statutory auditors for one year For For Routine Purpose

29-Jul-16 WABCO TVS INDIA Annual General Meeting Shareholder Appoint Shivram Narayanaswami as Non-Executive Non-Independent Director For For His reappointment is in line with all the statutory requirements.

29-Jul-16 WABCO TVS INDIA Annual General Meeting Shareholder Appoint Sean Deason as Non-Executive Non-Independent Director For For His reappointment is in line with all the statutory requirements.

29-Jul-16 WABCO TVS INDIA Annual General Meeting Shareholder Appoint Dr. Lakshmi Venu as Independent Director for five years For For Her reappointment is in line with all the statutory requirements

29-Jul-16 WABCO TVS INDIA Annual General Meeting Management Approve remuneration of Rs. 0.4 mn payable to AN Raman 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 scale of

operations.

29-Jul-16 WABCO TVS INDIA Annual General Meeting Management Approve related party transactions with WABCO Europe BVBA in FY17 For For The proposed transactions with WABCO Europe are in the ordinary course of business and are at arm’s length. Since the

quantum is expected to exceed 10% of revenues in FY17, the company requires shareholder approval under Clause 49 of the

Listing Agreement.

29-Jul-16 INDOCO REMEDIES LTD Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year ended 31st March, 2016 For For Routine Resolution

29-Jul-16 INDOCO REMEDIES LTD Annual General Meeting Management Confirm interim dividend and declare final dividend. For For Dividend payout is healthy at 21% in F16

29-Jul-16 INDOCO REMEDIES LTD Annual General Meeting Management Reappoint Aditi Panandikar as a Director For For Reappointment is in line with Companies Act

29-Jul-16 INDOCO REMEDIES LTD Annual General Meeting Management Ratify Patkar & Pendse’s reappointment as statutory auditors for FY17 For For In line with Companies Act

29-Jul-16 INDOCO REMEDIES LTD Annual General Meeting Management Fix remuneration to Sevekari, Khare & Associates, Cost Accountants, for FY17 For For Remuneration is in line with scope of work for the company.

29-Jul-16 INDOCO REMEDIES LTD Annual General Meeting Management Keep the register of members and other documents at the office of the Registrar and Transfer Agent For For Routine Resolution

29-Jul-16 GE POWER INDIA LIMITED Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year ended 31 March 2016 For Abstain Routine Resolution

29-Jul-16 GE POWER INDIA LIMITED Annual General Meeting Management Reappoint Rathindra Nath Basu as a Non-Executive Non-Independent Director For For Routine Resolution

29-Jul-16 GE POWER INDIA LIMITED Annual General Meeting Management Appoint M/s. B S R & Co LLP as statutory auditors for a five years and fix their remuneration For For Good Candidature

29-Jul-16 GE POWER INDIA LIMITED Annual General Meeting Management Ratify remuneration aggregating Rs.300,000 payable to Shome & Banerjee as cost auditor of the

company for FY17For For Inline with company’s act

29-Jul-16 GE POWER INDIA LIMITED Annual General Meeting Shareholder Appoint Alain Christian Spohr as a Non-Executive Non-Independent Director, retiring by rotation For For Routine Resolution.

29-Jul-16 GE POWER INDIA LIMITED Annual General Meeting Shareholder Appoint Ms Neera Saggi as an Independent Director for five years For For Routine Resolution.

29-Jul-16 GE POWER INDIA LIMITED Annual General Meeting Shareholder Appoint Ashok Ganesan as a Director with effect from 1 April 2016 and designate him as Managing

Director for a three-year term with effect from 1 May 2016 and fix his remuneration

For For Routine Resolution.

29-Jul-16 GE POWER INDIA LIMITED Annual General Meeting Management Ratify the appointment and remuneration of Patrick Armand Prosper Ledermann as Managing Director 1

October 2015 to 31 March 2016For For Appointment by rotation

29-Jul-16 GE POWER INDIA LIMITED Annual General Meeting Management Change name of the company to ‘GE Power India Limited’ For For Due to acquisition by GE Globally

29-Jul-16 GE POWER INDIA LIMITED Annual General Meeting Management Ratify related party transaction with ALSTOM Transport SA undertaken during FY16 For For Routine Resolution

29-Jul-16 GE POWER INDIA LIMITED Annual General Meeting Management Ratify related party transaction of Rs.2.4 bn with ALSTOM T&D India Ltd during FY16 For For Routine Resolution

29-Jul-16 GE POWER INDIA LIMITED Annual General Meeting Management Enter into related party transactions with GE group and other companies For For Routine Resolution

29-Jul-16 GE POWER INDIA LIMITED Annual General Meeting Management Recover expenses including actual cost of dispatch and incidental expenses from a member requesting

the desired documentsFor Abstain Routine Resolution

29-Jul-16 SHOPPERS' STOP LTD Annual General Meeting Management Adoption of accounts For Abstain Board Best suited

29-Jul-16 SHOPPERS' STOP LTD Annual General Meeting Management Declare dividend of Rs. 0.75 per share For For Good policy to pay divided to shareholders

29-Jul-16 SHOPPERS' STOP LTD Annual General Meeting Management Re-appointment of Mr. B. S. Nagesh as a Director liable to retire by rotation For For More than 32 years of experience in retail Rest in line with statutory requirement.

29-Jul-16 SHOPPERS' STOP LTD Annual General Meeting Management Ratification of Appointment of Auditors For For No concern regarding the ratification for appointment of Auditors

29-Jul-16 SHOPPERS' STOP LTD Annual General Meeting Management Payment of commission to Non-Executive Directors For For Upto a limit of 1% of net profits and for a period of 5 years

29-Jul-16 SHOPPERS' STOP LTD Annual General Meeting Management Approval of related Party Transactions For For Approval/Ratification of Material Related Party transactions entered into by the Company with Hypercity Retail (India).

Compliant with law, no concern identified

29-Jul-16 ASTRA MICROWAVE PRODUCTS LTD Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For ABSTAIN Routine Proposal

29-Jul-16 ASTRA MICROWAVE PRODUCTS LTD Annual General Meeting Management Declare dividend on equity share For For Dividend for shareholders

29-Jul-16 ASTRA MICROWAVE PRODUCTS LTD Annual General Meeting Management Re-appointment of Mrs. C. Prameelamma as Director For For In line with statutory requirements

29-Jul-16 ASTRA MICROWAVE PRODUCTS LTD Annual General Meeting Management Re-appointment of Mr. M.V. Reddy as Director For For In line with statutory requirements

29-Jul-16 ASTRA MICROWAVE PRODUCTS LTD Annual General Meeting Management Re-appointment of Auditors and fixing their remuneration For Abstain M/s. Amar & Raju have been statutory auditors of the company for more than 10 years. Their reappointment is not in line with

spirit of the Companies Act, 2013

29-Jul-16 ASTRA MICROWAVE PRODUCTS LTD Annual General Meeting Shareholder Appointment of Mr. Arun K. Tiwari as Independent Director For For In line with statutory requirements

29-Jul-16 ASTRA MICROWAVE PRODUCTS LTD Annual General Meeting Shareholder Appointment of Mr. V. V. R. Sastry as Independent Director For For In line with statutory requirements

29-Jul-16 ASTRA MICROWAVE PRODUCTS LTD Annual General Meeting Shareholder Appointment of Mr. B. L. N. Raju as Independent Director For For In line with statutory requirements

Page 19

29-Jul-16 ASTRA MICROWAVE PRODUCTS LTD Annual General Meeting Management Ratification of Remuneration of Cost Auditor For For In line with statutory requirements

29-Jul-16 KEC INTERNATIONAL LTD Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For For Routine Resolution

29-Jul-16 KEC INTERNATIONAL LTD Annual General Meeting Management Confirm interim dividend of Re.1.0 per share of face value Rs.2.0 each For For Routine Resolution

29-Jul-16 KEC INTERNATIONAL LTD Annual General Meeting Management Reappoint R D Chandak as a Non-Executive Non-Independent director For For Routine Resolution

29-Jul-16 KEC INTERNATIONAL LTD Annual General Meeting Management Ratify reappointment of Deloitte Haskins & Sells as statutory auditors for one year For For Good Candidature

29-Jul-16 KEC INTERNATIONAL LTD Annual General Meeting Management Authorize the board to appoint branch auditors For For Routine Resolution.

29-Jul-16 KEC INTERNATIONAL LTD Annual General Meeting Shareholder Appoint Vimal Kejriwal as Director For For Good Candidature

29-Jul-16 KEC INTERNATIONAL LTD Annual General Meeting Management Ratify remuneration of Rs.0.7 mn paid to Kirit Mehta & Co, as Cost Auditor for FY16 and approve

remuneration of Rs.0.7 mn for FY17


29-Jul-16 KEC INTERNATIONAL LTD Annual General Meeting Management Increase borrowing limit from Rs. 160 bn to Rs. 200 bn For For General Business purpose

29-Jul-16 KEC INTERNATIONAL LTD Annual General Meeting Management Create mortgages and charges on company assets For For General Business purpose

01-Aug-16 PIRAMAL ENTERPRISES LTD. Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year ended 31st March, 2016 For For Routine Resolution

01-Aug-16 PIRAMAL ENTERPRISES LTD. Annual General Meeting Management Confirm interim dividend of Rs 17.5 per share (FV Rs 2) For For Dividend payout is healthy at 34% in F16

01-Aug-16 PIRAMAL ENTERPRISES LTD. Annual General Meeting Management Reappoint Ms. Swati Piramal as a Director For For Reappointment is in line with Companies Act

01-Aug-16 PIRAMAL ENTERPRISES LTD. Annual General Meeting Management Ratify reappointment of Price Waterhouse as auditors for FY17 For For In line with Companies Act

01-Aug-16 PIRAMAL ENTERPRISES LTD. Annual General Meeting Management Increase limits for inter-corporate transactions from Rs.115 bn to Rs.440 bn, over and above the

statutory limits

For For Required for increasing the financial services portion of the business

01-Aug-16 PIRAMAL ENTERPRISES LTD. Annual General Meeting Management Increase borrowing limits from Rs.90 bn to Rs.440 bn, over and above the statutory limits For For Required for increasing the financial services portion of the business

01-Aug-16 PIRAMAL ENTERPRISES LTD. Annual General Meeting Management Buy office premises, measuring 1,67,557 sq. feet at Kurla, Mumbai from PRL Agastya (promoter entity)

for Rs.4.38 bn

For For Transaction is done on an arm’s length basis as determined by an independent valuer. This office would help consolidate

multiple leases that company currently has for its offices

01-Aug-16 PIRAMAL ENTERPRISES LTD. Annual General Meeting Management Approve commission of upto 1% of profits to Non-Executive Directors for a period of five years w.e.f 1

April 2015

For For Approval required as per Companies Act

01-Aug-16 PIRAMAL ENTERPRISES LTD. Annual General Meeting Management Approve private placement of non-convertible debentures (NCD) For For Required for routine business in financial services segment

01-Aug-16 PIRAMAL ENTERPRISES LTD. Annual General Meeting Management Approve remuneration of Rs.0.6 mn to be paid to G.R. Kulkarni & Associates as Cost Auditor for FY17 For For Remuneration is in line with the scope of work

01-Aug-16 BLUE STAR LIMITED Annual General Meeting Management Adoption of Accounts For Abstain Board best suited

01-Aug-16 BLUE STAR LIMITED Annual General Meeting Management Confirmation of interim dividend For For Good policy to give dividend

01-Aug-16 BLUE STAR LIMITED Annual General Meeting Management Reappointment of Mr Suneel M Advani, who retires by rotation For For No concern has been identified with respect to profile time commitments and attendance performance of Mr. Suneel Mohan

Advani. He joined Blue Star in 1969

01-Aug-16 BLUE STAR LIMITED Annual General Meeting Management Ratification of appointment of Statutory Auditors and fixing their Remuneration For For No concern has been identified in relation to ratification of Statutory Auditors’ appointment and their remuneration for FY 2015-

16

01-Aug-16 BLUE STAR LIMITED Annual General Meeting Management Ratification of remuneration of Cost Accountants for financial year ending March 31, 2016 For For This is a standard resolution under Section 148 of the Companies Act, 2013. No concern has been identified with respect to

remuneration of Cost Auditors

01-Aug-16 BLUE STAR LIMITED Annual General Meeting Management Appointment of Mr Vir S Advani as the Managing Director of the Company for a period of five (5) years

with effect from April 1, 2016 For For No concern has been identified with respect to profile, time commitments, attendance performance & remuneration

01-Aug-16 BLUE STAR LIMITED Annual General Meeting Management Appointment of Mr B Thiagarajan as the Joint Managing Director of the Company for a period of five (5)

years with effect from April 1, 2016

For For No concern has been identified with respect to profile, time commitments, attendance performance & remuneration

01-Aug-16 JINDAL STEEL & POWER LTD Annual General Meeting Management Adoption of accounts For For Routine proposal

01-Aug-16 JINDAL STEEL & POWER LTD Annual General Meeting Management Reappoint Ms. Shallu Jindal as Non-Executive Non-Independent Director For For In line with statutory requirements

01-Aug-16 JINDAL STEEL & POWER LTD Annual General Meeting Management Reappoint Dinesh Saraogi as a Whole-Time Director retiring by rotation For For In line with statutory requirements

01-Aug-16 JINDAL STEEL & POWER LTD Annual General Meeting Management Appoint Lodha & Co. as statutory auditors for five years For For In line with statutory requirements

01-Aug-16 JINDAL STEEL & POWER LTD Annual General Meeting Management Ratify remuneration of Rs.650,000 payable to Ramanath Iyer & Co, Cost Accountants for FY17 For For In line with statutory requirements

01-Aug-16 JINDAL STEEL & POWER LTD Annual General Meeting Management Issue Non-Convertible Debentures upto Rs.50 bn on a private placement basis For For In line with statutory requirements

01-Aug-16 JINDAL STEEL & POWER LTD Annual General Meeting Management Issue securities for an amount not exceeding Rs 50 bn For For In line with statutory requirements

01-Aug-16 JINDAL STEEL & POWER LTD Annual General Meeting Management Ratify related party transactions aggregating to Rs.60.2 bn with Jindal Power Limited For For In line with statutory requirements

01-Aug-16 NIIT Technologies Ltd Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For Abstain Routine proposal.

01-Aug-16 NIIT Technologies Ltd Annual General Meeting Management To declare final dividend of Rs.10.0 per share (face value Rs.10) For For NIIT Technologies Limited (NIIT Tech) has proposed a final dividend of Rs.10.0 per equity share. The total dividend outflow

including dividend tax for FY16 is Rs.714.4 mn. The dividend payout ratio for FY16 is 36.8%.

01-Aug-16 NIIT Technologies Ltd Annual General Meeting Management Reappoint Vijay K Thadani as Non-Executive Non-Independent Director For For Vijay K Thadani is the Vice-Chairperson and Managing Director of NIIT Limited. He retires by rotation, and his reappointment is

in line with the statutory requirements

01-Aug-16 NIIT Technologies Ltd Annual General Meeting Management Ratification of Price Waterhouse as statutory auditors For ABSTAIN Price Waterhouse have been NIIT Tech’s statutory auditors for the past 13 years. Price Waterhouse were reappointed for a

period of 3 years in the company’s 2014 AGM. Under the Companies Act 2013, auditor reappointment must be ratified

annually. The ratification is not in line with the spirit of Section 139 of the Companies Act 2013.

01-Aug-16 TATA COMMUNICATIONS LTD Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For ABSTAIN Routine proposal

01-Aug-16 TATA COMMUNICATIONS LTD Annual General Meeting Management Declare dividend of Rs. 4.3 per share (FV: Rs. 10) For For Dividend payout is encouraged

01-Aug-16 TATA COMMUNICATIONS LTD Annual General Meeting Management Reappoint Kishor Anand Chaukar as Director liable to retire by rotation For For The reappointment is line

01-Aug-16 TATA COMMUNICATIONS LTD Annual General Meeting Management Reappoint Saurabh Kumar Tiwari as Director liable to retire by rotation For For The appointment is in line with all statutory requirements

01-Aug-16 TATA COMMUNICATIONS LTD Annual General Meeting Management Ratify appointment of S.B. Billimoria & Co. as statutory auditors of the company for one year For ABSTAIN The ratification is should follow the spirit of Section 139 of the Companies Act 2013. However, the Act has given companies a

three-year window to comply and hence voting For.

01-Aug-16 TATA COMMUNICATIONS LTD Annual General Meeting Management Reappoint Vinod Kumar as Managing Director and Group CEO for five years till 31 January 2021 and to

fix his remunerationFor For The appointment and remuneration is in line with industry peers

01-Aug-16 TATA COMMUNICATIONS LTD Annual General Meeting Management Ratify remuneration payable to cost auditors, Jugal Kishor Puri for FY17 For For In line with industry peers.

02-Aug-16 TVS MOTOR COMPANY LIMITED Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For For Routine Resolution

02-Aug-16 TVS MOTOR COMPANY LIMITED Annual General Meeting Management Re-appoint H Lakshmanan as Non-Executive Non-Independent Director For For His reappointment is in line with all statutory requirements

02-Aug-16 TVS MOTOR COMPANY LIMITED Annual General Meeting Management Ratify the appointment of V Sankar Aiyar & Co as statutory auditors for one year For For The reappointment is line with the provisions of section 139 of the Companies Act 2013.

02-Aug-16 TVS MOTOR COMPANY LIMITED Annual General Meeting Management Revise remuneration payable to Venu Srinivasan as Chairperson and Managing Director For For It is in line with peers and commensurate with the size and complexity of the company.

02-Aug-16 TVS MOTOR COMPANY LIMITED Annual General Meeting Management Revise remuneration payable to Sudarshan Venu as Joint Managing Director For For It is in line with peers and commensurate with the size and complexity of the company.

02-Aug-16 TVS MOTOR COMPANY LIMITED Annual General Meeting Management Approve remuneration of Rs. 500,000 payable to AN Raman 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 scale of

operations.

02-Aug-16 TECH MAHINDRA LTD. Annual General Meeting Management Adoption of standalone financial statements for the year ended 31 March 2016 For Abstain Routine proposal

02-Aug-16 TECH MAHINDRA LTD. Annual General Meeting Management Adoption of consolidated financial statements for the year ended 31 March 2016 For Abstain Routine proposal

02-Aug-16 TECH MAHINDRA LTD. Annual General Meeting Management Declare dividend of Rs. 12 per share (FV Rs.5) For For Dividend is the best way to reward shareholders, higher payout ratio is encouraged

02-Aug-16 TECH MAHINDRA LTD. Annual General Meeting Management Reappointment of C. P. Gurnani as Director liable to retire by rotation For For C. P. Gurnani (DIN: 00018234) is the MD & CEO of Tech Mahindra. His reappointment as director liable to retire by rotation is in

line with all statutory requirements

02-Aug-16 TECH MAHINDRA LTD. Annual General Meeting Management Appoint Deloitte Haskins & Sells LLP as auditors for FY17 For Abstain Deloitte Haskins & Sells LLP has been auditing the company’s accounts for at least 16 years – which is not in line with our Voting

Policy

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02-Aug-16 TECH MAHINDRA LTD. Annual General Meeting Shareholder Appointment of Vineet Nayyar as Non-executive, Non-Independent Director liable to retire by rotation For For His appointment is in line with all statutory requirements.

02-Aug-16 TECH MAHINDRA LTD. Annual General Meeting Shareholder Appointment of V. S. Parthasarathy as Non-Executive, Non-Independent Director liable to retire by

rotationFor For V. S. Parthasarathy (DIN: 00125299) is the Group CFO & CIO of the Mahindra Group. His appointment as Non-Executive, Non-

Independent Director is in line with all statutory requirements

02-Aug-16 TECH MAHINDRA LTD. Annual General Meeting Management Adoption of new set of Articles of Association in line with the Companies Act 2013 For For Required for business purposes

02-Aug-16 TEAM LEASE SERVICES LTD Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year ended 31 March 2016 For Abstain Routine proposal

02-Aug-16 TEAM LEASE SERVICES LTD Annual General Meeting Management Reappoint Ashok Kumar Nedurumalli as Managing Director For For He retires by rotation and his reappointment is in line with the statutory requirements

02-Aug-16 TEAM LEASE SERVICES LTD Annual General Meeting Management Ratify the reappointment of Price Waterhouse & Co as statutory auditors for FY17 For Abstain Price Waterhouse & Co has been auditing the company’s accounts for last 12 years. We believe auditors must be rotated every

ten years. The ratification of Price Waterhouse & Co’s appointment as the statutory auditors of the company is not in line with

our Voting Policy

02-Aug-16 TORRENT POWER LIMITED Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For For Routine Resolution

02-Aug-16 TORRENT POWER LIMITED Annual General Meeting Management Confirm interim dividend of Rs.4.5 per share (FV Rs.10) For For Good for equity share holders

02-Aug-16 TORRENT POWER LIMITED Annual General Meeting Management Reappoint Jinal Mehta as a Director For For Jinal Mehta is part of the promoter group and currently handles the distribution and transmission functions of the company. His

reappointment is in line with the statutory requirements.

02-Aug-16 TORRENT POWER LIMITED Annual General Meeting Management Reappoint Deloitte Haskins & Sells as auditors for FY17 For For Ensure continuity

02-Aug-16 TORRENT POWER LIMITED Annual General Meeting Shareholder Appoint P.K Taneja as Non-Executive Non-Independent Director For For P.K Taneja is a nominee director of the Government of Gujarat. His appointment is in line with the statutory requirements.

02-Aug-16 TORRENT POWER LIMITED Annual General Meeting Management Reappoint Markand Bhatt as Whole Time Director and fix his remuneration for a period of five years

w.e.f 1 April 2016

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

02-Aug-16 TORRENT POWER LIMITED Annual General Meeting Management Revise remuneration for Jinal Mehta w.e.f 1 April 2016 for the remainder of his current term For For in line with the statutory requirements.

02-Aug-16 TORRENT POWER LIMITED Annual General Meeting Management Approve remuneration of Rs.1.2 mn to be paid to Kirit Mehta & Co as Cost Auditor for FY17 For For The total remuneration of Rs.1.2 mn to be paid to the cost auditor in 2017 is reasonable compared to the size and scale of

operations.

02-Aug-16 NMDC Limited Postal Ballot Management Buyback upto 800.8 mn equity shares at Rs.94 per share via tender offer For ABSTAIN No holding except for BSL Enhanced Arbitrage Fund

03-Aug-16 CARBORUNDUM UNIVERSAL LTD Annual General Meeting Management Adoption of standalone financial statements for the year ended 31 March 2016, Adoption of


For ABSTAIN Routine Proposal

03-Aug-16 CARBORUNDUM UNIVERSAL LTD Annual General Meeting Management Ratification of interim dividend For For Dividend for shareholders

03-Aug-16 CARBORUNDUM UNIVERSAL LTD Annual General Meeting Management Re-appoint MM Murugappan as Non-Executive Non-Independent Director For For In line with statutory requirements

03-Aug-16 CARBORUNDUM UNIVERSAL LTD Annual General Meeting Management Ratify the appointment of Deloitte Haskins & Sells LLP as statutory auditors for one year For Abstain Deloitte Haskins & Sells LLP have been statutory auditors of the company for more than 10 years. Their reappointment is not in

line with spirit of the Companies Act, 2013

03-Aug-16 CARBORUNDUM UNIVERSAL LTD Annual General Meeting Management Revise remuneration payable to K Srinivasan as Managing Director For For In line with statutory requirements

03-Aug-16 CARBORUNDUM UNIVERSAL LTD Annual General Meeting Management Approve remuneration of Rs. 0.4 mn payable to S Mahadevan & Co as cost auditors for FY17 For For In line with statutory requirements

03-Aug-16 CARBORUNDUM UNIVERSAL LTD Annual General Meeting Management Approve private placement of non-convertible debentures (NCDs) of upto Rs.2.5 bn For For In line with statutory requirements

03-Aug-16 BERGER PAINTS LTD. Annual General Meeting Management Adoption of accounts For Abstain Board Best suited

03-Aug-16 BERGER PAINTS LTD. Annual General Meeting Management To confirm an interim dividend and propose a final dividend on equity share of Re.1 each For For Good policy to pay divided to shareholders

03-Aug-16 BERGER PAINTS LTD. Annual General Meeting Management To reappoint Kuldip Singh Dhingra as a director For For Industrialist, experienced in paints industryHis Appointment in line with statutory requirement.

03-Aug-16 BERGER PAINTS LTD. Annual General Meeting Management To appoint SR Batliboi & Co as statutory auditors for six years For For In line with statutory requirement

03-Aug-16 BERGER PAINTS LTD. Annual General Meeting Management To re-appoint Mr. Abhijit Roy (DIN: 03439064) as the Managing Director and CEO of the Company for a

period of 5 years with effect from 1st July, 2017 and determine his remuneration.

For For More than 20 years of experience with the Company .Company has done well during his appointment as CEO.

03-Aug-16 BERGER PAINTS LTD. Annual General Meeting Management To approve grant of Stock Options to the employees of the Company For For Good for employee motivation. Compliant with Law, no governance issue identified

03-Aug-16 BERGER PAINTS LTD. Annual General Meeting Management APPROVAL OF ESOP To approve grant of Stock Options to the employees of the Company's subsidiary

Company (ies).

For For Good for employee motivation. Compliant with Law, no governance issue identified

03-Aug-16 BERGER PAINTS LTD. Annual General Meeting Management Ratify remuneration to cost auditors For For In line with all the statutory requirements

03-Aug-16 TITAN INDUSTRIES LTD. Annual General Meeting Management Adoption of accounts For Abstain Board Best suited

03-Aug-16 TITAN INDUSTRIES LTD. Annual General Meeting Management Decleration of dividend For For Good policy to pay divided to shareholders

03-Aug-16 TITAN INDUSTRIES LTD. Annual General Meeting Management Re-appointment of Mr. C.V. Sankar as a Director For Abstain Held Various Responsibilities with State Government. Has been regular to all meetings. Since he is director in more than eleven

companies now we are abstaining.

03-Aug-16 TITAN INDUSTRIES LTD. Annual General Meeting Management Reappoint Deloitte Haskins & Sells as statutory auditors For For Company act has given three years period for companies to decide on change in auditor. No concern identified,

03-Aug-16 TITAN INDUSTRIES LTD. Annual General Meeting Management Appoint Branch Auditors For For This is in consultation with company auditor who will do their best

03-Aug-16 TITAN INDUSTRIES LTD. Annual General Meeting Management Ratify the remuneration of Rs.0.3 mn payable to PSV & Associates, Cost Auditors, for FY16 For For Appointment in line with statutory requirement and remuneration to cost auditor is in line with standard.

03-Aug-16 TITAN INDUSTRIES LTD. Annual General Meeting Management Re-Appointment of Mr. Bhaskar Bhat as Managing Director For For No concern in respect of profile, performance, remuneration and time commitment

03-Aug-16 TITAN INDUSTRIES LTD. Annual General Meeting Management Appointment of Mr. Ashwani Puri as an Independent Director For For Extensive experience in investment/acquisition advisory services, valuations and decision analysis. No concern identified.

03-Aug-16 TITAN INDUSTRIES LTD. Annual General Meeting Shareholder Appointment of Mr. K. Gnanadesikan as a Director For For 3 decades of experience in Key departments of Finance, Home, Electricity, Revenue Administration, Industries, School

Education etc. No other concern identified.

03-Aug-16 NARAYANA HRUDAYALAYA LIMITED Postal Ballot Management Amendment in the Object Clause of Memorandum of Association of the Company For For Resolution to append MoA for including development of IT for Healthcare which is required for routine course of business

03-Aug-16 NARAYANA HRUDAYALAYA LIMITED Postal Ballot Management Increase in the limits for borrowings under section 186 of the Companies Act, 2013 For For Increase in borrowing limit is done to finance any potential acquisitions. Company has historically been astute in capital

deployment and has depicted good ability to turnaround hospitals which were acquired.

03-Aug-16 NARAYANA HRUDAYALAYA LIMITED Postal Ballot Management Providing security under Section 180(1)(a) of the Companies Act, 2013 in connection with the

borrowings of the Company

For For Approval to place appropriate collateral for increase in borrowing limits mentioned in point 2 above

03-Aug-16 EMAMI LIMITED Annual General Meeting Management To receive, consider and adopt the Audited Balance Sheet as at March 31, 2016, 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

For ABSTAIN Board best suited

03-Aug-16 EMAMI LIMITED Annual General Meeting Management Deceleration of dividend For For Good policy to declare dividend

03-Aug-16 EMAMI LIMITED Annual General Meeting Management Reappointment of Priti A Surekha who retires by rotation For For Priti A Sureka has established her place among the top woman corporate leaders of the country. A key member of the Emami

strategic think tank and one of the key drivers of the crucial Marketing Division, she also heads the Company’s R & D and

Market Research Divisions. Has been regular to all meetings

03-Aug-16 EMAMI LIMITED Annual General Meeting Management Appointment of a Director in place of Shri Prashant Goenka, who retires by rotation and being eligible,

offers himself for reappointment

For For Extensive knowledge and experience in International marketing and brand development. Part of promoter family and has been

regular to all meetings.

03-Aug-16 EMAMI LIMITED Annual General Meeting Management Reappointment of A V Agarwal who retires by rotation For For Extensive knowledge and experience in marketing and brand development. Regular to all meetings. No conern identified.

03-Aug-16 EMAMI LIMITED Annual General Meeting Management Ratify S. K. Agrawal & Co. as statutory auditors for FY16 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

03-Aug-16 EMAMI LIMITED Annual General Meeting Management Approval to reappointment of Shri Mohan Goenka as a Whole-time Director of the Company For For Mohan Goenka is part of the promoter group and an executive director of the company. He handles the sales and investor

relation functions in the company . No variable pay is concern.But past pay in line with industry

03-Aug-16 EMAMI LIMITED Annual General Meeting Management Approval to reappointment of Shri H.V. Agarwal as a Whole-time Director of the Company. For For Harsha V. Agarwal is one of the youngest and most promising Second generation leaders of the Group. With extensive

knowledge of marketing and brand development, Harsha is one of the key drivers of the FMCG business and heads the merger

and acquisitions, human resource, information technology, media and advertising functions of Emami Ltd. Has been regular to

all meetings. No variable pay is concern.But past pay in line with industry

Page 21

03-Aug-16 EMAMI LIMITED Annual General Meeting Management Approval to reappointment of Shri S.K. Goenka as a Managing Director of the Company For For S. K. Goenka is part of the promoter group and an executive director of the company. He is responsible for handling

production, factory operations, distribution

03-Aug-16 EMAMI LIMITED Annual General Meeting Shareholder Regularization/Appointment of Smt. Rama Bijapurkar as an Independent Director of the Company For For Extensive knowledge and experience on market strategy and India’s consumer economy. Appointment compliant with the law

03-Aug-16 EMAMI LIMITED Annual General Meeting Management Continuation of holding of office of Executive Chairman by Shri R.S. Agarwal For For No concern has been identified regarding approval of shareholders for continuation of office

03-Aug-16 EMAMI LIMITED Annual General Meeting Management Continuation of holding of office of Whole Time Director by Shri R.S. Goenka For For No concern has been identified regarding approval of shareholders for continuation of office.

03-Aug-16 EMAMI LIMITED Annual General Meeting Management Ratification of the fee of ₹1,35,000 payable to M/S V. K. Jain & Co, Cost Auditors for conducting audit of

the cost records of the Company for the financial year 2016-17. For For In line with industry practices.Ratification of remuneration of cost Auditors compliant with law

03-Aug-16 LUPIN LTD Annual General Meeting Management Adoption of standalone financial statements for the year ended 31 March 2016 For For Company has provided annual report in time for a detailed analysis of the previous year

03-Aug-16 LUPIN LTD Annual General Meeting Management Adoption of consolidated financial statements for the year ended 31 March 2016 For For Company has provided annual report in time for a detailed analysis of the previous year

03-Aug-16 LUPIN LTD Annual General Meeting Management To declare a final dividend of Rs.7.50 per equity share For For Routine Resolution

03-Aug-16 LUPIN LTD Annual General Meeting Management Reappoint Nilesh Gupta as a Director For For Appointment is in line with statutory requirements

03-Aug-16 LUPIN LTD Annual General Meeting Management Appoint BSR & Co. LLP as statutory auditors for five years For For Routine resolution

03-Aug-16 LUPIN LTD Annual General Meeting Shareholder Appoint Ramesh Swaminathan as Chief Financial Officer and Executive Director for a term of five years

effective 27 October 2015 and fix his remunerationFor For Appointment is in line with statutory requirements and his remuneration is comparable with other peers in the industry

03-Aug-16 LUPIN LTD Annual General Meeting Shareholder Appoint Jean-Luc Belingard as an Independent Director for a term of four year effective 27 October

2015For For Appointment is in line with statutory requirements

03-Aug-16 LUPIN LTD Annual General Meeting Management Fix remuneration to S. D. Shenoy, cost auditor, at Rs.0.6 mn for FY17 For For Payment to Cost Auditors is commensurate to the size of the company

04-Aug-16 TUBE INVESTMENTS OF INDIA LTD. Annual General Meeting Management Adoption of standalone financial statements for the year ended 31 March 2016 For For Routine Resolution

04-Aug-16 TUBE INVESTMENTS OF INDIA LTD. Annual General Meeting Management Adoption of consolidated financial statements for the year ended 31 March 2016 For For Routine Resolution

04-Aug-16 TUBE INVESTMENTS OF INDIA LTD. Annual General Meeting Management To confirm interim dividend of Rs.1.5 per equity share and to declare special dividend of Rs.3.5 per

equity share (face value Rs.2.0)


04-Aug-16 TUBE INVESTMENTS OF INDIA LTD. Annual General Meeting Management Reappoint N Srinivasan as Non-Executive Non-Independent Director For For Routine Resolution

04-Aug-16 TUBE INVESTMENTS OF INDIA LTD. Annual General Meeting Management Ratify S R Batliboi & Associates LLP’s appointment as statutory auditors and fix remuneration For For S.R Batliboi & Associates LLP was appointed for a period of 5 years in the company’s FY15 AGM. Under the Companies Act 2013,

auditor reappointment must be ratified annually. The ratification of S. R. Batliboi & Associates LLP is in line with Voting Policy on

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

04-Aug-16 TUBE INVESTMENTS OF INDIA LTD. Annual General Meeting Management Reappoint L Ramkumar as Managing Director from 9 April 2016 up to FY18 AGM and fix his

remuneration

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

04-Aug-16 TUBE INVESTMENTS OF INDIA LTD. Annual General Meeting Management Approve private placement of securities aggregating Rs.4.0 bn by way of non-convertible debentures

(NCDs)For For Tube is seeking shareholder approval for borrowing up to Rs.4.0 bn in FY17 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.

04-Aug-16 TUBE INVESTMENTS OF INDIA LTD. Annual General Meeting Management Ratify remuneration of Rs.0.3 mn (plus service tax and out of pocket expenses) for V. Kalyanaraman, as

cost auditors for FY16

For For The total remuneration paid to the cost auditors in FY16 is reasonable compared to the size and scale of operations of the

company.

04-Aug-16 CUMMINS INDIA LTD Annual General Meeting Management Adoption of standalone financial statements for the year ended 31 March 2016 For For Routine resolution

04-Aug-16 CUMMINS INDIA LTD Annual General Meeting Management Adoption of consolidated financial statements for the year ended 31 March 2016 For For Routine resolution

04-Aug-16 CUMMINS INDIA LTD Annual General Meeting Management Ratify interim dividend of Rs. 5.0 and declare final dividend of Rs. 9.0 per share (FV Rs. 2) For For Routine resolution

04-Aug-16 CUMMINS INDIA LTD Annual General Meeting Management Reappoint Mark Smith as Director as director liable to retire by rotation For For Good Candidature

04-Aug-16 CUMMINS INDIA LTD Annual General Meeting Management Reappoint Casimiro Antonio Vieira Leitao as director liable to retire by rotation For For Good Candidature

04-Aug-16 CUMMINS INDIA LTD Annual General Meeting Management Appoint S R B C & Co LLP as auditors for five years For For good Candidature for Auditor appointment

04-Aug-16 CUMMINS INDIA LTD Annual General Meeting Management Ratify payment of remuneration to cost auditors, Ajay Joshi and Associates for FY17 For For In line with industry standards

04-Aug-16 CUMMINS INDIA LTD Annual General Meeting Management Approve related party transactions entered into with Cummins Limited, UK for FY17 upto a limit of Rs

14.0 bnFor For In normal course of business

04-Aug-16 CUMMINS INDIA LTD Annual General Meeting Management Approve related party transactions entered into with Tata Cummins Pvt Ltd for FY17 upto a limit of Rs

12.5 bn

For For In normal course of business

04-Aug-16 CUMMINS INDIA LTD Annual General Meeting Management Approve revision in remuneration of CMD, Anant J. Talaulicar from 1 April 2016 for the remainder of his

tenure till 24 April 2018.For For Good Candidature & in accordance with the industry standards

04-Aug-16 BATA INDIA LTD Annual General Meeting Management To receive consider and adopt the Audited Financial statements of the Company for the financial year

ended 31 March, 2016 (both Standalone and Consolidated basis), together with the Reports of the

Auditors thereon and the Boards’ Report.


04-Aug-16 BATA INDIA LTD Annual General Meeting Management To declare dividend For For Good Policy to share profits with shareholders.

04-Aug-16 BATA INDIA LTD Annual General Meeting Management Reappoint Shaibal Sinha as a Non-Executive Non-Independent 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

04-Aug-16 BATA INDIA LTD Annual General Meeting Management To appoint M/s S. R. Batliboi & Co. as statutory auditors of the Company For ABSTAIN Board best suited to decide.The Act has given companies a three-year window to comply

04-Aug-16 BATA INDIA LTD Annual General Meeting Shareholder Appoint Christopher MacDonald Kirk as Non-Executive Non-Independent Director For For Chairperson, Compass . CEO of the SGS Group till March 2015 No concern has been identified regarding profile, attendance

performance, time commitments

04-Aug-16 BATA INDIA LTD Annual General Meeting Management Reappoint Rajeev Gopalakrishnan as Managing Director and fix his remuneration for a period of five

years w.e.f 23 February 2016For For Rajeev Gopalakrishnan was appointed as the MD in 2011. His current term expires on 22 February 2016. Accordingly, the

company now proposes to reappoint him as the MD for a period of five years w.e.f 23 Feb 2016. Remuneration in line with

industry.

04-Aug-16 BATA INDIA LTD Annual General Meeting Shareholder Appoint Ram Kumar Gupta as a Director For For Ram Kumar Gupta is being appointed as Director (Finance) of Bata India. He has over three decades of experience with the Bata

Shoe Organization. Prior to this appointment he was Director (Finance) of Bat Kenya. The company has capped the maximum

amount of variable pay, which is a good governance practice

04-Aug-16 BATA INDIA LTD Annual General Meeting Management Appoint Ram Kumar Gupta as Whole Time Director and fix his remuneration for a period of five years

w.e.f 19 August 2015

For For Ram Kumar Gupta is being appointed as Director (Finance) of Bata India. He has over three decades of experience with the Bata

Shoe Organization. Prior to this appointment he was Director (Finance) of Bat Kenya. The company has capped the maximum

amount of variable pay, which is a good governance practice

04-Aug-16 ARVIND LIMITED Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year ended 31 March 2016 For For Routine and mandatory resolution.

04-Aug-16 ARVIND LIMITED Annual General Meeting Management Declare dividend of Rs. 2.4 per equity share (face value Rs. 10) for FY16 For For The dividend per share has decreased to Rs. 2.4 in FY16 from Rs. 2.6 in FY15. However, the payout ratio has increased to 23.4%

in FY16 from 20.9% in FY15, due to decrease in standalone net profit

04-Aug-16 ARVIND LIMITED Annual General Meeting Management Reappoint Kulin Lalbhai as an Executive Director For For Kulin Lalbhai is part of the promoter family and is the Executive Director of the company. He retired by rotation and his


04-Aug-16 ARVIND LIMITED Annual General Meeting Management Reappoint Sorab S. Engineer & Co as statutory auditors for 1 year For ABSTAIN Sorab S. Engineer & Co has been auditing the company’s accounts for last 17 years. The reappointment is not in line with the

spirit of the Companies Act 2013.

04-Aug-16 ARVIND LIMITED Annual General Meeting Management Ratify remuneration of Rs.0.4 mn paid to cost auditor for FY17 For For The board had approved the appointment of Kiran J. Mehta & Co as cost auditors for FY17 for a total remuneration of Rs.

375,000. The proposed remuneration is reasonable

Page 22

04-Aug-16 ARVIND LIMITED Annual General Meeting Management Reappoint Sanjay Lalbhai as Chairperson and Managing Director for five years from 1 April 2017 and fix

his remuneration

For For Sanjay Lalbhai’s proposed annual remuneration at Rs. 84.1 mn from April 2017 onwards. His remuneration is higher than Co.

performance, but a large component of the remuneration is linked to profits. Additionally, his remuneration is comparable to

peers and commensurate with the size and complexity of the business.

04-Aug-16 ARVIND LIMITED Annual General Meeting Management Approve private placement of non- convertible debentures(NCD)of upto Rs. 5 bn For For The NCDs will be within the approved borrowing limits

04-Aug-16 THE RAMCO CEMENTS LIMITED Annual General Meeting Management Adoption of accounts For Abstain Routine proposal

04-Aug-16 THE RAMCO CEMENTS LIMITED Annual General Meeting Management Re-appoint PRR Rajha as Director For For Dividend for shareholders

04-Aug-16 THE RAMCO CEMENTS LIMITED Annual General Meeting Management Ratify the appointment of MS Jagannathan & N Krishnaswami and CNGSN &

Associates as joint statutory auditors for FY17For Abstain Do not support auditor continuing for 10 years or more. However, Cos Act currently allows the same so abstaining.

04-Aug-16 THE RAMCO CEMENTS LIMITED Annual General Meeting Management Re-appoint PRR Rajha as Chairperson and Managing Director for three years and fix

his remunerationFor Abstain Inadequate information available to support high remuneration

05-Aug-16 SML ISUZU LIMITED Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For For Routine Resolution

05-Aug-16 SML ISUZU LIMITED Annual General Meeting Management Declare dividend of Rs. 8 per equity share (face value Rs. 10) for FY16 For For Good practice to distribute part of profits to shareholders; income for the fund.

05-Aug-16 SML ISUZU LIMITED Annual General Meeting Management Reappoint Pankaj Bajaj as a Non-Independent Non-Executive Director For For He retires by rotation and his reappointment is in line with the statutory requirements.

05-Aug-16 SML ISUZU LIMITED Annual General Meeting Management Reappoint Kei Katayama as an Executive Director For For His reappointment is in line with all the statutory requirements

05-Aug-16 SML ISUZU LIMITED Annual General Meeting Management Ratify appointment of BSR & Associates as statutory auditors For For Routine Resolution. The appointment is in line with the statutory requirements.

05-Aug-16 SML ISUZU LIMITED Annual General Meeting Shareholder Appoint Takeru Kikkawa as a Non-Independent Non-Executive Director For For His appointment is in line with the statutory requirements.

05-Aug-16 SML ISUZU LIMITED Annual General Meeting Management Approve commission of upto 1% of Net Profits to Independent Directors from FY16 onwards For For As per company’s classification it has five independent directors on the board who are eligible to receive commission. Based on

FY16 profits, the maximum permissible commission amounts to an average of Rs. 1.0 mn per director, which is reasonable.

05-Aug-16 Bharat Forge Ltd Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year ended 31 March 2016 For For Routine Resolution

05-Aug-16 Bharat Forge Ltd Annual General Meeting Management Declare final dividend of Rs.0.50 per share and confirm interim dividends of Rs. 3.0 and Rs. 4.0 per share

(Face Value: Rs.2)For For Good practice to distribute part of profits to shareholders; income for the fund.

05-Aug-16 Bharat Forge Ltd Annual General Meeting Management Re-appoint BP Kalyani as Director For For His reappointment is in line with all the statutory requirements.

05-Aug-16 Bharat Forge Ltd Annual General Meeting Management Re-appoint PC Bhalerao as Non-Executive Non-Independent Director For For His reappointment is in line with all the statutory requirements.

05-Aug-16 Bharat Forge Ltd Annual General Meeting Management Ratify Reappointment of SRBC & Co LLP as auditor For For Routine Resolution

05-Aug-16 Bharat Forge Ltd Annual General Meeting Management Re-appoint BP Kalyani as Executive Director for five years and fix his remuneration For For BP Kalyani’s remuneration is in line with the performance of the company

05-Aug-16 Bharat Forge Ltd Annual General Meeting Management Re-appoint SE Tandale as Executive Director for five years and fix his remuneration For For His remuneration is in line with the performance of the company.

05-Aug-16 Bharat Forge Ltd Annual General Meeting Management Approve remuneration of Rs. 1 mn payable to Dhananjay V Joshi & Associates as cost auditors for FY17 For For Routine Resolution. The total remuneration proposed to be paid to the cost auditors in FY17 is reasonable compared to the size

and scale of operations.

05-Aug-16 GLAXOSMITHKLINE CONSUMER HEALTHCARE LTD Annual General Meeting Management Adoption of accounts For Abstain Board Best suited

05-Aug-16 GLAXOSMITHKLINE CONSUMER HEALTHCARE 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

05-Aug-16 GLAXOSMITHKLINE CONSUMER HEALTHCARE LTD Annual General Meeting Management Reappoint Price Waterhouse as statutory auditors for FY16 For Abstain Companies act gives three year window for re-appointment. No problem with the appointment but prudence practice requires

change in auditors every five years.

05-Aug-16 GLAXOSMITHKLINE CONSUMER HEALTHCARE LTD Annual General Meeting Management Reappoint Kunal Kashyap, P. Dwarakanath, Naresh Dayal, Mukesh Butani,Sangeeta Talwar, Jaiboy John

Phillips, and Vivek Anand as Directors for a term of three yearsFor For GSKCH proposes to reappoint two whole-time and five non-executive directors under the system of proportional

representation (i.e. cumulative voting), to hold office for a term of three years

05-Aug-16 GLAXOSMITHKLINE CONSUMER HEALTHCARE LTD Annual General Meeting Management Reappoint Vivek Anand as Director – Finance and Chief Financial Officer for a period of three years with

effect from 5 August 2016 and fix his remuneration

For For Vivek Anand is a professional and his proposed remuneration is commensurate with the size and complexity of his

responsibilities. Also, his proposed remuneration is comparable to that of peers in the same industry and other industries

05-Aug-16 GLAXOSMITHKLINE CONSUMER HEALTHCARE LTD Annual General Meeting Management Reappoint Jaiboy John Phillips as Director – Operations for a period of three years with effect from 5

August 2016 and fix his remuneration

For For Jaiboy John Phillips is a professional and his proposed remuneration is commensurate with the size and complexity of his

responsibilities

05-Aug-16 APAR INDUSTRIES LTD Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For For Routine Resolution

05-Aug-16 APAR INDUSTRIES LTD Annual General Meeting Management Confirm interim-cum-final dividend For For Routine Resolution

05-Aug-16 APAR INDUSTRIES LTD Annual General Meeting Management Reappoint Chaitanya Desai as Director For For Good Candidature

05-Aug-16 APAR INDUSTRIES LTD Annual General Meeting Management Ratify appointment of Sharp & Tannan as statutory auditor for FY17 For For Good Candidature

05-Aug-16 APAR INDUSTRIES LTD Annual General Meeting Management Approve remuneration of Rs.0.12mn to be paid to T.M Rathi, as Cost Auditor for FY17 For For In line with industry standard

05-Aug-16 APAR INDUSTRIES LTD Annual General Meeting Management Amend Articles of Association (AoA) to align with Companies Act 2013 For For Routine Resolution.

05-Aug-16 DISHMAN PHARMACEUTICALS Court Meeting Management Slump sale of the effluent treatment plants (ETP) undertaking of Dishman Pharmaceuticals and

Chemicals Limited (DPCL) to Carbogen Amcis (India) Limited (CAIL), a wholly owned subsidiary;

amalgamation of Dishman Care Limited (DCL), a wholly owned subsidiary, with DPCL; and reverse

merger of DPCL with CAIL

For For Slump sales of ETP to CAIL would help CAIL to take tax benefits (additional depreciation) available to ETP. Amalgamation of DCL

with DPCL and reverse merger of DPCL with CAIL is will not result in any change in shareholding pattern but would enhance

CAIL’s visibility in the eyes of all stake holders.

05-Aug-16 MARICO LIMITED Annual General Meeting Management Adoption of accounts For Abstain Board Best suited

05-Aug-16 MARICO LIMITED Annual General Meeting Management To confirm interim dividends of Rs.1.75, Rs.1.5 and Re.1.0 paid during the year (face value Re.1.0 per

share)

For For Good policy to pay divided to shareholders

05-Aug-16 MARICO LIMITED Annual General Meeting Management To reappoint Rajen Mariwala as Non-Executive, Non-Independent Director For For Rajen Mariwala is the promoter director

05-Aug-16 MARICO LIMITED Annual General Meeting Management Reappointment of Price Waterhouse as Statutory Auditors For For Companies act gives three year period to decide on new auditor and rotation of auditor policy.

05-Aug-16 MARICO LIMITED Annual General Meeting Management To ratify the remuneration of Rs.0.8 mn payable to Ashwin Solanki & Associates, Cost Auditors For For In line with industry practise

05-Aug-16 MARICO LIMITED Annual General Meeting Management Approval of the Marico Employee Stock Option Plan 2016 and granting of stock options to the eligible

employees of the Company For For Good Policy. There is no disclosure on the exercise price and may be as low as the face value of the share. However,

management has confirmed that the annual stock options issuances will not exceed 0.1% of the paid-up capital

05-Aug-16 MARICO LIMITED Annual General Meeting Management Approval of the grant of stock options to the eligible employees of the Company’s subsidiaries under the

Marico Employee Stock Option Plan 2016

For For Good Policy. The company requires shareholder approval in a separate resolution to extend the ESOP 2016 benefit to the

employees/directors of subsidiaries.

06-Aug-16 JK Cement Ltd. Annual General Meeting Management Adoption of accounts For Abstain Routine proposal

06-Aug-16 JK Cement Ltd. Annual General Meeting Management Declaration of dividend For FOR Dividend for shareholders

06-Aug-16 JK Cement Ltd. Annual General Meeting Management Re-appoint Sushila Devi Singhania as Non-Executive Non-Independent Director For FOR In line with statutory requirements

06-Aug-16 JK Cement Ltd. Annual General Meeting Management Reappointment of PL Tandon & Company as statutory auditors For ABSTAIN Do not support auditor continuing for 10 years or more. However, Cos Act currently allows the same so abstaining.

06-Aug-16 JK Cement Ltd. Annual General Meeting Shareholder Appoint SL Bansal as Independent Director for five years For FOR In line with statutory requirements

06-Aug-16 JK Cement Ltd. Annual General Meeting Management Ratify remuneration of cost auditor For For In line with statutory requirements

06-Aug-16 JK Cement Ltd. Annual General Meeting Management Approve borrowing limit of up to Rs 75 bn For For Required for business purposes

06-Aug-16 JK Cement Ltd. Annual General Meeting Management Create charges/mortgages on assets of the company For For Required for business purposes

06-Aug-16 JK Cement Ltd. Annual General Meeting Management Re-appoint Yadupati Singhania as Chairperson and Managing Director for three years and fix his

remunerationFor For In line with statutory requirements

06-Aug-16 JK Cement Ltd. Annual General Meeting Management Approve private placement of secured non-convertible debentures of upto Rs.5 bn For For Required for business purposes

06-Aug-16 IIFL HOLDINGS LTD. Postal Ballot Management Increasing limits for Loans/Investments/Corporate Guarantee by the Company For For No concern has been identified

06-Aug-16 AMARA RAJA BATTERIES LIMITED Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For For Routine resolution

Page 23

06-Aug-16 AMARA RAJA BATTERIES LIMITED Annual General Meeting Management Confirm interim dividend of Rs.4.25 per equity share (FV Re.1) as final dividend For For Good practice to share profits with share holders

06-Aug-16 AMARA RAJA BATTERIES LIMITED Annual General Meeting Management Reappoint Dr. Ramachandra N Galla as Non- Executive, Non-Independent Director For For His appointment is in line with the statutory requirements.

06-Aug-16 AMARA RAJA BATTERIES LIMITED Annual General Meeting Management Ratify Brahmayya & Co. and Deloitte Haskins & Sells LLP as joint statutory auditors for FY17 at a

remuneration of Rs. 5.0 mn

For For Their appointment is in line with the provisions of the Companies Act, 2013 and the amended Clause 49 of Listing Agreement.

06-Aug-16 AMARA RAJA BATTERIES LIMITED Annual General Meeting Shareholder Appoint Raphael John Shemanski as Non-Executive, Non-Independent Director For For His appointment is in line with the statutory requirements.

06-Aug-16 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 2017For For The board has approved the appointment of Sagar & Associates as cost auditors for the year ending 31 March 2017 on a total

remuneration of Rs. 350,000 plus applicable service tax and out of pocket expenses.

08-Aug-16 BRITANNIA INDUSTRIES LTD Annual General Meeting Management Adoption of accounts For Abstain Board Best suited

08-Aug-16 BRITANNIA INDUSTRIES LTD Annual General Meeting Management Declare dividend For For Good policy to pay divided to shareholders

08-Aug-16 BRITANNIA INDUSTRIES LTD Annual General Meeting Management Reappoint Nusli Wadia asNon-Independent, Non-Executive Director For For He is MD of Bombay Burmah and belongs to promoter family. Appointment in line with statutory requirement

08-Aug-16 BRITANNIA INDUSTRIES LTD Annual General Meeting Management Reappointment of BSR & Co LLP as statutory auditors for a period of four years For For Companies act give three year period to change. 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

08-Aug-16 COLGATE PALMOLIVE (India) LTD Annual General Meeting Management Adoption of accounts For Abstain Board Best suited

08-Aug-16 COLGATE PALMOLIVE (India) LTD Annual General Meeting Management Re-appointment of Mr. Niket Ghate as a Director liable to retire by rotation For For 26 years of experience in the streams of Law like Litigation, Contract Negotiations, Corporate Governance and Merger &

Acquisitions. Has been regular to all meetings.

08-Aug-16 COLGATE PALMOLIVE (India) LTD Annual General Meeting Management Reappointment of Price Waterhouse as statutory auditors for one year and authorise the board to fix

their remuneration For For Companies act should give them three year window to comply with this; its big five and appointment is in line with industry

practices.

08-Aug-16 COLGATE PALMOLIVE (India) LTD Annual General Meeting Management Place of keeping the Register of Members and Index of Members For For No concern has been identified with respect to the change

08-Aug-16 SONATA SOFTWARE LTD Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year ended 31 March 2016 For Abstain Routine proposal

08-Aug-16 SONATA SOFTWARE LTD Annual General Meeting Management To confirm two interim dividends aggregating Rs.9.0 per equity share (face value Rs.10.0) For For Sonata Software Limited (Sonata) has paid two interim dividends aggregating Rs.9.0 per equity share (Rs.3.5 and Rs.5.5). The

total dividend outflow including dividend tax for FY16 is Rs.1.1 bn. The dividend payout ratio for FY16 is 97.0%.

08-Aug-16 SONATA SOFTWARE LTD Annual General Meeting Management To note the retirement of M D Dalal as director and not to fill the vacancy caused on the board For For M D Dalal is the Promoter and Executive Vice Chairman of the company. He will retire as a director in the forthcoming AGM. The

vacancy created on the board will not be filled

08-Aug-16 SONATA SOFTWARE LTD Annual General Meeting Management Ratify Deloitte Haskins & Sells’ appointment as statutory auditors for FY17 and fix remuneration For For Deloitte Haskins & Sells was appointed for a period of 4 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

08-Aug-16 SRF LIMITED Annual General Meeting Management Adopt the standalone and consolidated financial statements for the year ended 31 March 2016 For For Routine Resolution

08-Aug-16 SRF LIMITED Annual General Meeting Management Reappoint Dr. Meenakshi Gopinath as a Director For For Dr. Meenakshi Gopinath, 66, is the Founder of Women in Security, Conflict Management, & Peace (WISCOMP). Her


08-Aug-16 SRF LIMITED Annual General Meeting Management Ratify Deloitte Haskins & Sells as statutory auditors for FY17 For For The ratification is in line with our Voting Policy on Auditor Rotation and with the requirements of Section 139 of the Companies

Act 2013.

08-Aug-16 SRF LIMITED Annual General Meeting Management Reappoint Kartik Bharat Ram as Deputy Managing Director for five years effective 1 June 2016 and fix his

remuneration

For For Ensure continuity.

08-Aug-16 SRF LIMITED Annual General Meeting Management Fix remuneration to cost auditors, H Tara & Co. and Sanjay Gupta & Associates, for FY17 For For Payment to cost auditors for FY17 aggregates Rs.0.9 mn (excluding service tax and reimbursement of out-of-pocket expenses)

which is commensurate to the size of the company.

08-Aug-16 SRF LIMITED Annual General Meeting Management Fix remuneration to non–executive directors at an amount not exceeding 1%

of the net profits per annum commencing 1 April 2016For For The cumulative commission paid to non-executive directors in FY16 was 0.1% of the standalone net profit, which is reasonable.

08-Aug-16 SRF LIMITED Annual General Meeting Management Issue secured/unsecured redeemable non-convertible debentures up to

Rs.20.0 bn via private placement

For For The non-convertible debentures will be carved out of the approved borrowing limits.

09-Aug-16 TATA MOTORS LTD. Annual General Meeting Management Adoption of standalone financial statements for the year ended 31 March 2016 b. Adoption of



09-Aug-16 TATA MOTORS LTD. Annual General Meeting Management Declare dividend of Re.0.2 per share on Ordinary Shares and Re.0.3 per shares on ‘A’ Ordinary Shares For For Good practice to distribute part of profits to shareholders; income for the fund.

09-Aug-16 TATA MOTORS LTD. Annual General Meeting Management Reappoint Ravindra Pisharody as a Director For For His reappointment is in line with the statutory requirements.

09-Aug-16 TATA MOTORS LTD. Annual General Meeting Management Ratify reappointment of Deloitte Haskins & Sells as auditors for FY17 For Abstain Deloitte Haskins & Sells have been Tata Motors’ statutory auditors for the past 27 years. We believe auditors must be rotated

every 10 years. The ratification of their reappointment doesn’t follow the spirit of section 139 of the Companies Act 2013.

09-Aug-16 TATA MOTORS LTD. Annual General Meeting Shareholder Appoint Guenter Butschek as a Director For For Guenter Butschek is being appointed as the CEO and MD of Tata Motors. He was previously the COO of Airbus and has more

than 25 years of experience with the Daimler group. His appointment is in line with the statutory requirements.

09-Aug-16 TATA MOTORS LTD. Annual General Meeting Management Appoint Guenter Butschek as CEO and Managing Director for a period of five years w.e.f 15 February

2016 and fix his remuneration for three years

For For His proposed pay is in line with industry peers and is commensurate with the size and scale of his responsibilities.

09-Aug-16 TATA MOTORS LTD. Annual General Meeting Management Reappoint Ravindra Pisharody as Executive Director (Commercial Vehicles) for the period 1 July 2016 to

24 November 2020 and fix his remuneration for a period of three years w.e.f 1 July 2016

For For His proposed pay of upto ~Rs.90 mn is in line with peers and commensurate with the size and scale of operations.

09-Aug-16 TATA MOTORS LTD. Annual General Meeting Management Reappoint Satish Borwankar as Executive Director (Quality) and fix his remuneration for the period 1 July

2016 to 15 July 2017For For His proposed pay of upto ~Rs.66 mn is in line with peers and commensurate with the size and scale of operations

09-Aug-16 TATA MOTORS LTD. Annual General Meeting Management Approve remuneration of Rs.0.5 mn to be paid to Mani & Co as Cost Auditor for FY17 For For The total remuneration of Rs.0.5 mn to be paid to the cost auditor in 2017 is reasonable compared to the size and scale of

operations.

09-Aug-16 TATA MOTORS LTD. Annual General Meeting Management Approve private placement of non-convertible debentures (NCD) of upto Rs.30 bn For For The proposed NCD issue will be within the overall borrowing limit of Rs.300 bn and consequently, there are no material

implications for minority shareholders.

09-Aug-16 TATA MOTORS LTD. Annual General Meeting Management Adoption of standalone financial statements for the year ended 31 March 2016 b. Adoption of



09-Aug-16 TATA MOTORS LTD. Annual General Meeting Management Declare dividend of Re.0.2 per share on Ordinary Shares and Re.0.3 per shares on ‘A’ Ordinary Shares For For Good practice to distribute part of profits to shareholders; income for the fund.

09-Aug-16 TATA MOTORS LTD. Annual General Meeting Management Reappoint Ravindra Pisharody as a Director For For His reappointment is in line with the statutory requirements.

09-Aug-16 TATA MOTORS LTD. Annual General Meeting Management Ratify reappointment of Deloitte Haskins & Sells as auditors for FY17 For Abstain Deloitte Haskins & Sells have been Tata Motors’ statutory auditors for the past 27 years. We believe auditors must be rotated

every 10 years. The ratification of their reappointment doesn’t follow the spirit of section 139 of the Companies Act 2013.

09-Aug-16 TATA MOTORS LTD. Annual General Meeting Shareholder Appoint Guenter Butschek as a Director For For Guenter Butschek is being appointed as the CEO and MD of Tata Motors. He was previously the COO of Airbus and has more

than 25 years of experience with the Daimler group. His appointment is in line with the statutory requirements.

09-Aug-16 TATA MOTORS LTD. Annual General Meeting Management Appoint Guenter Butschek as CEO and Managing Director for a period of five years w.e.f 15 February

2016 and fix his remuneration for three yearsFor For His proposed pay is in line with industry peers and is commensurate with the size and scale of his responsibilities.

09-Aug-16 TATA MOTORS LTD. Annual General Meeting Management Reappoint Ravindra Pisharody as Executive Director (Commercial Vehicles) for the period 1 July 2016 to

24 November 2020 and fix his remuneration for a period of three years w.e.f 1 July 2016For For His proposed pay of upto ~Rs.90 mn is in line with peers and commensurate with the size and scale of operations.

09-Aug-16 TATA MOTORS LTD. Annual General Meeting Management Reappoint Satish Borwankar as Executive Director (Quality) and fix his remuneration for the period 1 July

2016 to 15 July 2017For For His proposed pay of upto ~Rs.66 mn is in line with peers and commensurate with the size and scale of operations

09-Aug-16 TATA MOTORS LTD. Annual General Meeting Management Approve remuneration of Rs.0.5 mn to be paid to Mani & Co as Cost Auditor for FY17 For For The total remuneration of Rs.0.5 mn to be paid to the cost auditor in 2017 is reasonable compared to the size and scale of

operations.

09-Aug-16 TATA MOTORS LTD. Annual General Meeting Management Approve private placement of non-convertible debentures (NCD) of upto Rs.30 bn For For The proposed NCD issue will be within the overall borrowing limit of Rs.300 bn and consequently, there are no material

implications for minority shareholders.

Page 24

09-Aug-16 EDELWEISS FINANCIAL SERVICES LIMITED Annual General Meeting Management Adoption ofA) Audited Standalone and B) consolidated Financial Statements of the Company For For Ordinary Resolution

09-Aug-16 EDELWEISS FINANCIAL SERVICES LIMITED Annual General Meeting Management Appointment of Mr. Himanshu Kaji as a Director For For Re-appointment

09-Aug-16 EDELWEISS FINANCIAL SERVICES LIMITED Annual General Meeting Management Ratification of appointment of the Auditors For For Ordinary Resolution

09-Aug-16 EDELWEISS FINANCIAL SERVICES LIMITED Annual General Meeting Management Re-appointment of Mr. Rujan Panjwani as an Executive Director For For Re-appointment

09-Aug-16 EDELWEISS FINANCIAL SERVICES LIMITED Annual General Meeting Management Payment of commission to the Non-Executive Directors For For No concern has been identified

09-Aug-16 EDELWEISS FINANCIAL SERVICES LIMITED Annual General Meeting Management Issue of Non-Convertible Debentures on a Private Placement basis For For Business purpose

09-Aug-16 EDELWEISS FINANCIAL SERVICES LIMITED Annual General Meeting Management Approval to Edelweiss Employees Stock Option Plan 2016 For For No concern has been identified

09-Aug-16 EDELWEISS FINANCIAL SERVICES LIMITED Annual General Meeting Management Extending the benefits of Edelweiss Employees Stock Option Plan 2016 to the employees of the

Subsidiaries For For No concern has been identified

09-Aug-16 EDELWEISS FINANCIAL SERVICES LIMITED Annual General Meeting Management Acquisition of the Shares of the Company through Edelweiss Employees Stock Option Trust for

implementation of Edelweiss Employees Stock Option Plan 2016


09-Aug-16 EDELWEISS FINANCIAL SERVICES LIMITED Annual General Meeting Management Scheme for provision of money to Edelweiss Employees Stock Option Trust for acquisition of the shares

of the Company for the benefit of the employees under Edelweiss Employees Stock Option Plan 2016


09-Aug-16 EDELWEISS FINANCIAL SERVICES LIMITED Annual General Meeting Management Amendment to the Edelweiss Employees Stock Incentive Plan 2009 For Abstain No concern has been identified



09-Aug-16 S H KELKAR & COMPANY LTD Annual General Meeting Management Adoption of accounts For Abstain Board Best suited

09-Aug-16 S H KELKAR & COMPANY LTD Annual General Meeting Management To confirm interim dividend on equity shares declared for the financial year 2015-16 as final dividend For For Good policy to give dividend

09-Aug-16 S H KELKAR & COMPANY LTD Annual General Meeting Management To appoint a Director in place of Mr. Amit Dalmia ,non-executive/non-independent Director, who retires

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

For For He has been a Director on the Company’s Board since August 08, 2012. He is an expert in the field of Finance, Operations,

Strategy and Development. He does not hold any shares in the Company and is not related to any other Director of the

Company.

09-Aug-16 S H KELKAR & COMPANY LTD Annual General Meeting Management To ratify appointment of B S R & Co. LLP, Chartered Accountants (Registration No. 101248W/W-100022),

as Statutory Auditors of the Company to hold office from the conclusion of this AnnualGeneral Meeting

For For In line with the process.

09-Aug-16 ASHOKA BUILDCON LIMITED Annual General Meeting Management Receive, consider and adopt : a) Audited Standalone Financial Statements, Reports of the Board

ofDirectors and Auditors; b) Audited Consolidated Financial Statements


09-Aug-16 ASHOKA BUILDCON LIMITED Annual General Meeting Management Confirmation oflnterim Dividends of Re. 0.70 and Re. 0.80 per equity share of Rs. 5/- each For For Routine Resolution

09-Aug-16 ASHOKA BUILDCON LIMITED Annual General Meeting Management Re-appointment of Mr. Sanjay P. Londhe as Whole-time Director of the Company For For Good Candidature

09-Aug-16 ASHOKA BUILDCON LIMITED Annual General Meeting Management Ratification of the appointment of M/s. M.P. Chitale & Co., Chartered Accountants, Mumbai (Firm

Registration No. 101851 W) for FY 2016-17 and fixation of their remuneration

For For Keeping Continuation

09-Aug-16 ASHOKA BUILDCON LIMITED Annual General Meeting Management Appointment of M/s. CY & Associates, Cost Accountants (Firm Registration No. 000334) for FY 2016-17

and fixation of their remuneration

For For Keeping Continuation

09-Aug-16 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, 2016 (Ordinary Resolution)


09-Aug-16 ADANI PORT AND SEZ LTD. Annual General Meeting Management Confirmation of payment of interim dividend on Equity Shares (Ordinary Resolution) For For Routine Resolution

09-Aug-16 ADANI PORT AND SEZ LTD. Annual General Meeting Management Declaration of Dividend on Preferences Shares (Ordinary Resolution) For For Routine Resolution

09-Aug-16 ADANI PORT AND SEZ LTD. Annual General Meeting Management Re-appointment of Dr. Malay Mahadevia (DIN: 00064110), as a Director of the Company who retires by

rotation (Ordinary Resolution)


09-Aug-16 ADANI PORT AND SEZ LTD. Annual General Meeting Management Ratification of appointment of M/s. SRBC & CO LLP, Statutory Auditors and fixing their remuneration

(Ordinary Resolution)


09-Aug-16 ADANI PORT AND SEZ LTD. Annual General Meeting Management Approval of payment of remuneration to Mr. Karan Adani, Chief Executive Officer a relative of

Director(s) to hold office or place of profit under the Company (Ordinary Resolution)


09-Aug-16 ADANI PORT AND SEZ LTD. Annual General Meeting Management Approval of offer or invitation to subscribe to Securities for an amount not exceeding Rs. 10,000 Crores

(Special Resolution)

For Abstain Routine Resolution

09-Aug-16 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-16 ADANI PORT AND SEZ LTD. Annual General Meeting Management Approval for increasing the FIIs/FPIs limit to 49% of the paid-up equity share capital of the Company



09-Aug-16 APOLLO TYRES LTD Annual General Meeting Management Consideration of the Standalone and Consolidated Balance Sheet, Profit & Loss Account and the Report

of Directors and Auditors thereon for the year ended on 31.03.2016


09-Aug-16 APOLLO TYRES LTD Annual General Meeting Management Declare dividend of Rs.2 per equity share (FV Rs.1) For For Good practice to distribute part of profits to shareholders; income for the fund.

09-Aug-16 APOLLO TYRES LTD Annual General Meeting Management Reappoint Robert Steinmetz as Non-Executive Non-Independent Director, liable to retire by rotation For For His appointment is in line with all the statutory requirements.

09-Aug-16 APOLLO TYRES LTD Annual General Meeting Management Ratify Deloitte Haskins & Sells as statutory auditors for FY17 For Abstain Deloitte Haskins & Sells, along with other member firms of the Deloitte audit network, have been auditing the company’s

accounts for atleast the past 26 years. This is not in spirit of Section 139 of the Companies Act 2013.

09-Aug-16 APOLLO TYRES LTD Annual General Meeting Management Approve the remuneration of Rs.250,000 payable to NP Gopalakrishnan & Co, cost auditor for FY17 For For The remuneration of Rs.250,000 proposed to be paid to the cost auditor in FY17 is reasonable compared to the size and scale of

operations.

09-Aug-16 APOLLO TYRES LTD Annual General Meeting Shareholder Appoint General Bikram Singh (Retd.) as an Independent Director for five years For For His appointment is in line with the statutory requirements.

09-Aug-16 APOLLO TYRES LTD Annual General Meeting Shareholder Appoint Vinod Rai as an Independent Director for five years For For His appointment is in line with the statutory requirements.

09-Aug-16 APOLLO TYRES LTD Annual General Meeting Shareholder Appoint Francesco Gori as Non-Executive Non-Independent Director, liable to retire by rotation For For His appointment is in line with the statutory requirements.

10-Aug-16 HONEYWELL AUTOMATION INDIA LTD. Annual General Meeting Management Adoption of accounts For ABSTAIN Routine proposal

10-Aug-16 HONEYWELL AUTOMATION INDIA LTD. Annual General Meeting Management Declare final equity dividend For FOR Dividend for shareholders

10-Aug-16 HONEYWELL AUTOMATION INDIA LTD. Annual General Meeting Management Reappoint Ms. Nisha Gupta as Non-Executive Non-Independent Director For FOR In line with all the statutory requirements

10-Aug-16 HONEYWELL AUTOMATION INDIA LTD. Annual General Meeting Management Ratify Deloitte Haskins & Sells LLP’s appointment as statutory auditors for FY17 For FOR In line with all the statutory requirements

10-Aug-16 HONEYWELL AUTOMATION INDIA LTD. Annual General Meeting Shareholder Appoint Suresh Senapaty as an Independent Director for five years from 8 March 2016 For FOR In line with all the statutory requirements

10-Aug-16 HONEYWELL AUTOMATION INDIA LTD. Annual General Meeting Management Approve related party transactions with Honeywell International Inc. up to Rs.5.5 bn For FOR In line with all the statutory requirements

10-Aug-16 MAHINDRA & MAHINDRA Annual General Meeting Management Adoption of the standalone and consolidated financial statements for the year ended 31 March 2016 For For Routine Resolution

10-Aug-16 MAHINDRA & MAHINDRA Annual General Meeting Management Declare equity dividend of Rs. 12 per share For For Good practice to distribute part of profits to shareholders; income for the fund.

10-Aug-16 MAHINDRA & MAHINDRA Annual General Meeting Management Reappoint S. B. Mainak as a Non-Executive Non-Independent Director For For His appointment is in line with all the statutory requirements.

10-Aug-16 MAHINDRA & MAHINDRA Annual General Meeting Management Ratify the appointment of Deloitte Haskins & Sells, as statutory auditors For Abstain Deloitte Haskins & Sells were reappointed as the Company’s statutory auditors in the AGM for FY14 for a period of three years.

Deloitte Haskins & Sells were appointed as the statutory auditors for M&M in 2007-08. Prior to appointing Deloitte Haskins &

Sells, the company’s auditors were A F Ferguson & Co., since atleast 1996-97: they are also part of the Deloitte audit network.

Therefore, audit firms belonging to the Deloitte Group have been M&M’s statutory auditors for atleast 20 years. The

reappointment is not inline with the spirit of section 139 of the Companies Act 2013.

Page 25

10-Aug-16 MAHINDRA & MAHINDRA Annual General Meeting Management Approve remuneration of Rs.0.75 mn to be paid to D. C. Dave & Co as Cost Auditor for FY17 For For The total remuneration of Rs.0.75 mn to be paid to the cost auditor in 2017 is reasonable compared to the size and scale of

operations.

10-Aug-16 MAHINDRA & MAHINDRA Annual General Meeting Management Approve private placement of non-convertible debentures (NCD) of upto Rs.50 bn For For The proposed NCD issue will be within the overall borrowing limit and consequently, there are no material implications for

minority shareholders.

10-Aug-16 MAHINDRA & MAHINDRA Annual General Meeting Management Keep company documents at the Mumbai office of the new Registrar & Share Transfer Agent (RTA)

and/or its registered office and/or its corporate headquarters

For For The company has changed its RTA from Sharepro Services (India) Private Limited to Karvy Computershare Private Limited.

Accordingly, the company documents will now be kept at the Mumbai office of the new RTA and/or its registered office and/or

its corporate headquarters. The move will not impact the accessibility of documents by minority shareholders.

10-Aug-16 UJJIVAN FINANCIAL SERVICES PRIVATE LIMITED Annual General Meeting Management Adoption of financial statements For For Routine Resolution

10-Aug-16 UJJIVAN FINANCIAL SERVICES PRIVATE LIMITED Annual General Meeting Management Declaration of dividend For For Routine Resolution

10-Aug-16 UJJIVAN FINANCIAL SERVICES PRIVATE LIMITED Annual General Meeting Management Ratification of the appointment of Statutory Auditors For For Routine Resolution

10-Aug-16 UJJIVAN FINANCIAL SERVICES PRIVATE LIMITED Annual General Meeting Management To appoint a director in place of Mr Venkatesh Natarajan (DIN:02453219), who retires by rotation and

being eligible, offers himself for re-appointment

For For Re-appointment

10-Aug-16 UJJIVAN FINANCIAL SERVICES PRIVATE LIMITED Annual General Meeting Management To appoint a director in place of Mr Jayanta Basu (DIN:01268046), who retires by rotation and being

eligible, offers himself for re-appointment


10-Aug-16 UJJIVAN FINANCIAL SERVICES PRIVATE LIMITED Annual General Meeting Management Ratification of Employee Stock Option Scheme 2015 For For No concern has been identified

10-Aug-16 BHARTI INFRATEL LIMITED Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year ended 31 March 2016 For Abstain Routine proposal

10-Aug-16 BHARTI INFRATEL LIMITED Annual General Meeting Management Declare dividend of Rs.3.0 per share For For The dividend per share has declined from Rs.11 to Rs.3 in FY16. Consequently, the dividend payout ratio dropped from 90.8%

to 51.9% during this period

10-Aug-16 BHARTI INFRATEL LIMITED Annual General Meeting Management Reappoint Mark Chin Kok Chong as a Non-Executive Non-Independent Director For For Mark Chin Kok Chong is the CEO of Singtel Group. His reappointment is in line with the statutory requirements.

10-Aug-16 BHARTI INFRATEL LIMITED Annual General Meeting Management Ratify appointment of S.R Batliboi & Associates LLP as auditors for FY17 For For S. R. Batliboi & Associates LLP has been auditing the company’s accounts for three years (since listing, as per available data). The

ratification is in line our Voting Policy on auditor rotation and section 139 of Companies Act 2013

10-Aug-16 BHARTI INFRATEL LIMITED Annual General Meeting Shareholder Appoint Rajan Mittal as a Non-Executive Non-Independent Director For For Rajan Mittal is the Vice Chairperson of Bharti Enterprises. His appointment is in line with the statutory requirements

11-Aug-16 VST INDUSTRIES LIMITED Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For Abstain Board best suited

11-Aug-16 VST INDUSTRIES LIMITED Annual General Meeting Management Declare dividend of Rs.70.0 per equity share (face value Rs.10.0 each) For For Good policy to give dividend to shareholder

11-Aug-16 VST INDUSTRIES LIMITED Annual General Meeting Management Reappoint Devraj Lahiri as an Executive Director For For He is a graduate in commerce from St. Xavier’s College, Kolkata and did his MBA from Indian Institute of Welfare and Business

Management, Kolkata. This is in line with policy and he is going to be deputy MD.

11-Aug-16 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

11-Aug-16 VST INDUSTRIES LIMITED Annual General Meeting Management Appoint Devraj Lahiri as Deputy Managing Director of the company and fix his remuneration For For Remuneration is in line with industry practice.

11-Aug-16 GRANULES INDIA LTD Annual General Meeting Management Consider and adopt Audited Financial Statement, Report of Board of Directors and Auditors. For For Routine Resolution

11-Aug-16 GRANULES INDIA LTD Annual General Meeting Management Declaration of final dividend of 20 paisa per equity share and approval and ratification of interim

dividend of 45 paisa per equity share paid during the FY 2015-16


11-Aug-16 GRANULES INDIA LTD Annual General Meeting Management To appoint a Director in place of Mr. Harsha Chigurupati (DIN: 01606477), who retires by rotation and,

being eligible, seeks re-appointmentFor For Reappointment is in line with Statutory requirements

11-Aug-16 GRANULES INDIA LTD Annual General Meeting Management Ratification of re-appointment of Auditors and fixing their remuneration For For Reappointment is in line with Statutory requirements and remuneration is in line with the scope of work

11-Aug-16 MRF LTD Annual General Meeting Management Adopt the standalone and consolidated financial statements for the 18 months ended 31 March 2016 For For Routine Resolution

11-Aug-16 MRF LTD Annual General Meeting Management Confirm interim dividend of Rs.6.0 and declare final dividend of Rs.94.0 per equity share of face value

Rs.10.0 each


11-Aug-16 MRF LTD Annual General Meeting Management Reappoint Rahul Mammen Mappillai as a Director For For His reappointment is in line with all the statutory requirements.

11-Aug-16 MRF LTD Annual General Meeting Management Appoint SCA and Associates as joint statutory auditors for five years For For The appointment is in line with voting policy on auditor rotation and complies with Section 139 of the Companies Act 2013.

11-Aug-16 MRF LTD Annual General Meeting Management Reappoint Sastri & Shah as joint statutory auditors for one years For For MRF proposes to reappoint Sastri & Shah as joint statutory auditors: Sastri & Shah have been MRF’s statutory auditors for the

past 19 years. Notwithstanding, we are in favour of the reappointment as it is a part of the transition to new statutory auditors.

11-Aug-16 MRF LTD Annual General Meeting Shareholder Appoint Dr. Cibi Mammen as Non-Executive Non-Independent Director For For Her appointment is in line with all statutory requirements.

11-Aug-16 MRF LTD Annual General Meeting Shareholder Appoint Ambika Mammen as Non-Executive Non-Independent Director For For Her appointment is in line with all statutory requirements.

11-Aug-16 MRF LTD Annual General Meeting Management Fix remuneration to cost auditor, C. Govindan Kutty, at Rs.0.6 mn for FY17 For For Payment to cost auditors for FY17 aggregates Rs.0.6 mn (excluding service tax and reimbursement of out-of-pocket expenses)


11-Aug-16 CROMPTON GREAVES CONSUMER ELECTRICALS LTD Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For Abstain Board best suited

11-Aug-16 CROMPTON GREAVES CONSUMER ELECTRICALS LTD Annual General Meeting Management To appoint the statutory auditors and to fix their remuneration For For Appointment in line with the policy

11-Aug-16 CROMPTON GREAVES CONSUMER ELECTRICALS LTD Annual General Meeting Shareholder Appointment of Mr. Shantanu Khosla as the Director of the Company For For Prior to joining the Company, he served as the MD & CEO of Procter & Gamble India from July 2002 to June 2015. His

experience will help.

11-Aug-16 CROMPTON GREAVES CONSUMER ELECTRICALS LTD Annual General Meeting Management Appointment of Mr. Shantanu Khosla as the Managing Director of the Company and approval of his

remuneration

For For Prior to joining the Company, he served as the MD & CEO of Procter & Gamble India from July 2002 to June 2015. His

experience will help company.

11-Aug-16 CROMPTON GREAVES CONSUMER ELECTRICALS LTD Annual General Meeting Shareholder Appointment of Mr. H. M. Nerurkar as an Independent Director For For Mr. Nerurkar has vast experience of over 35 years in Tata Steel in various positions. He was the Managing Director in-charge of

Tata Steel Limited for India and South East Asia Operations. He is Chairman of Board of Directors in TRL Krosaki Refractories

Limited (formerly Tata Refractories Limited - a JV company of Tata Steel and Krosaki Harima Corporation, Japan) and NCC Ltd.

(formerly Nagarjuna Construction Company Limited) and Independent Director of several other listed entities. He feels all

requirement of independent director.

11-Aug-16 CROMPTON GREAVES CONSUMER ELECTRICALS LTD Annual General Meeting Shareholder Appointment of Ms. Sonia N. Das as a Director of the Company For For Ms. Sonia N. Das is qualified Company Secretary with over 15 years of experience in the profession in different industries,

including in listed companies, in Secretarial, Law and Compliance. She also holds a degree in law. At present she is working with

Avantha and leading Secretarial and Law function. He feels all requirement of independent director.

11-Aug-16 CROMPTON GREAVES CONSUMER ELECTRICALS LTD Annual General Meeting Management Ratification of the remuneration payable to M/s. Ashwin Solanki and Associates, appointed as Cost

Auditors of the Company for the period October 1, 2015 to March 31, 2016


11-Aug-16 CROMPTON GREAVES CONSUMER ELECTRICALS LTD Annual General Meeting Management Payment of Commission to Non - Executive Independent Directors of the Company For For The quantum of commission payable shall be in accordance with the Companies Act, 2013

11-Aug-16 ICRA LTD. Annual General Meeting Management a. Adoption of standalone financial statements for the year ended 31 March 2016 b. Adoption of



11-Aug-16 ICRA LTD. Annual General Meeting Management Declare dividend of Rs.25.0 per share (FV Rs.10) For For Routine Resolution

11-Aug-16 ICRA LTD. Annual General Meeting Management Reappoint Dr. Min Ye as Non-Independent, Non-Executive Director For For Re-appointment

11-Aug-16 ICRA LTD. Annual General Meeting Management Ratify BSR & Co LLP as statutory auditors for FY17 For For Routine Resolution

11-Aug-16 ICRA LTD. Annual General Meeting Management Approve change in effective date of annual increment of Mr. Naresh Takkar as MD & CEO and Group

CEO of ICRA Group from 1 April 2017


11-Aug-16 ICRA LTD. Annual General Meeting Management Approve commission of up to 1% of profits to Non-Executive Directors for a period of five years w.e.f 1

April 2016For For No concern has been identified

11-Aug-16 ICRA LTD. Annual General Meeting Management Appoint Ms. Farisa Zarin as Non-Independent, Non-Executive Director For For No concern has been identified

Page 26

11-Aug-16 PAGE INDUSTRIES LIMITED Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For For Routine and mandatory resolution.

11-Aug-16 PAGE INDUSTRIES LIMITED Annual General Meeting Management To confirm interim dividends aggregating Rs.61.0 per share and declare final dividend of Rs.24.0 per

equity share of face value Rs.10.0For For The dividend amount including the dividend tax is Rs.1.1 bn. The dividend payout ratio for FY16 is 49.4% (47.9% in FY15).

11-Aug-16 PAGE INDUSTRIES LIMITED Annual General Meeting Management Reappoint Pius Thomas as Director For For Pius Thomas is the CFO. He retires by rotation and his reappointment is in line with statutory requirements.

11-Aug-16 PAGE INDUSTRIES LIMITED Annual General Meeting Management Reappoint Shamir Genomal as Director For For Shamir Genomal is the promoter chief strategy officer. He retires by rotation and his reappointment is in line with statutory

requirements.

11-Aug-16 PAGE INDUSTRIES LIMITED Annual General Meeting Management Appoint SR Batliboi & Associates LLP as statutory auditors of the company for a period of five years and

fix their remuneration For For The appointment of SR Batliboi & Associates LLP follows the spirit of Section 139 of the Companies Act 2013.

11-Aug-16 PAGE INDUSTRIES LIMITED Annual General Meeting Management Reappoint Sunder Genomal as Managing Director from 1 August 2016 to 31 July 2021 and fix his

remuneration

For For The company proposes to reappoint Sunder Genomal as promoter MD at a proposed remuneration of ~Rs.19.5 mn, which is

comparable to peers and commensurate with the size of the business

11-Aug-16 PAGE INDUSTRIES LIMITED Annual General Meeting Management To pay remuneration up to Rs.6.0 mn as commission to the non-executive directors For For The proposed remuneration of Rs.6.0 mn is 0.3% of FY16 net profit. Considering, the size and the net profit of Page Industries,

the cap of Rs.6.0 mn is reasonable.

11-Aug-16 TATA CHEMICALS LTD Annual General Meeting Management Adoption of standalone financial statements for the year ended 31 March 2016 For For Routine Resolution

11-Aug-16 TATA CHEMICALS LTD Annual General Meeting Management Adoption of consolidated financial statements for the year ended 31 March 2016 For For Routine Resolution

11-Aug-16 TATA CHEMICALS LTD Annual General Meeting Management Declare dividend of Rs.10.0 per share For For Good for equity share holders

11-Aug-16 TATA CHEMICALS LTD Annual General Meeting Management Reappoint R. Mukundan as a Director For For R. Mukundan is the company’s Managing Director. His reappointment is in line with the statutory requirements.

11-Aug-16 TATA CHEMICALS LTD Annual General Meeting Management Ratify appointment of Deloitte Haskins & Sells LLP as auditors for FY17 For For Ensure continuity

11-Aug-16 TATA CHEMICALS LTD Annual General Meeting Shareholder Appoint Bhaskar Bhatt as Non-Executive Non-Independent Director For For Bhaskar Bhatt is the MD of Titan Company Limited. His appointment is in line with the statutory requirements.

11-Aug-16 TATA CHEMICALS LTD Annual General Meeting Shareholder Appoint Dr. Nirmalya Kumar as Non-Executive Non-Independent Director For For Dr. Nirmalya Kumar is a member of the Group Executive Council of Tata Sons. His appointment is in line with the statutory

requirements.

11-Aug-16 TATA CHEMICALS LTD Annual General Meeting Management Approve remuneration of Rs.0.9 mn to be paid to N. I. Mehta & Co and Rs.0.1 mn to be paid to

Ramanath Iyer & Co as Cost Auditors for FY17

For For The total remuneration of Rs.1 mn to be paid to the cost auditors in 2017 is reasonable compared to the size and scale of

operations.

11-Aug-16 DHANUKA AGRITECH LTD Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year ended 31 March 2016 For For Routine Resolution

11-Aug-16 DHANUKA AGRITECH LTD Annual General Meeting Management To confirm two interim dividends aggregating Rs.6.5 per equity share (face value Rs.2.0) For For Good for equity holders

11-Aug-16 DHANUKA AGRITECH LTD Annual General Meeting Management Reappoint M. K. Dhanuka as Whole-time Director For For M. K. Dhanuka is the Managing Director. He retires by rotation, and his reappointment is in line with the statutory

requirements.

11-Aug-16 DHANUKA AGRITECH LTD Annual General Meeting Management Reappoint Arun Kumar Dhanuka as Whole-time Director For For Arun Kumar Dhanuka is Director (Works). He retires by rotation, and his reappointment is in line with the statutory

requirements.

11-Aug-16 DHANUKA AGRITECH LTD Annual General Meeting Management Ratify Dinesh Mehta & Co’s reappointment as statutory auditors for FY17 For For Ensure continuity

11-Aug-16 DHANUKA AGRITECH LTD Annual General Meeting Management Approve remuneration of Rs.0.2 mn for S. Chander and Associates as cost auditors for FY17 For For The total remuneration proposed to be paid to the cost auditors in FY17 is reasonable compared to the size and scale of the


11-Aug-16 DHANUKA AGRITECH LTD Annual General Meeting Shareholder Appoint Sachin Kumar Bhartiya as an Independent Director for five years from 9 February 2016 For For His appointment as an Independent Director is in line with the statutory requirements.

11-Aug-16 DHANUKA AGRITECH LTD Annual General Meeting Shareholder Reappoint Mridul Dhanuka as Whole-time Director for five years from 24 May 2016 and fix his

remunerationFor For He has attended 67% of the board meetings held in FY16 and 80% of the board meetings held over a three-year period. We

expect directors to take their responsibilities seriously and attend all meetings.

11-Aug-16 DHANUKA AGRITECH LTD Annual General Meeting Shareholder Reappoint Rahul Dhanuka as Whole-time Director for five years from 1 May 2017 and fix his

remunerationFor For He has attended 67% of the board meetings held in FY16 and 73% of the board meetings held over a three-year period. We

expect directors to take their responsibilities seriously and attend all meetings.

11-Aug-16 FEDERAL BANK LTD Annual General Meeting Management To receive, consider and adopt: (a) Standalone financial statements; and (b) Consolidated Financial

Statements of the Bank


11-Aug-16 FEDERAL BANK LTD Annual General Meeting Management Declaration of dividend For For Routine Resolution

11-Aug-16 FEDERAL BANK LTD Annual General Meeting Management Re-appointment of Retiring Director, Mr. Shyam Srinivasan For For Re-appointment

11-Aug-16 FEDERAL BANK LTD Annual General Meeting Management Appointment of Joint Central Statutory Auditors For For Routine Resolution

11-Aug-16 FEDERAL BANK LTD Annual General Meeting Management Appoint and to fix the remuneration of Branch Auditors For For No concern has been identified

11-Aug-16 FEDERAL BANK LTD Annual General Meeting Shareholder Appointment of Mr. C Balagopal as an Independent Director of the Bank For For No concern has been identified

11-Aug-16 FEDERAL BANK LTD Annual General Meeting Management Approval for payment of honorarium to Mr. Nilesh S. Vikamsey, Chairman of the Bank For For No concern has been identified

11-Aug-16 FEDERAL BANK LTD Annual General Meeting Management Approval for payment of remuneration and variable pay to Mr. Shyam Srinivasan, MD &CEO of the Bank For For No concern has been identified

11-Aug-16 FEDERAL BANK LTD Annual General Meeting Management Appointment of Mr. Ashutosh Khajuria as Executive Director on the Board For For No concern has been identified

11-Aug-16 FEDERAL BANK LTD Annual General Meeting Shareholder Appointment of Mr. Ganesh Sankaran as Executive Director on the Board of the Bank For For No concern has been identified

11-Aug-16 FEDERAL BANK LTD Annual General Meeting Management Approval for payment of variable pay to Mr. Abraham Chacko, erstwhile Executive Director of the Bank For For No concern has been identified

11-Aug-16 FEDERAL BANK LTD Annual General Meeting Management Approval for amendment of the Memorandum of Association of the Bank For For No concern has been identified

11-Aug-16 FEDERAL BANK LTD Annual General Meeting Management Approval for amendment of the Articles of Association of the Bank For For No concern has been identified

11-Aug-16 FEDERAL BANK LTD Annual General Meeting Management Approval of Long Term Bond issuance programme For For Business purpose

12-Aug-16 SHREE CEMENT LIMITED Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For Abstain Routine proposal

12-Aug-16 SHREE CEMENT LIMITED Annual General Meeting Management Confirm the payment of interim dividend For For Dividend for shareholders.

12-Aug-16 SHREE CEMENT LIMITED Annual General Meeting Management Re-appoint Prashant Bangur as Director For For In line with all the statutory requirements.

12-Aug-16 SHREE CEMENT LIMITED Annual General Meeting Management Reappoint BR Maheswari& Co as statutory auditors for one year For Abstain BR Maheswari& Co. have been statutory auditors for past 17 years, their reappointment is not in line spirit of Companies Act

2013

12-Aug-16 SHREE CEMENT LIMITED Annual General Meeting Management Approve remuneration of Rs. 300,000 payable to KG Goyal& Associates as cost auditors for FY17 For For In line with all the statutory requirements

12-Aug-16 SHREE CEMENT LIMITED Annual General Meeting Management Re-designate Prashant Bangur as Joint Managing Director For For In line with all the statutory requirements

12-Aug-16 SHREE CEMENT LIMITED Annual General Meeting Management Re-appoint HM Bangur as Managing Director for five years and fix his remuneration For Abstain Inadequate information to justify high remuneration

12-Aug-16 SHREE CEMENT LIMITED Annual General Meeting Management Approve private placement of non-convertible debentures For For Required for business purposes

12-Aug-16 TATA STEEL LTD Annual General Meeting Management Adoption of standalone financial statements for the year For Abstain Routine proposal

12-Aug-16 TATA STEEL LTD Annual General Meeting Management Adoption of consolidated financial statements for the year For Abstain Routine proposal

12-Aug-16 TATA STEEL LTD Annual General Meeting Management To declare dividend For Abstain In light of high leverage it is not advisable to pay out dividend.

12-Aug-16 TATA STEEL LTD Annual General Meeting Management Reappoint Cyrus P Mistry as Non-Executive Non-Independent Director For For In line with statutory requirements

12-Aug-16 TATA STEEL LTD Annual General Meeting Management Ratify the reappointment of Deloitte Haskins & Sells LLP as statutory auditors for FY17 For Abstain Auditors part of same network which has been statutory auditors for 17years, which is not in spirit of the Companies Act 2013

12-Aug-16 TATA STEEL LTD Annual General Meeting Management Ratify the remuneration payable to Shome& Banerjee, Cost Auditors for the financial year ending 31

March 2017For For In line with statutory requirements

12-Aug-16 TATA STEEL LTD Annual General Meeting Management Issue Non-Convertible Debentures on private placement basis, up to Rs.100.0 bn For For In line with statutory requirements

12-Aug-16 DISA INDIA LTD. Annual General Meeting Management Adoption of accounts For Abstain Routine proposal

12-Aug-16 DISA INDIA LTD. Annual General Meeting Management Reappoint Andrew Carmichael as Non-Executive Non-Independent Director For For In line with statutory requirements

12-Aug-16 DISA INDIA LTD. Annual General Meeting Management Declaration of dividend For For Dividend for shareholders

12-Aug-16 DISA INDIA LTD. Annual General Meeting Management Reappointment of Deloitte Haskins & Sells as statutory auditors for a period of three Years For For In line with statutory requirements

12-Aug-16 DISA INDIA LTD. Annual General Meeting Management Ratify remuneration of cost auditor For For In line with statutory requirements

12-Aug-16 DISA INDIA LTD. Annual General Meeting Management Reappoint Viraj Naidu as Managing Director for three years from 1 April 2016 and fix his remuneration For For In line with statutory requirements

12-Aug-16 CLARIANT CHEMICALS (INDIA) LTD Annual General Meeting Management Adopt the financial statements for the 15 months ended 31 March 2016 For For Routine Resolution

12-Aug-16 CLARIANT CHEMICALS (INDIA) LTD Annual General Meeting Management Confirm interim dividend of Rs.140.0 and declare final dividend of Rs.10.0 per equity share (face value of

Rs.10.0 each)

For For Good for equity holders

Page 27

12-Aug-16 CLARIANT CHEMICALS (INDIA) LTD Annual General Meeting Management Reappoint Karl Holger Dierssen as a Director For For Karl Holger Dierssen, 60, is a Business Director of Clariant International. His reappointment is in line with all statutory

requirements.

12-Aug-16 CLARIANT CHEMICALS (INDIA) LTD Annual General Meeting Management Ratify Price Waterhouse Chartered Accountants LLP’s appointment as statutory auditors for FY17 For For Price Waterhouse Chartered Accountants LLP have been the company’s statutory auditors since 2014. The ratification is line

with our voting policy on auditor rotation and with the provisions of Section 139 of the Companies Act 2013.

12-Aug-16 CLARIANT CHEMICALS (INDIA) LTD Annual General Meeting Shareholder Appoint Kewal Handa as an Independent Director for five years effective 1April 2016 For For Kewal Handa, 64, is the Former Managing Director of Pfizer Limited and Wyeth Limited. He has been appointed as the

Chairperson of the board of Clariant Chemicals (India) Limited (CCIL). His appointment is in line with all the statutory

requirements.

12-Aug-16 CLARIANT CHEMICALS (INDIA) LTD Annual General Meeting Shareholder Appoint Sunirmal Talukdar as an Independent Director for five years effective 1 April 2016 For For Sunirmal Talukdar, 65, is a Chartered Accountant with 36 years of expertise in the finance field. His appointment is in line with

all the statutory requirements.

12-Aug-16 CLARIANT CHEMICALS (INDIA) LTD Annual General Meeting Management Approve related party transactions aggregating up to Rs.5.0 bn annually with Clariant (Singapore) Pte Ltd

for FY17 and subsequent financial yearsFor For The transactions are in the ordinary course of business and at arm’s length pricing.

12-Aug-16 CLARIANT CHEMICALS (INDIA) LTD Annual General Meeting Management Fix remuneration to cost auditors, RA & Co., at Rs.0.2 mn for FY17 For For Payment to cost auditors for FY17 aggregates Rs.0.2 mn (excluding service tax and reimbursement of out-of-pocket expenses)


12-Aug-16 CLARIANT CHEMICALS (INDIA) LTD Annual General Meeting Management Keep the register of members and other documents at the office of the registrar and transfer agent For For CCIL proposes to keep the register of members and other documents at the office of the company’s register and transfer agent,

Link Intime India Private Limited, in Mumbai, India. We believe that this will not inconvenience shareholders.

12-Aug-16 TRENT LTD Annual General Meeting Management Adoption of financial statement for the year ended 31 March 2016 Adoption of consolidated financial

statements for the year ended 31 March 2016 For Abstain Board Best Suited

12-Aug-16 TRENT LTD Annual General Meeting Management Confirm the payment of Interim Dividend For For Good policy to share profit with shareholders

12-Aug-16 TRENT LTD Annual General Meeting Management To appoint a Director in place of Mr. B. Bhat, who retires by rotation For For Rich experience in Retail, Sales, Marketing, HR, International Business etc. & Associated with Tata group since 2003.

12-Aug-16 TRENT LTD Annual General Meeting Management Ratification of appointment of Auditors For For In line with all requirements. Companies act gives three years to change auditors.

12-Aug-16 TRENT LTD Annual General Meeting Management Commission to Non- Whole-time Directors of the Company For For Company has been fair in payment of commission to Non-Executive directors in the last 5 years.

12-Aug-16 TRENT LTD Annual General Meeting Management invitation to subscribe to Non-Convertible Debentures For For As the debentures proposed to be issued are not convertible into equity shares (and thus the issue will not dilute the

shareholding of existing shareholders) no concern has been identified.

12-Aug-16 TRENT LTD Annual General Meeting Management Sub- division of Equity shares For For Help improve liquidity

12-Aug-16 TRENT LTD Annual General Meeting Management Alteration of Memorandum of Association of the Company For For Enabling resolution. No governance issue observed.

12-Aug-16 AIA ENGINEERING LTD. Annual General Meeting Management Adoption of financial statements For Abstain Routine proposal

12-Aug-16 AIA ENGINEERING LTD. Annual General Meeting Management Confirm interim dividend For For Dividend for shareholders

12-Aug-16 AIA ENGINEERING LTD. Annual General Meeting Management Reappoint Dr. S. Srikumar as Non-Executive Non-Independent Director For For In line with statutory requirements

12-Aug-16 AIA ENGINEERING LTD. Annual General Meeting Management Reappoint Yashwant M. Patel as Whole-time Director For For In line with statutory requirements

12-Aug-16 AIA ENGINEERING LTD. Annual General Meeting Management Reappoint Talati&Talati as statutory auditors for FY17 For For In line with statutory requirements

12-Aug-16 AIA ENGINEERING LTD. Annual General Meeting Management Reappoint Bhadresh K. Shah as Managing Director for five years from 1 October 2016 and fix his

remunerationFor For In line with all the statutory requirements

12-Aug-16 AIA ENGINEERING LTD. Annual General Meeting Management To hold place of profit by Powertec Infrastructure Holdings Pvt. Ltd for three years from 1 October 2016 For For In line with all the statutory requirements

12-Aug-16 AIA ENGINEERING LTD. Annual General Meeting Management Approve related party transactions with Welcast Steels Limited for FY17 For For Required for business purposes

12-Aug-16 AIA ENGINEERING LTD. Annual General Meeting Management Ratify remuneration for Kiran J. Mehta & Co., as Cost Auditors For For In line with all the statutory requirements

12-Aug-16 GLENMARK PHARMACEUTICALS Annual General Meeting Management Adopt the standalone financial statements for the year ended 31 March 2016 For For Routine Resolution

12-Aug-16 GLENMARK PHARMACEUTICALS Annual General Meeting Management Adopt the consolidated financial statements for the year ended 31 March 2016 For For Routine Resolution

12-Aug-16 GLENMARK PHARMACEUTICALS Annual General Meeting Management Declare dividend For For Routine Resolution

12-Aug-16 GLENMARK PHARMACEUTICALS Annual General Meeting Management Reappoint Rajesh Desai as a Director For For Reappointment is in-line with Companies Act, 2013

12-Aug-16 GLENMARK PHARMACEUTICALS Annual General Meeting Management Ratify Walker, Chandiok & Co. LLP as statutory auditors for FY17 For For Appointment is in line with Companies Act

12-Aug-16 GLENMARK PHARMACEUTICALS Annual General Meeting Management Fix remuneration to Sevekari, Khare & Associates, Cost Accountants, at Rs.1.3 mn for FY17 For For Renumeration is in line with scope of work for the size of the company

12-Aug-16 GLENMARK PHARMACEUTICALS Annual General Meeting Shareholder Appoint Milind Sarwate as an Independent Director for five years with effect from 29 October 2015 For For Appointment is in line with Companies Act 2013

12-Aug-16 GLENMARK PHARMACEUTICALS Annual General Meeting Management Reappoint Rajesh Desai as an Executive Director for one year with effect from 9 November 2016 and fix

his remunerationFor For Reappointment is in line with statutory requirements and remuneration is in line with the other peers in the industry

12-Aug-16 GLENMARK PHARMACEUTICALS Annual General Meeting Management Approve Glenmark Pharmaceuticals Limited – Employee Stock Option Scheme 2016 (GPL ESOS 2016) For Abstain Exercise price of the options is not explicitly mentioned and is to be fixed by board or nomination and remuneration commitee.

Any price at a discount of more than 20% to CMP is detrimental to existing shareholders.

12-Aug-16 GLENMARK PHARMACEUTICALS Annual General Meeting Management Extend GPL ESOS 2016 to the employees of subsidiaries/associates For Abstain Exercise price of the options is not explicitly mentioned and is to be fixed by board or nomination and remuneration commitee.

Any price at a discount of more than 20% to CMP is detrimental to existing shareholders.

12-Aug-16 KALPATARU POWER TRANSMISSION LTD Annual General Meeting Management Receive, consider and adopt: a) the Audited Financial Statements for the financial year ended March 31,

2016, the Reports of the Board of Directors and Auditors thereon b) the Audited Consolidated Financial

Statements for the financial year ended March 31, 2016


12-Aug-16 KALPATARU POWER TRANSMISSION LTD Annual General Meeting Management To approve the interim dividend of Rs. 1.50 per equity share already paid during the year, for the year

ended March 31, 2016For For Routine Resolution

12-Aug-16 KALPATARU POWER TRANSMISSION LTD Annual General Meeting Management Re-appointment of Ms. Anjali Seth as Director, who retires by rotation and being eligible offers herself

for reappointment


12-Aug-16 KALPATARU POWER TRANSMISSION LTD Annual General Meeting Management Ratification of appointment of Statutory Auditors For For Good Candidature

12-Aug-16 KALPATARU POWER TRANSMISSION LTD Annual General Meeting Shareholder Appointment of Mr. Imtiaz Kanga as a Director of the Company For For Good Candidature

12-Aug-16 KALPATARU POWER TRANSMISSION LTD Annual General Meeting Management Issue and allot Secured / Unsecured redeemable Non-Convertible Debentures upto Rs. 300 Crores For For Routine Resolution.

12-Aug-16 KALPATARU POWER TRANSMISSION LTD Annual General Meeting Management Ratifying remuneration of Cost Auditor for the FY 2016-17 For For Good Candidature

12-Aug-16 AUTOMOTIVE AXLES LTD Annual General Meeting Management Adoption of financial statements for period ended 31 March 2016 For For Routine purpose

12-Aug-16 AUTOMOTIVE AXLES LTD Annual General Meeting Management Declare dividend of Re.5.5 per share (FV Rs.10) For For Good practice to distribute part of profits to shareholders; income for the fund.

12-Aug-16 AUTOMOTIVE AXLES LTD Annual General Meeting Management To reappoint Joseph A Plomin as Non-Executive Non-Independent Director For For His reappointment is in line with all the statutory requirements.

12-Aug-16 AUTOMOTIVE AXLES LTD Annual General Meeting Management Ratify Deloitte Haskins & Sells as statutory auditors for FY16 For Abstain Deloitte Haskins & Sells have been auditing the company’s accounts for 22 years

12-Aug-16 AUTOMOTIVE AXLES LTD Annual General Meeting Shareholder Appoint Ms. Supriti Bhandary as Independent Director for five years For For Her reappointment is in line with all the statutory requirements.

13-Aug-16 WOCKHARDT Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year ended 31 March 2016 For For Routine Resolution

13-Aug-16 WOCKHARDT Annual General Meeting Management To declare dividend on preference shares at the rate of 0.01%, aggregating to Rs.0.4 mn For For Routine Resolution

13-Aug-16 WOCKHARDT Annual General Meeting Management To reappoint Huzaifa Khorakiwala as Executive Director For For Reappointment is in line with statutory requirements

13-Aug-16 WOCKHARDT Annual General Meeting Management To ratify the reappointment of Haribhakti & Co LLP as statutory auditors for FY17 For For Reappointment is in line with statutory requirements

13-Aug-16 WOCKHARDT Annual General Meeting Management To ratify the payment of remuneration of Rs. 0.335 mn to Kirit Mehta & Co., Cost Auditors, for FY17 For For Payment is in line with scope of work and size of the company

13-Aug-16 WOCKHARDT Annual General Meeting Management To issue non-convertible debentures up to Rs. 12 bn on a private placement basis For For Proposed issuance and existing borrowings will not exceed the borrowing limits of the company

13-Aug-16 WOCKHARDT Annual General Meeting Management Charge actual expenses to shareholders for the dispatch of documents in the mode requested by them For For Charge is in line with Companies Act 2013

17-Aug-16 D B CORP LTD Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For Abstain Routine proposal

17-Aug-16 D B CORP LTD Annual General Meeting Management To confirm interim dividend of Rs.3.50 per share, one-time special dividend of Rs. 3.25 per share and

declare final dividend of Rs.4.25 per share (face value Rs.10)

For For Dividend payout is encouraged

Page 28

17-Aug-16 D B CORP LTD Annual General Meeting Management Reappoint Pawan Agarwal as Director For For Pawan Agarwal is the promoter Managing Director. He retires by rotation and his reappointment is in line with all statutory

requirements.

17-Aug-16 D B CORP LTD Annual General Meeting Management Reappoint S.R. Batliboi & Associates LLP and Gupta Navin K. & Co as joint statutory auditors for FY17 and

fix their remunerationFor Abstain SR Batliboi & Associates LLP and Gupta Navin K. & Co have been the joint statutory auditors of the company for the past 10

years since FY07. We believe auditors must be rotated at least once every 10 years. The reappointment is not in line with our

Voting Policy on Auditor Reappointment nor follows the spirit of Section 139 of the Companies Act 2013

17-Aug-16 D B CORP LTD Annual General Meeting Management Reappoint Sudhir Agarwal as MD for a period of five years from 1 January 2017 and fix his remuneration For For Sudhir Agarwal is the promoter MD of the company. His proposed remuneration of Rs. 9.0 mn is lower than peers and

commensurate with the size and complexities of his individual responsibilities. However, his remuneration lacks a variable

component to align pay with performance

17-Aug-16 D B CORP LTD Annual General Meeting Management Revise remuneration of Pawan Agarwal as Deputy Managing Director from 1 April 2016 For For His proposed remuneration of Rs. 6.0 mn is lower than peers and commensurate with the size and complexities of his individual

responsibilities. His FY16 remuneration was 24x the median employee remuneration

17-Aug-16 D B CORP LTD Annual General Meeting Shareholder Appoint Naveen Kumar Kshatriya as an Independent Director for a period of five years from 22 June

2016For For Naveen Kumar Kshatriya is the former MD & CEO of Castrol India Limited. His appointment is in line with all statutory

requirements

17-Aug-16 D B CORP LTD Annual General Meeting Shareholder Appoint Ms. Anupriya Acharya as an Independent Director for a period of five years from 22 June 2016 For For Ms. Anupriya Acharya is the CEO of Publicis Media. Her appointment is in line with all statutory requirements

19-Aug-16 LIC HOUSING FINANCE LTD Annual General Meeting Management Adoption of Accounts For For Routine Resolution

19-Aug-16 LIC HOUSING FINANCE LTD Annual General Meeting Management Declaration of dividend For For Routine Resolution

19-Aug-16 LIC HOUSING FINANCE LTD Annual General Meeting Management Re-appointment of Ms. Savita Singh as a Director, who is liable to retire by rotation For For Re-appointment

19-Aug-16 LIC HOUSING FINANCE LTD Annual General Meeting Management Appointment of Joint Statutory Auditors For For Routine Resolution

19-Aug-16 LIC HOUSING FINANCE LTD Annual General Meeting Management Issue Redeemable Non-Convertible Debentures on a private placement basis For For Business Purpose

19-Aug-16 LIC HOUSING FINANCE LTD Annual General Meeting Shareholder Appointment of Shri Ameet N. Patel as an Independent Director For For No concerns identified

19-Aug-16 LIC HOUSING FINANCE LTD Annual General Meeting Shareholder Appointment of Ms. Usha Sangwan as Director liable to retire by rotation For For No concerns identified

19-Aug-16 IFGL REFRACTORIES LTD Annual General Meeting Management Adoption of standalone and consolidated financial statements For Abstain Routine proposal

19-Aug-16 IFGL REFRACTORIES LTD Annual General Meeting Management Confirm interim dividend For FOR Dividend for shareholders

19-Aug-16 IFGL REFRACTORIES LTD Annual General Meeting Management Reappoint Shishir Bajoria as a Director For For In line with all the statutory requirements

19-Aug-16 IFGL REFRACTORIES LTD Annual General Meeting Management Ratify Deloitte Haskins & Sells as statutory auditors for FY17 For For In line with all the statutory requirements

19-Aug-16 IFGL REFRACTORIES LTD Annual General Meeting Management Approve minimum remuneration to Shishir Bajoria, Executive Chairperson, for FY17 For For In line with all the statutory requirements

19-Aug-16 IFGL REFRACTORIES LTD Annual General Meeting Management Approve minimum remuneration to Pradeep Bajoria, Managing Director, for FY17 For For In line with all the statutory requirements

19-Aug-16 IFGL REFRACTORIES LTD Annual General Meeting Management Approval for related party transactions For ABSTAIN Inadequate information available

19-Aug-16 IFGL REFRACTORIES LTD Annual General Meeting Management Fix remuneration to Mani & Co., Cost Accountants, at up to Rs.0.3 mn for FY17 For For In line with all the statutory requirements

19-Aug-16 BHARTI AIRTEL LTD Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For Abstain Routine proposal.

19-Aug-16 BHARTI AIRTEL LTD Annual General Meeting Management Declare final dividend of Rs.1.36 per share (Face Value: Rs.5) For For The total dividend outflow including dividend tax for the year is Rs.6.5 bn. The dividend payout ratio for the year is ~9%.

19-Aug-16 BHARTI AIRTEL LTD Annual General Meeting Management Re-appoint Ms. Chua Sock Koong as Non-Executive Non-Independent Director For Abstain Ms. Chua Sock Koong, 59, is the Group CEO of Singtel. She has attended only 50% of the board meetings held in FY16, and 73%

of the board meetings held over the past three years. We expect directors to take their responsibilities seriously and attend all

board meetings.We have a 75% threshold over a three-year period, while approving a director’s re-appointment.

19-Aug-16 BHARTI AIRTEL LTD Annual General Meeting Management Ratify SR Batliboi & Associates LLP’s reappointment as statutory auditors for one year For For They have been the company’s auditors for the past nine years. The ratification of SR Batliboi & Associates LLP’s reappointment

is in line with our Voting Policy on Auditor Reappointment and complies with the requirements of section 139 of the Companies

Act 2013.

19-Aug-16 BHARTI AIRTEL LTD Annual General Meeting Shareholder Appoint Rakesh Mittal as Non-Executive Non-Independent Director For For Rakesh Mittal, 61, is part of the promoter family and Director, Bharti AXA Life Insurance Company Limited. His appointment is in

line with statutory requirements

19-Aug-16 BHARTI AIRTEL LTD Annual General Meeting Management Adopt a new set of Articles of Association to comply with provisions of Companies Act, 2013 and

conform with RBI regulations

For For Required for business purpose

19-Aug-16 BHARTI AIRTEL LTD Annual General Meeting Management Approve amendments to the Main Objects and other Clauses of the Memorandum of Association For For The proposed modifications are essential to comply with the requirements of the new Act

19-Aug-16 BHARTI AIRTEL LTD Annual General Meeting Management Re-appoint Sunil Mittal as Chairperson for five years and fix his remuneration For For Sunil Mittal, 59, is the Promoter and Executive Chairperson of Bharti Airtel Limited. His estimated FY17 remuneration of ~Rs.

312.6 mn is not significantly higher than his FY16 remuneration. Further, his remuneration is in line with peers and

commensurate with the size and complexity of the business

19-Aug-16 BHARTI AIRTEL LTD Annual General Meeting Management Revise remuneration payable to Gopal Vittal as Managing Director and CEO with effect from 1 June 2016

to 31 January 2018

For For Gopal Vittal, 50, is the Managing Director and CEO of Bharti Airtel Limited. The company proposes to revise his remuneration

with effect from 1 June 2016 for the remaining period of his tenure upto 31 January 2018. While we do not favour mid-term

revisions in remuneration, he is a professional director and his skills carry a market price. His estimated FY17 remuneration of

~Rs. 161.8 mn, including stock options, is in line with peers and commensurate with the size and complexity of the business.

19-Aug-16 BHARTI AIRTEL LTD Annual General Meeting Management Approve remuneration of Rs. 0.8 mn payable to RJ Goel & Co as cost auditors for FY17 For For The total remuneration proposed to be paid to the cost auditors in FY17 is reasonable compared to the size and scale of

operations

19-Aug-16 Oberoi Realty Limited Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For Abstain Board Best Suited

19-Aug-16 Oberoi Realty Limited Annual General Meeting Management Declaration of final dividend of Rs 2 per share (FV Rs 10) for FY16 For For Good policy to declare dividend

19-Aug-16 Oberoi Realty Limited Annual General Meeting Management Reappoint Saumil Daru as a Director For For Saumil Daru is the company CFO. His reappointment is in line with the statutory requirements

19-Aug-16 Oberoi Realty Limited Annual General Meeting Management Ratification of P Raj & Co as statutory auditors For For Ratification is in line with statutory requirement.

19-Aug-16 Oberoi Realty Limited Annual General Meeting Management Ratification of remuneration aggregating Rs.250,000 payable to Kishore Bhatia & Associates as cost

auditor of the company for FY17

For For In line with industry practise

19-Aug-16 Oberoi Realty Limited Annual General Meeting Management Approval of borrowings upto Rs 2.5 bn from Vikas Oberoi, a related party and ratification of borrowing

of Rs 1.1 bn already made within the said limitFor For This is in line with companies act and this amount is interest free which is good for company

19-Aug-16 Oberoi Realty Limited Annual General Meeting Management To issue non-convertible debentures upto Rs 15 bn on a private placement basis For For The issuance of these Rs.15bn debentures will be carved out of the borrowing limits of the company and only when needed.

Real estate business requires capital upfront to scale up.

19-Aug-16 Oberoi Realty Limited Annual General Meeting Management Approve issuance of equity linked securities upto Rs.7.5 bn For For Real estate being capital intensive business may require fund so this is enabling resolution

19-Aug-16 POWER FINANCE CORPORATION LTD Annual General Meeting Management Adopt standalone and consolidated financial statements for the year ended 31 March 2016 For For Routine Resolution

19-Aug-16 POWER FINANCE CORPORATION LTD Annual General Meeting Management Confirm interim dividend of Rs.13.3 per equity share and declare final dividend of Rs.0.6 per equity

share (face value of Rs.10.0 each)


19-Aug-16 POWER FINANCE CORPORATION LTD Annual General Meeting Management Reappoint Radhakrishnan Nagarajan as a Director For For Reappointment

19-Aug-16 POWER FINANCE CORPORATION LTD Annual General Meeting Management Fix remuneration of joint statutory auditors, M. K. Aggarwal & Co. and K. B. Chandna and Co., for FY17 For For No concern has been identified

19-Aug-16 POWER FINANCE CORPORATION LTD Annual General Meeting Management Appoint Dhanabalan Ravi as Director (Commercial), liable to retire by rotation, for a term of five years

with effect from 16 November 2015 and fix his remuneration


19-Aug-16 POWER FINANCE CORPORATION LTD Annual General Meeting Management Modify the terms of the borrowing limit to include the amount to be raised on behalf of Ministry of

Power


19-Aug-16 POWER FINANCE CORPORATION LTD Annual General Meeting Management Issue non-convertible debentures up to Rs.550.0 bn via private placement For For Business purpose

19-Aug-16 POWER FINANCE CORPORATION LTD Annual General Meeting Management Increase the authorised share capital and consequently alter the

Memorandum of Association to accommodate the proposed bonus issue


Page 29

19-Aug-16 POWER FINANCE CORPORATION LTD Annual General Meeting Management Issue bonus shares in a 1:1 ratio For For No concern has been identified

22-Aug-16 CITY UNION BANK LTD. Annual General Meeting Management Adoption of accounts For For Routine Resolution

22-Aug-16 CITY UNION BANK LTD. Annual General Meeting Management Declaration of dividend For For Routine Resolution

22-Aug-16 CITY UNION BANK LTD. Annual General Meeting Management Reappointment of R. Mohan who retires by rotation For For Reappointment

22-Aug-16 CITY UNION BANK LTD. Annual General Meeting Management Appointment of Auditor For For Routine Resolution

22-Aug-16 CITY UNION BANK LTD. Annual General Meeting Management Appointment of Shri. S. Mahalingam (DIN 00121727) as Non-Executive Part-Time Independent Chairman

of the Bank for a period of three years


22-Aug-16 CITY UNION BANK LTD. Annual General Meeting Shareholder Appointment of M. Narayanan as an Independent Director of the Bank For For No concern has been identified

22-Aug-16 CITY UNION BANK LTD. Annual General Meeting Shareholder Appointment of S. Bernard as an Independent Director of the Bank For For No concern has been identified

22-Aug-16 CITY UNION BANK LTD. Annual General Meeting Management Appointment of Branch Auditor For For Routine Resolution

22-Aug-16 CITY UNION BANK LTD. Annual General Meeting Management Approval for raising capital through QIP issue For For No concern has been identified

22-Aug-16 CITY UNION BANK LTD. Annual General Meeting Management Approval for Employee Reservation along with Rights Issue, if any, in future. For For No concern has been identified

23-Aug-16 BOSCH LTD. Postal Ballot Management Buyback of upto 0.9 mn equity shares at Rs. 23,000 per share (face value Rs.10) through a tender offer For For The buyback will be open to all equity shareholders, including promoters. Promoter participation will be to the extent of their

shareholding: Bosch’s promoters currently hold 22.4 mn equity shares (71.2% of total equity). The proposed buyback

aggregates ~2.8% of equity capital and will result in funds usage of an estimated Rs.20.8bn. The company has clarified that the

buyback will be funded via a combination of cash balances, liquidation of mutual funds and incremental cash generated by the

business. The buyback will return surplus funds to its shareholders. It will increase the earnings per share and improve the

return on capital employed and return on networth.

24-Aug-16 NAGARJUNA CONSTRUCTION COMPANY LTD Annual General Meeting Management Adoption of Financial Statements FOR FOR Routine Resolution

24-Aug-16 NAGARJUNA CONSTRUCTION COMPANY LTD Annual General Meeting Management Declaration of Dividend FOR FOR Routine Resolution

24-Aug-16 NAGARJUNA CONSTRUCTION COMPANY LTD Annual General Meeting Management Re-appointment of Sri Utpal Sheth as a Director liable to retire by rotation: FOR FOR Good Candidature

24-Aug-16 NAGARJUNA CONSTRUCTION COMPANY LTD Annual General Meeting Management Re-appointment of Sri A V N Raju as a Director liable to retire by rotation FOR FOR Good Candidature

24-Aug-16 NAGARJUNA CONSTRUCTION COMPANY LTD Annual General Meeting Management Ratification of the appointment of the Joint Statutory Auditors FOR FOR In accordance with law

24-Aug-16 NAGARJUNA CONSTRUCTION COMPANY LTD Annual General Meeting Shareholder Appointment of Sri S Ravi, as an Independent Director FOR FOR Good Candidature

24-Aug-16 NAGARJUNA CONSTRUCTION COMPANY LTD Annual General Meeting Shareholder Appointment of Dr A S Durga Prasad as an Independent Director FOR FOR Good Candidature

24-Aug-16 NAGARJUNA CONSTRUCTION COMPANY LTD Annual General Meeting Management Reappointment of Sri A V N Raju as a Wholetime Director FOR FOR Good Candidature

24-Aug-16 NAGARJUNA CONSTRUCTION COMPANY LTD Annual General Meeting Management Approval of the remuneration payable to the Cost Auditors FOR FOR Good Candidature

24-Aug-16 COAL INDIA LIMITED Postal Ballot Management Buyback upto 108.9 mn equity shares at Rs.335 per share via tender offer FOR FOR Distribution of cash to shareholders

24-Aug-16 KPIT TECHNOLOGIES LIMITED Annual General Meeting Management Adoption of standalone financial statements for the year ended 31 March 2016 FOR ABSTAIN Routine proposal.

24-Aug-16 KPIT TECHNOLOGIES LIMITED Annual General Meeting Management Adoption of consolidated financial statements for the year ended 31 March 2016 FOR ABSTAIN Routine proposal.

24-Aug-16 KPIT TECHNOLOGIES LIMITED Annual General Meeting Management To confirm interim dividend of Rs.1.1 per equity share and to declare final dividend of Rs.1.1 per equity

share (face value Rs.2.0)

FOR FOR KPIT Technologies Limited (KPIT) has proposed a final dividend of Rs.1.1 per equity share. It has already paid an interim dividend

of Rs.1.1 per equity share. The aggregate dividend is Rs.2.2 per share. The total dividend outflow including dividend tax for FY16

is Rs.514.7 mn. The dividend payout ratio for FY16 is 25.5%.

24-Aug-16 KPIT TECHNOLOGIES LIMITED Annual General Meeting Management Reappoint B V R Subbu as Non-Executive Non-Independent Director FOR FOR B V R Subbu has attended 67% of the board meetings held in FY16 and only 70% of the board meetings held over a three-year

period. We expect directors to take their responsibilities seriously and attend all meetings

24-Aug-16 KPIT TECHNOLOGIES LIMITED Annual General Meeting Management To ratify BSR & Co as statutory auditors 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 of B S R & Co LLP is in line with our voting policy and follows the spirit of

Section 139 of the Companies Act, 2013.

24-Aug-16 KPIT TECHNOLOGIES LIMITED Annual General Meeting Management Reappoint Sachin Tikekar as Whole-time Director for five years from 20 October 2016 and fix his

remuneration

FOR FOR Sachin Tikekar was appointed as a Whole-time Director for five years from 20 October 2011. The company seeks approval of

shareholders for reappointing him as Whole-time Director for five years from 20 October 2016 and fix his remuneration at

~Rs.14.2 mn.

24-Aug-16 AUROBINDO PHARMA LTD Annual General Meeting Management Adoption of standalone financial statements for the year ended 31 March 2016 FOR FOR Routine Resolution

24-Aug-16 AUROBINDO PHARMA LTD Annual General Meeting Management Adoption of consolidated financial statements for the year ended 31 March 2016 FOR FOR Routine Resolution

24-Aug-16 AUROBINDO PHARMA LTD Annual General Meeting Management Confirm aggregate interim dividend of Rs.2.5 per share (face value of Re.1.0 each) FOR FOR Routine Resolution

24-Aug-16 AUROBINDO PHARMA LTD Annual General Meeting Management Reappoint K. Nithyananda Reddy as a Director FOR FOR Reappointment is in-line with Companies Act, 2013

24-Aug-16 AUROBINDO PHARMA LTD Annual General Meeting Management Reappoint M. Madan Mohan Reddy as a Director FOR FOR Reappointment is in-line with Companies Act, 2013

24-Aug-16 AUROBINDO PHARMA LTD Annual General Meeting Management Ratification of S.R. Batliboi & Associates LLP as statutory auditors for one year FOR FOR Reappointment is in-line with Companies Act

24-Aug-16 AUROBINDO PHARMA LTD Annual General Meeting Management Revise remuneration to N. Govindarajan, Managing Director FOR FOR Remuneration of Mr. Govindarajan is line with other peers in the industry

24-Aug-16 AUROBINDO PHARMA LTD Annual General Meeting Management Revise remuneration to M. Madan Mohan Reddy, Whole-time Director FOR FOR Remuneration is in line with industry peers

24-Aug-16 AUROBINDO PHARMA LTD Annual General Meeting Management Appoint P. S. Chandra Reddy as a Whole-time Director for three years with effect from June 1 2016 and


FOR FOR Reappointment is in line with Companies Act and his remuneration is in line with industry peers

25-Aug-16 K P R MILL LTD Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 FOR For Routine and mandatory resolution.

25-Aug-16 K P R MILL LTD Annual General Meeting Management Declare dividend on 7% Redeemable Cumulative Non-Convertible Preference Shares and declare final

dividend of Re. 1 on equity shares FOR For Aggregate cash outgo on account of dividends for FY16 is Rs. 0.44 bn, ~5% higher than Rs. 0.42 bn paid in the previous year. The

company has maintained a dividend payout ratio in the range of 24-28% in the last three years

25-Aug-16 K P R MILL LTD Annual General Meeting Management Reappoint P Selvakumar as a Director FOR For P Selvakumar is the Whole-Time Director of the company. He retires by rotation and his reappointment is in line with all the


25-Aug-16 K P R MILL LTD Annual General Meeting Management Reappoint Deloitte Haskins & Sells as statutory auditors for FY17 and fix their remuneration FOR For Deloitte Haskins & Sells have been auditing the company’s accounts for the past nine years. Their appointment as statutory

auditors is in line with all statutory requirements

25-Aug-16 K P R MILL LTD Annual General Meeting Shareholder Appoint EK Sakthivel as a Director FOR For EK Sakthivel (33) is the son-in-law of the promoter, KPD Sigamani, He joined KPR Mill Limited in 2007 as Head – Operations

(Garment Division), Tirupur and continues to hold that position till date. He also oversees operations at the new garment unit at

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

25-Aug-16 K P R MILL LTD Annual General Meeting Management Appoint EK Sakthivel as Executive Director for five years w.e.f 9 March 2016 and fix his remuneration FOR For The proposed remuneration in FY17 at Rs. 1.8 mn is at the same level as in FY14. This is in line with peers and reasonable, given

the size and scale of operations.

25-Aug-16 K P R MILL LTD Annual General Meeting Management Ratify remuneration of Rs. 50,000 payable to B Venkateshwar as cost accountant for FY17 FOR For The total remuneration proposed to be paid to the cost accountants is reasonable compared to the size and scale of operations.

26-Aug-16 LARSEN & TOUBRO LTD Annual General Meeting Management Adoption of audited financial statements for the year ended March 31, 2016 and the Reports of the

Board of Directors and Auditors thereon and the audited consolidated financial statements of the

Company and the reports of the auditors thereon for the year ended March 31, 2016

FOR For Routine Resolution

26-Aug-16 LARSEN & TOUBRO LTD Annual General Meeting Management Dividend on equity shares for the financial year 2015-16. FOR For Routine Resolution

26-Aug-16 LARSEN & TOUBRO LTD Annual General Meeting Shareholder Appoint Ms. Sunita Sharma (DIN: 02949529) as a Director liable to retire by rotation FOR For Good Candidature

26-Aug-16 LARSEN & TOUBRO LTD Annual General Meeting Management Appoint Mr. S. N. Subrahmanyan (DIN: 02255382) as a Director liable to retire by rotation FOR For Good Candidature

26-Aug-16 LARSEN & TOUBRO LTD Annual General Meeting Management Appoint Mr. A. M. Naik (DIN: 00001514) as a Director liable to retire by rotation FOR For Good Candidature

26-Aug-16 LARSEN & TOUBRO LTD Annual General Meeting Shareholder Appoint Mr. D. K. Sen (DIN: 03554707) as a Director liable to retire by rotation FOR For Good Candidature

26-Aug-16 LARSEN & TOUBRO LTD Annual General Meeting Shareholder Appoint Mr. M. V. Satish (DIN: 06393156) as a Director liable to retire by rotation FOR For Good Candidature

Page 30

26-Aug-16 LARSEN & TOUBRO LTD Annual General Meeting Management Appoint Ms. Naina Lal Kidwai (DIN: 00017806) as an Independent Director FOR For Good Candidature

26-Aug-16 LARSEN & TOUBRO LTD Annual General Meeting Management Appoint Mr. S. N. Subrahmanyan (DIN: 02255382) as the Deputy Managing Director & President of the

CompanyFOR For Good Candidature

26-Aug-16 LARSEN & TOUBRO LTD Annual General Meeting Management Appoint Mr. D. K. Sen (DIN: 03554707) as a Whole-time Director of the Company FOR For Good Candidature

26-Aug-16 LARSEN & TOUBRO LTD Annual General Meeting Management Appoint Mr. M. V. Satish (DIN: 06393156) as a Whole-time Director of the Company FOR For Good Candidature

26-Aug-16 LARSEN & TOUBRO LTD Annual General Meeting Management Payment of commission to the Executive Chairman, Chief Executive Officer and Managing Director, if

any, Deputy Managing Director and Whole-time DirectorsFOR For In accordance with general business practice.

26-Aug-16 LARSEN & TOUBRO LTD Annual General Meeting Management Appoint Mr. R. Shankar Raman (DIN: 00019798) as a Whole-time Director of the Company FOR For Good Candidature

26-Aug-16 LARSEN & TOUBRO LTD Annual General Meeting Management Appoint Mr. Shailendra N. Roy (DIN: 02144836) as a Whole-time Director of the Company FOR For Good Candidature

26-Aug-16 LARSEN & TOUBRO LTD Annual General Meeting Management Appoint Mr. Sanjeev Aga (DIN: 00022065) as an Independent Director FOR For Good Candidature

26-Aug-16 LARSEN & TOUBRO LTD Annual General Meeting Management Appoint Mr. Narayanan Kumar (DIN: 00007848) as an Independent Director. FOR For Good Candidature

26-Aug-16 LARSEN & TOUBRO LTD Annual General Meeting Management Raise funds through issue of convertible bonds and/or equity shares through depository receipts and

including by way of Qualified Institution Placement to Qualified Institutional Buyers for an amount not

exceeding 3600 crore or US $ 600 million, whichever is higher

FOR For Business purpose

26-Aug-16 LARSEN & TOUBRO LTD Annual General Meeting Management Issue listed/unlisted secured/unsecured redeemable non-convertible debentures, in one or more

series/tranches/ currencies, aggregating up to 6000 croreFOR For In accordance with general business practice.

26-Aug-16 LARSEN & TOUBRO LTD Annual General Meeting Management Ratification of appointment of M/s. Sharp & Tannan as Joint Statutory Auditors of the Company. FOR For Good Candidature

26-Aug-16 LARSEN & TOUBRO LTD Annual General Meeting Management Ratification of appointment of M/s. Deloitte Haskins & Sells LLP as Joint Statutory Auditors of the

Company.

FOR For Good Candidature

26-Aug-16 LARSEN & TOUBRO LTD Annual General Meeting Management Ratification of remuneration payable to M/s R. Nanabhoy & Co. Cost Accountants (Regn. No. 00010) for

the financial year 2016-17FOR For Good Candidature

26-Aug-16 FEDERAL MOGUL GOETZE (INDIA) LTD. Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For For Routine Resolution

26-Aug-16 FEDERAL MOGUL GOETZE (INDIA) LTD. Annual General Meeting Management Reappoint Sunit Kapur as Non-Executive, Non-Independent Director For For His appointment is in line with the statutory requirements.

26-Aug-16 FEDERAL MOGUL GOETZE (INDIA) LTD. Annual General Meeting Management Ratify Walker, Chandiok & Co as statutory auditors for FY17 and fix their remuneration For For Walker, Chandiok & Co was appointed as the statutory auditor in 2012. The ratification of their reappointment is in line with the


26-Aug-16 FEDERAL MOGUL GOETZE (INDIA) LTD. Annual General Meeting Shareholder Appoint Vinod Kumar Hans as a Whole-time Director For For Vinod Kumar Hans is the Managing Director and was appointed as an Additional Director from 1 January 2016. His appointment

is in line with all statutory requirements.

26-Aug-16 FEDERAL MOGUL GOETZE (INDIA) LTD. Annual General Meeting Shareholder Appoint Rajesh Sinha as a Whole-time Director For For Rajesh Sinha is Director (Operations) and was appointed as an Additional Director from 1 January 2016. His appointment is in

line with all the statutory requirements.

26-Aug-16 FEDERAL MOGUL GOETZE (INDIA) LTD. Annual General Meeting Management Appoint Manish Chadha as a Whole-time Director For For Manish Chadha is the CFO. He was appointed as an Additional Director from 5 February 2016. His appointment is in line with all


26-Aug-16 FEDERAL MOGUL GOETZE (INDIA) LTD. Annual General Meeting Management Ratify remuneration of Rs. 450,000 (plus service tax and out of pocket expenses) for Sanjay Gupta &

Associates as cost auditors for 2017

For For The board has approved the appointment of Sanjay Gupta & Associates as cost auditors for the year ending 31 March 2017 on a

total remuneration of Rs. 450,000 plus applicable service tax and out of pocket expenses. The proposed remuneration is

reasonable.

26-Aug-16 FEDERAL MOGUL GOETZE (INDIA) LTD. Annual General Meeting Management Appoint Vinod Kumar Hans as Whole-time Managing Director for a period of three years from 1 January


For For The company proposes to appoint Vinod Kumar Hans as Whole-time MD. He has been associated with the company since 2008

as Director-Sales. He has completed his Business Management from Birla Institute of Management technology and has 29 years

of experience. His total FY16 remuneration of Rs. 12.4 mn was 20.3x the median employee remuneration. His proposed

remuneration of Rs. 14.8 mn is in line with peers and commensurate with the size and complexities of his responsibilities.

26-Aug-16 FEDERAL MOGUL GOETZE (INDIA) LTD. Annual General Meeting Management Appoint Rajesh Sinha as a Whole-time Director for a period of three years from 1 January 2016 and fix

his remunerationFor For The company proposes to appoint Rajesh Sinha as an Executive Director. He has been associated with the company since 2007

as Director-Operations. He has over 20 years of experience. His FY16 remuneration of Rs. 7.3 mn was 18.8x the median

employee remuneration. His proposed remuneration of Rs. 9.2 mn is in line with peers and commensurate with the size and

complexities of his responsibilities.

26-Aug-16 FEDERAL MOGUL GOETZE (INDIA) LTD. Annual General Meeting Management Appoint Manish Chadha as a CFO & Finance Director for a period of three years from 5 February 2016

and fix his remunerationFor For The company proposes to appoint Manish Chadha as CFO & Finance Director. He was first appointed as the CFO from 1 June

2015. He is a Chartered Accountant and has over 16 years of experience. His total FY16 remuneration of Rs. 6.7 mn was 14.4x

the median employee remuneration. His proposed remuneration of Rs. 8.8 mn is in line with peers and commensurate with the

size and complexities of his responsibilities.

27-Aug-16 ADITYA BIRLA NUVO LTD. Annual General Meeting Management Adoption of Audited Financial Statements (standalone and consolidated) of the Company For For Routine Resolution

27-Aug-16 ADITYA BIRLA NUVO LTD. Annual General Meeting Management Declaration of Dividend For For Routine Resolution

27-Aug-16 ADITYA BIRLA NUVO LTD. Annual General Meeting Management Re-appointment of Mrs. Rajashree Birla, Director retiring by rotation For For Re-appointment

27-Aug-16 ADITYA BIRLA NUVO LTD. Annual General Meeting Management Re-appointment of Mr. Lalit Naik, Director retiring by rotation For For Re-appointment

27-Aug-16 ADITYA BIRLA NUVO LTD. Annual General Meeting Management Re-appointment of M/s. S R B C & CO LLP, as Joint Statutory Auditor of the Company For For Re-appointment

27-Aug-16 ADITYA BIRLA NUVO LTD. Annual General Meeting Management Appointment of M/s. Deloitte Haskins & Sells LLP, as Joint Statutory Auditor of the Company For For Routine Resolution

27-Aug-16 ADITYA BIRLA NUVO LTD. Annual General Meeting Management (i) Re-appointment of M/s. S R B C & CO LLP as Branch Auditors of the Company’s Jaya Shree Textiles

Division, Rishra and Indo Gulf Fertilisers, Jagdishpur (ii) Appointment of M/s. Deloitte Haskins & Sells LLP

as Branch Auditors of Company’s Aditya Birla Insulators Divisions at Rishra & Halol and Indian Rayon

Division at Veraval.


27-Aug-16 ADITYA BIRLA NUVO LTD. Annual General Meeting Shareholder Appointment of Mr. V. Chandrasekaran, as a Director of the Company For For No concerns identified

27-Aug-16 ADITYA BIRLA NUVO LTD. Annual General Meeting Management Issuance of Non-Convertible Debentures on private placement basis For For Business purpose

27-Aug-16 ADITYA BIRLA NUVO LTD. Annual General Meeting Management Approval of remuneration of Cost Auditors of the Company for the Financial Year ending 31st March,

2017

For For No concerns identified

27-Aug-16 ADITYA BIRLA NUVO LTD. Annual General Meeting Management Increase in limits for investment by Registered Foreign Portfolio Investors including Foreign Institutional

Investors

For For No concerns identified

28-Aug-16 BAJAJ FINANCE LTD Postal Ballot Management Sub-division of equity shares For For No concerns identified

28-Aug-16 BAJAJ FINANCE LTD Postal Ballot Management Increase in authorised share capital For For No concerns identified

28-Aug-16 BAJAJ FINANCE LTD Postal Ballot Management Issue of bonus equity shares For For No concerns identified

29-Aug-16 INDIA CEMENTS LTD. Annual General Meeting Management Adoption of financial statements For Abstain Routine Business

29-Aug-16 INDIA CEMENTS LTD. Annual General Meeting Management Adoption of consolidated financial statements For Abstain Routine Business

29-Aug-16 INDIA CEMENTS LTD. Annual General Meeting Management Declare final dividend. For For Dividend for shareholders

29-Aug-16 INDIA CEMENTS LTD. Annual General Meeting Management Re-appoint Chitra Srinivasan as Director For For In line with statutory requirements

29-Aug-16 INDIA CEMENTS LTD. Annual General Meeting Management Reappointment of Brahmayya & Co. and P. S. Subramania Iyer & Co. as statutory auditors For Abstain Brahmayya & Co. and P. S. Subramania Iyer & Co. have been India Cement Ltd.’s (ICL) statutory auditors for the past 26 years.

29-Aug-16 INDIA CEMENTS LTD. Annual General Meeting Shareholder Appoint Rabinarayan Panda as Non-Executive Non-Independent Director For For In line with statutory requirements

29-Aug-16 INDIA CEMENTS LTD. Annual General Meeting Shareholder Appoint S Balasubramanian Adityan as Independent Director for five years For For In line with statutory requirements

29-Aug-16 INDIA CEMENTS LTD. Annual General Meeting Shareholder Re-appoint Arun Datta as Independent Director for two years For For In line with statutory requirements

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29-Aug-16 INDIA CEMENTS LTD. Annual General Meeting Shareholder Re-appoint NR Krishnan as Independent Director for two years For For In line with statutory requirements

29-Aug-16 INDIA CEMENTS LTD. Annual General Meeting Shareholder Re-appoint V Manickam as Independent Director for two years For For In line with statutory requirements

29-Aug-16 INDIA CEMENTS LTD. Annual General Meeting Shareholder Re-appoint Natesan Srinivasan as Independent Director for two years For For In line with statutory requirements

29-Aug-16 INDIA CEMENTS LTD. Annual General Meeting Management Re-appoint N Srinivasan as Vice-Chairperson and Managing Director for five years and fix his

remuneration

For Abstain Inadequate information about variable pay determination and cap.

29-Aug-16 INDIA CEMENTS LTD. Annual General Meeting Management Approve remuneration of Rs. 1.5 mn payable to SA Murali Prasad as cost auditor for FY17 For For In line with statutory requirements

29-Aug-16 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

29-Aug-16 DIVI LABORATORIES Annual General Meeting Management Adopt standalone and consolidated financial statements for the year ended 31 March 2016 For For Routine Resolution

29-Aug-16 DIVI LABORATORIES Annual General Meeting Management Confirm interim dividend of Rs.10.0 per share (face value Rs.2.0 each) For For Routine Resolution

29-Aug-16 DIVI LABORATORIES Annual General Meeting Management Reappoint Madhusudana Rao Divi as a Director For For Reappointment is in-line with Companies Act, 2013

29-Aug-16 DIVI LABORATORIES Annual General Meeting Management Ratify P. V. R. K. Nageswara Rao & Co. as statutory auditors for FY17 For For Reappointment is in line with Companies Act, 2013

29-Aug-16 VOLTAS LTD Annual General Meeting Management Adoption of standalone financial statements for the year ended 31 March 2016. For For Routine purpose

29-Aug-16 VOLTAS LTD Annual General Meeting Management Adoption of consolidated financial statements for the year ended 31 March 2016 For For Routine purpose

29-Aug-16 VOLTAS LTD Annual General Meeting Management Declare dividend of Rs.2.6 per equity share (face value of Rs.1.0 each) For For Good practice to distribute part of profits to shareholders; income for the fund.

29-Aug-16 VOLTAS LTD Annual General Meeting Management Reappoint Noel N Tata as Non-Executive Non-Independent Director For For His reappointment is in line with all the statutory requirements.

29-Aug-16 VOLTAS LTD Annual General Meeting Management Ratify reappointment of Deloitte Haskins & Sells LLP as statutory auditors for FY17 and fix remuneration For Abstain The reappointment is not in keeping with the spirit of Section 139 of the Companies Act 2013.

29-Aug-16 VOLTAS LTD Annual General Meeting Shareholder Appoint Usha Sangwan as Non-Executive Non-Independent Director For For Her appointment is in line with all the statutory requirements.

29-Aug-16 VOLTAS LTD Annual General Meeting Management Ratify remuneration of Rs.0.4mn for Sagar & Associates cost auditor for FY17 For For The remuneration proposed is reasonable compared to the size and scale of operations

29-Aug-16 INFOTECH ENTERPRISES LTD. Annual General Meeting Management Adoption of consolidated financial statements for the year ended 31 March 2016 For For Routine proposal.

29-Aug-16 INFOTECH ENTERPRISES LTD. Annual General Meeting Management To confirm two interim dividends For For Cyient Limited (Cyient) has paid two interim dividends aggregating Rs.7.0 per equity share. The total dividend outflow including

dividend tax for FY16 is Rs.947.7 mn. The dividend payout ratio for FY16 is 40.6%.

29-Aug-16 INFOTECH ENTERPRISES LTD. Annual General Meeting Management Reappoint B.V.R Mohan Reddy as an Executive Director For For B.V.R Mohan Reddy is the promoter and Executive Chairperson of the company. He retires by rotation, and his reappointment

is in line with the statutory requirements

29-Aug-16 INFOTECH ENTERPRISES LTD. Annual General Meeting Management Reappoint Krishna Bodanapu as an Executive Director For For Krishna Bodanapu is the promoter and Managing Director and CEO of the company. He retires by rotation, and his

reappointment is in line with the statutory requirements

29-Aug-16 INFOTECH ENTERPRISES 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

30-Aug-16 CG POWER AND INDUSTRIAL SOLUTIONS LIMITED Annual General Meeting Management To consider and adopt : a) Audited Stand-alone Financial Statements, Reports of the Board of Directors

and Auditors thereon b) Audited Consolidated Financial Statements and Auditors Report thereon


30-Aug-16 CG POWER AND INDUSTRIAL SOLUTIONS LIMITED Annual General Meeting Management To re-appoint Director retiring by rotation - Dr Omkar Goswami (DIN 00004258) For For Routine Resolution

30-Aug-16 CG POWER AND INDUSTRIAL SOLUTIONS LIMITED Annual General Meeting Management To re-appoint Director retiring by rotation - Mr Bhuthalingam Hariharan (DIN 00012432) For For Good Candidature

30-Aug-16 CG POWER AND INDUSTRIAL SOLUTIONS LIMITED Annual General Meeting Management To appoint Auditors For For Good Candidature

30-Aug-16 CG POWER AND INDUSTRIAL SOLUTIONS LIMITED Annual General Meeting Management Ratification of Remuneration to cost Auditor For For In line with industry standard

30-Aug-16 CG POWER AND INDUSTRIAL SOLUTIONS LIMITED Annual General Meeting Shareholder To appoint a Director - Mr Neelkant Narayanan Kollengode (DIN 05122610) For For Good Candidature

30-Aug-16 CG POWER AND INDUSTRIAL SOLUTIONS LIMITED Annual General Meeting Management To appoint CEO & Managing Director Mr Neelkant Narayanan Kollengode (DIN 05122610) For For Good Candidature

30-Aug-16 CG POWER AND INDUSTRIAL SOLUTIONS LIMITED Annual General Meeting Shareholder To Appoint a Director - Mr. Madhav Acharya (DIN: 02787445) For For Good Candidature

30-Aug-16 CG POWER AND INDUSTRIAL SOLUTIONS LIMITED Annual General Meeting Management To appoint whole time director - Mr. Madhav Acharya (DIN: 02787445) For For Good Candidature

30-Aug-16 CG POWER AND INDUSTRIAL SOLUTIONS LIMITED Annual General Meeting Shareholder To appoint Independent Director Ms Ramni Nirula (DIN 00015330) For For Good Candidature

30-Aug-16 CG POWER AND INDUSTRIAL SOLUTIONS LIMITED Annual General Meeting Management Sale of Non-India Transmission and Distribution (T&D) Businesses For For The decision is taken with full understanding. Given the state of T& D activity it’s a valid decision.

30-Aug-16 CG POWER AND INDUSTRIAL SOLUTIONS LIMITED Annual General Meeting Management To appoint joint Statutory Auditors For For Good Candidature

30-Aug-16 STERLITE TECHNOLOGIES LIMITED Annual General Meeting Management Adoption of standalone financial statements for the year ended 31 March 2016 . Adoption of


FOR Abstain Routine proposal

30-Aug-16 STERLITE TECHNOLOGIES LIMITED Annual General Meeting Management Declare dividend of Re.1 per share (face value Rs.2) For For STL has increased dividend to Re.1 per share for FY16 from Re.0.6 per share of face value Rs.2.0 each for FY15. The cash outgo

on account of dividend is Rs.476.0 mn and the dividend payout ratio is 26.3%.

30-Aug-16 STERLITE TECHNOLOGIES LIMITED Annual General Meeting Management Reappoint Pratik Agarwal as Non-Executive Non-Independent Director For For Pratik Agarwal is the Vice Chairperson of Sterlite Power Grid Ventures Ltd. His reappointment is in line with all the statutory

requirements

30-Aug-16 STERLITE TECHNOLOGIES LIMITED Annual General Meeting Management Ratify the reappoint S R B C & Co. LLP as statutory auditors For For The ratification of S R B C & Co. LLP’s reappointment is in line with our Voting Policy on Auditor (Re)Appointments and complies

with the requirements of section 139 of the Companies Act 2013

30-Aug-16 STERLITE TECHNOLOGIES LIMITED Annual General Meeting Management Ratify the remuneration payable to Kiran Naik, Cost Auditor for the financial year ending 31 March 2017 For For Payment to Kiran Naik, Cost Auditor for FY17 aggregates Rs.75,000 (excluding service tax and reimbursement of out-of-pocket

expenses) which is commensurate to the size of the company

30-Aug-16 STERLITE TECHNOLOGIES LIMITED Annual General Meeting Management Approve private placement of Non-Convertible Debentures upto Rs.5 bn For For The NCDs will be carved out of the company’s overall borrowing limits

30-Aug-16 STERLITE TECHNOLOGIES LIMITED Annual General Meeting Management Issuance of equity and quasi equity instrument upto Rs.5 bn For For The maximum dilution on account of the proposed issuance, assuming the issue price is the Current Market Price (Rs.90.15, on

28 July 2016), is 12.3%. The company has not disclosed the need to raise equity.

30-Aug-16 DLF LIMITED Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For Abstain Board Best Suited

30-Aug-16 DLF LIMITED Annual General Meeting Management Confirmation of Interim Dividend For For Good policy to declare dividend

30-Aug-16 DLF LIMITED Annual General Meeting Management Re-appointment of Ms. Pia Singh liable to retire by rotation For For Non conern identified. 21 years of experience in developing Company’s luxury and super luxury retail destinations across the

Country

30-Aug-16 DLF LIMITED Annual General Meeting Management Appointment of Auditors For For Auditor is more than ten years old; there is transition period of three years provided.

30-Aug-16 DLF LIMITED Annual General Meeting Management Ratification of fees payable to cost Auditors For For In line with industry practise

30-Aug-16 DLF LIMITED Annual General Meeting Management Approval for re-designation/Appointment of Mr. Mohit Gujral as CEO & Whole Time Director For For No concern has been identified regarding the resolutions

30-Aug-16 DLF LIMITED Annual General Meeting Management Approval for re-designation/Appointment of Mr. Rajeev Talwar as CEO & Whole Time Director For For No concern has been identified regarding the resolutions

30-Aug-16 DLF LIMITED Annual General Meeting Management Issue of NCDs For For No concern has been identified.

30-Aug-16 MOIL LIMITED Annual General Meeting Management Adoption of accounts For Abstain Routine proposal

30-Aug-16 MOIL LIMITED Annual General Meeting Management Declare final equity dividend For For Dividend for shareholders

30-Aug-16 MOIL LIMITED Annual General Meeting Management Reappoint Ms. Urvilla Khati as Nominee Director of Government of India, liable to retire by rotation For For In line with all the statutory requirements

30-Aug-16 MOIL LIMITED Annual General Meeting Management Reappoint T K Pattnaik as Director, liable to retire by rotation For For In line with all the statutory requirements

30-Aug-16 MOIL LIMITED Annual General Meeting Management Authorise the Board to fix the remuneration of statutory auditors for FY2016-17 appointed by the

Comptroller and Auditor-General of India (CAG).

For For In line with all the statutory requirements

30-Aug-16 MOIL LIMITED Annual General Meeting Management Ratification of remuneration of Rs.140,000 payable to Ujwal P. Loya & Co as cost auditor of the company

for FY17

For For In line with all the statutory requirements

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30-Aug-16 MOIL LIMITED Annual General Meeting Management Appoint Ms. Sangita Gairola as Independent Director for three years For For In line with all the statutory requirements

31-Aug-16 KOTAK MAHINDRA BANK LTD Postal Ballot Management Issue of NCDs in private placement For For Business purpose

31-Aug-16 Motherson Sumi Systems Ltd. Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For For Routine Resolution

31-Aug-16 Motherson Sumi Systems Ltd. Annual General Meeting Management To confirm interim dividend of Rs.2.5 per equity share (face value Re.1.0) as final dividend For For Good practice to distribute part of profits to shareholders; income for the fund.

31-Aug-16 Motherson Sumi Systems Ltd. Annual General Meeting Management Reappoint Ms. Noriyo Nakamura as Non-Executive Non-Independent Director For For Ms. Noriyo Nakamura is a Nominee Director of Sumitomo Wiring Systems Limited. She retires by rotation, and her


31-Aug-16 Motherson Sumi Systems Ltd. Annual General Meeting Management Ratify Price Waterhouse Chartered Accountants LLP’s reappointment as statutory auditors for FY17 and

fix their remuneration

For Abstain Price Waterhouse has been auditing the company’s accounts for 16 years – which is not in the spirit of Section 139 of the

Companies Act 2013.

31-Aug-16 Motherson Sumi Systems Ltd. Annual General Meeting Shareholder Appoint Naveen Ganzu as an Independent Director for five years from 14 October 2015 For For His appointment is in line with the statutory requirements.

31-Aug-16 Motherson Sumi Systems Ltd. Annual General Meeting Management Revision in terms of remuneration of Pankaj Mital, COO, from 1 April 2016 For For The proposed remuneration is commensurate with the size and complexity of the business and is in line with peers.

31-Aug-16 Motherson Sumi Systems Ltd. Annual General Meeting Management Fix commission for non-executive directors at an amount not exceeding 1% of net profits and to pay

commission of Rs.12.08 mn to non-executive directors for FY16

For For The proposed commission to the executive directors is commensurate with the size and complexity of the business

31-Aug-16 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 FY17 For For The total remuneration proposed to be paid to the cost auditors in FY17 is reasonable compared to the size and scale of the


31-Aug-16 Motherson Sumi Systems Ltd. Annual General Meeting Management Issue of 17.8 mn equity shares on preferential basis to Sumitomo Wiring Systems Ltd., Japan (SWS), a

promoter entityFor For The company has announced a 5-year plan ‘Vision 2020’. The board is seeking to issue 17.8 mn equity shares on preferential

basis to Sumitomo Wiring Systems Ltd., Japan (SWS), a promoter and technical collaborator, to partly offset any dilution as a

consequence of a proposed QIP. The issuance of new shares will lead to a dilution of 1.3% for minority shareholders. The

allotment of 17.8 mn equity shares to SWS will raise Rs.5.7 bn (assuming CMP of Rs. 319.0 per equity share). SWS’s stake will

increase from 25.29% to 26.28% after the preferential allotment. MSSL’s association with SWS is beneficial for the company.

31-Aug-16 Motherson Sumi Systems Ltd. Annual General Meeting Management Issue foreign currency convertible bonds (FCCBs) and/ or other bonds upto Euro 75 mn (~Rs. 5.6 bn) to

SWS

For For As an alternative to preferential allotment in case it cannot be completed within 15 days, MSSL may consider issuance of FCCBs

and/ or other bonds amounting upto Euro 75 mn (~Rs. 5.6 bn), in one or more tranches, to SWS. If all FCCBs are converted into

equity shares, the issuance of shares will lead to a dilution of 1.3% for minority shareholders (assuming CMP of Rs. 319.0 per

equity share).

31-Aug-16 Motherson Sumi Systems Ltd. Annual General Meeting Management Issue equity shares of upto Euro 400 mn (Rs.30 bn) by public or private placement (including QIP) For For The capital infusion will help the company to strengthen capital base and to meet general corporate purposes. The issue will be

governed by the SEBI Regulations and will result in a dilution of around 6.6% for existing shareholders (at current market price

of Rs.319.0 per share, in order to raise Rs.30 bn, 94 mn fresh shares need to be allotted).

31-Aug-16 Motherson Sumi Systems Ltd. Annual General Meeting Management To increase the shareholding limit for FPIs and FIIs upto sectoral cap of 30% of the paid up capital For For The FPIs 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 FPI/ FII investment limit up to 30% of the paid-up equity capital of the

company. The increased shareholding limit for FPIs/ FIIs in a company normally results in enhanced shareholder value.

01-Sep-16 BOSCH LTD. Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year ended 31 March 2016 For For Routine Resolution

01-Sep-16 BOSCH LTD. Annual General Meeting Management Declare final dividend of Rs.85.0 per share (Face Value: Rs.10) For For Good practice to distribute part of profits to shareholders; income for the fund.

01-Sep-16 BOSCH LTD. Annual General Meeting Management Re-appoint Soumitra Bhattacharya as Director. For For His reappointment is in line with all the statutory requirements.

01-Sep-16 BOSCH LTD. Annual General Meeting Management Ratify Price Waterhouse & Co LLP’s re-appointment as statutory auditors for one year For Abstain Price Waterhouse & Co have been the statutory auditors for atleast 12 years (since 2004). The reappointment is not in line with

the spirit of Section 139 of the Companies Act 2013.

01-Sep-16 BOSCH LTD. Annual General Meeting Management Re-appoint Dr. Steffen Berns as Managing Director for two years 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-16 BOSCH LTD. Annual General Meeting Management Re-appoint Soumitra Bhattacharya as Joint Managing Director for three years and six months and fix his

remuneration

For For His proposed remuneration is comparable to industry peers at the same or comparable designation.

01-Sep-16 BOSCH LTD. Annual General Meeting Management Approve remuneration of Rs. 0.6 mn payable to Rao, Murthy & Associates as cost auditors for FY17 For For The total remuneration proposed to be paid to the cost auditors in FY17 is reasonable compared to the size and scale of

operations.

01-Sep-16 BOSCH LTD. Annual General Meeting Management Adopt a new set of Articles of Association to comply with provisions of 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.

01-Sep-16 Jubilant Foodworks Ltd Annual General Meeting Management Adoption of accounts For Abstain Board best suited

01-Sep-16 Jubilant Foodworks Ltd Annual General Meeting Management Declare dividend For For Good policy to give dividend to shareholder

01-Sep-16 Jubilant Foodworks Ltd Annual General Meeting Management Re-appoint Hari Bhartia as Non-Executive Non-Independent Director For For Hari Bhartia, 59, is part of the promoter family and Co-Chairperson on the board of Jubilant Foodworks

01-Sep-16 Jubilant Foodworks Ltd Annual General Meeting Management To reappoint S R Batliboi & Co as statutory auditors and to fix their remuneration For For Has been auditor for the company for past sixteen year. Company act has given three years’ time for compulsory rotation.

01-Sep-16 RELIANCE INDUSTRIES LTD Annual General Meeting Management 1A Adoption of standalone financial statements for the year ended 31 March 2016 1B Adoption of



01-Sep-16 RELIANCE INDUSTRIES LTD Annual General Meeting Management Declare final dividend of Rs.10.50 per share (Face Value: Rs.10) For For Good for equity share holders

01-Sep-16 RELIANCE INDUSTRIES LTD Annual General Meeting Management Re-appoint Nikhil Meswani as Director For For Nikhil Meswani, 50, is an Executive Director, primarily responsible for the Petrochemicals division. He retires by rotation and his

re-appointment is in line with statutory requirements. Nikhil Meswani has attended 83% of the board meetings held in FY16.

01-Sep-16 RELIANCE INDUSTRIES LTD Annual General Meeting Management Re-appoint Pawan Kumar Kapil as Director For For Pawan Kumar Kapil, 70, is Executive Director, Group Manufacturing Services. He retires by rotation and his re-appointment is in

line with statutory requirements. Pawan Kumar Kapil has attended 83% of the board meetings held in FY16.

01-Sep-16 RELIANCE INDUSTRIES LTD Annual General Meeting Management Re-appoint Chaturvedi & Shah, Deloitte Haskins & Sells LLP and Rajendra & Co. as statutory auditors of

the companyFor For Ensure Continuity.

01-Sep-16 RELIANCE INDUSTRIES LTD Annual General Meeting Management Ratify payment of aggregate remuneration of Rs. 5.8 mn to cost auditors for FY17 For For The total remuneration proposed to be paid to the cost auditors in FY17 is reasonable compared to the size and scale of

operations.

01-Sep-16 RELIANCE INDUSTRIES LTD Annual General Meeting Management Approve private placement of non-convertible debentures of up to Rs.100 bn For For The issuance will be within the overall borrowing limit of the company.

02-Sep-16 ALKEM LABORATORIES LIMITED Annual General Meeting Management Adopt standalone and consolidated financial statements for the year ended 31 March 2016 For For Routine Resolution

02-Sep-16 ALKEM LABORATORIES LIMITED Annual General Meeting Management Confirm aggregate interim dividend of Rs.12.7 per share (face value of Rs.2.0each) For For Routine Resolution

02-Sep-16 ALKEM LABORATORIES LIMITED Annual General Meeting Management Reappoint Dhananjay Kumar Singh as a Director For For Reappointment is in-line with Companies Act, 2013

02-Sep-16 ALKEM LABORATORIES LIMITED Annual General Meeting Management Ratify B S R & Co. LLP as statutory auditors for FY17 For For Appointment is in line with Companies Act, 2013

02-Sep-16 ALKEM LABORATORIES LIMITED Annual General Meeting Management Ratify remuneration to cost auditor, Suresh D. Shenoy, of Rs.0.7 mn for FY16 For For Remuneration is in line with scope of work

02-Sep-16 ALKEM LABORATORIES LIMITED Annual General Meeting Management Keep the register of members and other documents at the office of the registrar and transfer agent For For Routine Resolution

02-Sep-16 ALKEM LABORATORIES LIMITED Annual General Meeting Management Revise remuneration to Basudeo Singh, Executive Chairperson, effective 1 April 2016 up to 31 March

2019For For Remuneration is in line with other peers in the industry

02-Sep-16 SOMANY CERAMICS LTD Annual General Meeting Management Adoption of accounts For Abstain Board Best suited

02-Sep-16 SOMANY CERAMICS LTD Annual General Meeting Management Declare final dividend For For Good policy to pay divided to shareholders

02-Sep-16 SOMANY CERAMICS LTD Annual General Meeting Management Appointment of Mr. G L Sultania, who retires by rotation For For No major concern has been identified regarding the remuneration, profile, time commitments and reappointment of Mr. G L

Sultania

02-Sep-16 SOMANY CERAMICS LTD Annual General Meeting Management Ratification of appointment of the Statutory Auditors For Abstain Board Best Suited

02-Sep-16 SOMANY CERAMICS LTD Annual General Meeting Management Appointment of Smt. Anjana Somany as a Whole-time Director For For Executive Director at Somany Ceramics Limited Experience of 30 years in the field of building entrepreneurship among various

groups of people

02-Sep-16 SOMANY CERAMICS LTD Annual General Meeting Management Approval for Related Party transactions For For Transactions are in the normal course of the business of the company,

02-Sep-16 PIDILITE INDUSTRIES Annual General Meeting Management Adoption of Accounts For Abstain Board best suited

Page 33

02-Sep-16 PIDILITE INDUSTRIES Annual General Meeting Management Confirmation of payment of interim dividend and declaration of final dividend on Equity Shares For For Good policy to give dividend to shareholder

02-Sep-16 PIDILITE INDUSTRIES Annual General Meeting Management Re-appointment of Shri A B Parekh as a Director For For He has been working with the Company since 1996. Part of promoter family. No concern identified.

02-Sep-16 PIDILITE INDUSTRIES Annual General Meeting Management Re-appointment of Shri Sabyaschi Patnaik as a Director For For He has over 25 years’ experience in Manufacturing Operations, Supply Chain & General Management; part of General

Management team. Adds value

02-Sep-16 PIDILITE INDUSTRIES Annual General Meeting Management Ratification of appointment of M/s. Deloitte Haskins & Sells as Statutory Auditors For For No concern has been identified in relation to ratification of appointment

02-Sep-16 PIDILITE INDUSTRIES Annual General Meeting Shareholder Appointment of Shri Vinod Kumar Dasari as an Independent Director for a period of 5 years For For MD - Ashok Leyland Ltd. He has more than 25 years of rich experience in different capacities in India and USA

02-Sep-16 PIDILITE INDUSTRIES Annual General Meeting Management Ratification of payment of remuneration to M/s. V J Talati & Co., Cost Auditors For For No concern has been identified with respect to remuneration of Cost Auditors. In line with industry practise

02-Sep-16 PIDILITE INDUSTRIES Annual General Meeting Management Approval for continuation of the appointment of Shri M B Parekh as Executive Chairman of the Company For For He is Director of Pidilite Industries Limited since 1972. He is the Chairperson of the company.

02-Sep-16 THOMAS COOK (INDIA) LTD Annual General Meeting Management 1a Adoption of Standalone accounts 1bAdoption of Consolidated accounts For ABSTAIN Routine proposal

02-Sep-16 THOMAS COOK (INDIA) LTD Annual General Meeting Management To declare dividend on various Preference Shares and Equity Shares. For FOR Dividend for shareholders

02-Sep-16 THOMAS COOK (INDIA) LTD Annual General Meeting Management Reappoint Chandran Ratnaswami as Non-Executive, Non-Independent Director For FOR In line with statutory requirements

02-Sep-16 THOMAS COOK (INDIA) LTD Annual General Meeting Management Reappoint Lovelock & Lewes as statutory auditor for one year and fix their remuneration For Abstain Lovelock & Lewes have been the company’s statutory auditors for the past 17 years. The reappointment is not in line

the spirit of Section 139 of the Companies Act 2013

02-Sep-16 THOMAS COOK (INDIA) LTD Annual General Meeting Shareholder Appoint Sunil Mathur as an Independent Director for a period of five years from 23 December 2015 For FOR In line with statutory requirements

02-Sep-16 THOMAS COOK (INDIA) LTD Annual General Meeting Shareholder Appoint Nilesh Vikamsey as an Independent Director for a period of five years from 23 December 2015 For FOR In line with statutory requirements

02-Sep-16 THOMAS COOK (INDIA) LTD Annual General Meeting Management Alteration of Objects Clause of Memorandum of Association (MoA) For FOR Mr. Madhavan Menon is a professional with 33 years of experience and his remuneration is in line with similar sized peers.

02-Sep-16 SUNDARAM CLAYTON Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year ended 31 March 2016 For For Routine Resolution

02-Sep-16 SUNDARAM CLAYTON Annual General Meeting Management Reappoint Gopal Srinivasan as a Non-Executive Non-Independent Director For For His reappointment is in line with all the statutory requirements.

02-Sep-16 SUNDARAM CLAYTON Annual General Meeting Management Reappoint TK Balaji as a Non-Executive Non-Independent Director For For His reappointment is in line with all the statutory requirements

02-Sep-16 SUNDARAM CLAYTON Annual General Meeting Management Reappointment of M/s Sundaram & Srinivasan as statutory auditors for FY17 For Abstain Sundaram & Srinivasan have been the statutory auditors for the past 27 years. It does not follow the spirit of Section 139 of the

Companies Act 2013.

03-Sep-16 Mangalore Refinery and Petrochemicals Limited Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For For Routine Resolution

03-Sep-16 Mangalore Refinery and Petrochemicals Limited Annual General Meeting Management Reappoint DK Sarraf as Non-Executive Non-Independent Director, retiring by rotation For For DK Sarraf is the Chairperson of the Company. His reappointment is in line with the statutory requirements.

03-Sep-16 Mangalore Refinery and Petrochemicals Limited Annual General Meeting Management Authorise the Board to fix the remuneration of statutory auditors for FY2016-17 appointed by the

Comptroller and Auditor-General of India (CAG)For For We observe that the auditor was paid total audit fees of Rs.3.9 mn in FY16 (excluding tax and reimbursements) which is

reasonable considering the size of the company

03-Sep-16 Mangalore Refinery and Petrochemicals Limited Annual General Meeting Shareholder Appoint AK Sahoo as Wholetime Director and fix his remuneration For For AK Sahoo was appointed as Director (Finance) of MRPL by the Ministry of Petroleum and Natural Gas (MoP&NG) in November

2015. His appointment is in line with the statutory requirements.

03-Sep-16 Mangalore Refinery and Petrochemicals Limited Annual General Meeting Shareholder Appoint Diwakar Nath Misra as Nominee Director of Government of India For For Diwakar Nath Misra was appointed as the Nominee Director of Government of India by MoP&NG in March 2016. His

appointment is in line with the statutory requirements.

03-Sep-16 Mangalore Refinery and Petrochemicals Limited Annual General Meeting Management Issue Non-Convertible Debentures upto Rs.30 bn For For The company has a credit rating of ICRA AAA/Stable/ICRA A1+, which denotes highest degree of safety regarding timely

servicing of financial obligations. The issuance will be within the overall borrowing limits of the company

03-Sep-16 Mangalore Refinery and Petrochemicals Limited Annual General Meeting Management Issue equity and quasi equity instruments 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 317.4 mn

shares to public shareholders and raise Rs.25.6 bn (at current market price of Rs.77.6 per share). The issuance is 15.3% of the

post issuance equity share capital of the company.

03-Sep-16 Mangalore Refinery and Petrochemicals Limited Annual General Meeting Management Ratify remuneration paid to Bandyopadhyaya Bhaumik & Co as cost auditor for FY16 For For The remuneration of Rs.175,000 paid to the cost auditor in FY16 is reasonable compared to the size and scale of operations.

03-Sep-16 Mangalore Refinery and Petrochemicals Limited Annual General Meeting Management Ratify remuneration of Rs.185,000 payable to Bandyopadhyaya Bhaumik & Co as cost auditor for FY17 For For The proposed remuneration of Rs.185,000 to Bandyopadhyaya Bhaumik & Co, cost auditors for FY17, is reasonable compared

to the size and scale of operations.

03-Sep-16 Mangalore Refinery and Petrochemicals Limited Annual General Meeting Management Enter into related party transactions exceeding 10% of the turnover, or, Rs. 1 bn annually whichever

lower with Shell MRPL Aviation Fuels and Services Limited and Mangalore SEZ Limited eachFor For The proposed transactions are in ordinary course and at arm’s length.

06-Sep-16 RBL BANK LTD Annual General Meeting Management Adoption of Accounts for the year ended 31 March 2016 For For Routine Resolution

06-Sep-16 RBL BANK LTD Annual General Meeting Management To confirm interim dividend of Rs. 1.5 per share on equity shares of face value Rs. 10 For For Routine Resolution

06-Sep-16 RBL BANK LTD Annual General Meeting Management To reappoint Narayan Ramachandran as Non-Executive Non-Independent director For For Re-appointment

06-Sep-16 RBL BANK LTD Annual General Meeting Management To appoint BSR. & Co. LLP as statutory auditors for a period of one year For For Routine Resolution

06-Sep-16 RBL BANK LTD Annual General Meeting Management To appoint branch auditors and fix their remuneration for the year ending 31 March 2017 For For Routine Resolution

06-Sep-16 RBL BANK LTD Annual General Meeting Management To appoint Rajeev Ahuja as an Executive Director for a period of three years and fix his remuneration For For No concern has been identified

06-Sep-16 RBL BANK LTD Annual General Meeting Shareholder To appoint Prakash Chandra as an Independent Director for a period of five years effective 25 January

2016

For Abstain Best Suited to Board

06-Sep-16 RBL BANK LTD Annual General Meeting Shareholder To appoint Ishan Raina as an Independent Director for a period of five years effective 30 April 2016 For Abstain Best Suited to Board

06-Sep-16 RBL BANK LTD Annual General Meeting Management To revise the remuneration of Vishwavir Ahuja, Managing Director & Chief Executive Officer of the Bank For For No concern has been identified

06-Sep-16 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 Business Purpose

06-Sep-16 RBL BANK LTD Annual General Meeting Management To increase the borrowing limit to Rs. 100 bn from Rs. 60 bn For For Business Purpose

07-Sep-16 ORACLE FINANCIAL SERVICES SOFTWARE LTD Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For Abstain Routine resolution

07-Sep-16 ORACLE FINANCIAL SERVICES SOFTWARE LTD Annual General Meeting Management Reappoint Robert K. Weiler as Director liable to retire by rotation For For His reappointment is in line with all the statutory requirements

07-Sep-16 ORACLE FINANCIAL SERVICES SOFTWARE LTD Annual General Meeting Management Reappoint Harinderjit Singh as Director liable to retire by rotation For Abstain He is non-executive non-independent director of Oracle and represents the promoter group. Harinderjit Singh has attended 2

of 6 board meetings in FY16 and 63% (12/19) board meetings in the last three years. We expect directors to take their

responsibilities seriously and attend all board meetings

07-Sep-16 ORACLE FINANCIAL SERVICES SOFTWARE LTD Annual General Meeting Management Declare final dividend of Rs 100 per share of FV Rs 5 per share For For Dividend of Rs 100 per share of face value Rs 5. Aggregate dividend outflow for FY16 was Rs. 10.2 bn (FY15 - Rs 66.3 bn) and pay-

out ratio was 87.6%.

07-Sep-16 ORACLE FINANCIAL SERVICES SOFTWARE LTD Annual General Meeting Management Ratify S. R. Batliboi & Associates LLP as statutory auditors for FY17 For Abstain SR Batliboi & Associates LLP have been Oracle’s statutory auditors for the past 14 years. We believe auditors must be rotated at

least once every 10 years.

07-Sep-16 ORACLE FINANCIAL SERVICES SOFTWARE LTD Annual General Meeting Management Ratify SR Batliboi & Associates LLP as branch auditors for FY17 For Abstain S.R. Batliboi & Associates has been the statutory auditor for the past 14 years. We believe auditors must be rotated at least once

every 10 years. The ratification of their reappointment as branch auditors is not in line with our voting policy

07-Sep-16 ORACLE FINANCIAL SERVICES SOFTWARE LTD Annual General Meeting Management Reappointment of Chaitanya Kamat as MD & CEO for a period of five years till 24 October 2021 For For Based on the remuneration policy followed by Oracle and our estimates we believe Chaitanya Kamat’s proposed remuneration

will be commensurate with the size and complexity of the business, and comparable to his industry peers

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07-Sep-16 ORACLE FINANCIAL SERVICES SOFTWARE LTD Annual General Meeting Management Approve commission payable to Non-Executive Directors at an amount not exceeding 1% of net profits For For The commission paid to the company’s non-executive directors for FY16 was Rs. 6.5 mn (~0.1% of the standalone net profits).

While the commission paid to nonexecutive directors in the last four years has been low, as a good governance practice, we

expect companies to fix the absolute amount of commission payable to non-executive directors

07-Sep-16 Kewal Kiran Clothing Ltd. Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year ended 31 March 2016 For For Routine and mandatory resolution.

07-Sep-16 Kewal Kiran Clothing Ltd. Annual General Meeting Management Declaration of final dividend and confirmation of four interim dividends for equity share for the year

ended 31st March, 2016

For For No concern has been identified regarding the payment of dividend to the shareholders. The Company has sufficient liquid

assets to pay the proposed final dividend. No governance concern identified.

07-Sep-16 Kewal Kiran Clothing Ltd. Annual General Meeting Management Re-appointment of Mr. Vikas P. Jain as Director, who retires by rotation. For For No concern has been identified regarding the profile, time commitment and attendance performance of Mr. Vikas P. Jain as a

Director of the Company.

07-Sep-16 Kewal Kiran Clothing Ltd. Annual General Meeting Management Re-appointment of M/s. Jain and Trivedi, as Statutory Auditors and fixing their remuneration For Abstain The current Auditors, M/s. Jain & Trivedi have been associated with the Company for more than 11 years. Provisions of the

Companies Act, 2013 state that Auditors should not have tenure of over 10 years

07-Sep-16 Kewal Kiran Clothing Ltd. Annual General Meeting Management Re-appointment of M/s. N.A. Shah Associates LLP, as Joint Statutory Auditors and fixing their

remuneration For Abstain The current Auditors, M/s. N. A. Shah Associates have been associated with the Company for more than 11 years. Provisions of

the Companies Act, 2013 state that Auditors should not have tenure of over 10 years

07-Sep-16 UNITED BREWERIES LTD Annual General Meeting Management Adoption of accounts For Abstain Board Best suited

07-Sep-16 UNITED BREWERIES LTD Annual General Meeting Management Declare dividend For For Good policy to pay divided to shareholders

07-Sep-16 UNITED BREWERIES LTD Annual General Meeting Management Re-appointment of Mr. A K Ravi Nedungadi as Director, liable to retire by rotation For For President and Group CFO, UB Group .

Wide experience in Finance and various corporate actions like domestic and international acquisitions, mergers. No other

concern identified.

07-Sep-16 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

07-Sep-16 UNITED BREWERIES LTD Annual General Meeting Management Continuation of Mr. Henricus Petrus van Zon as Director & Chief Financial Officer from January 01, 2016

to August 31, 2016 For For Executive Director, United Breweries Ltd. Over 3 decades’ experience of a professional in finance and general management. Pay

in line with industry performance.

07-Sep-16 UNITED BREWERIES LTD Annual General Meeting Shareholder Appointment of Mr. Steven Bosch as Director, not liable to retire by rotation For For The Company has placed absolute cap on the remuneration to be paid to Mr. Bosch. No concern has been identified regarding

his profile

07-Sep-16 UNITED BREWERIES LTD Annual General Meeting Management Appointment of Mr. Steven Bosch as Director & Chief Financial Officer for a term of three years from

September 01, 2016 to August 31, 2019

For For Steven Bosch has over 15 years of experience in the fields of finance, investment banking

and business development. He is proposed to be appointed as CFO and Executive

Director effective 1 September 2016. Prior to joining

07-Sep-16 HSIL LIMITED Annual General Meeting Management 1a Adoption of accounts . 1b Adoption of consolidated financial statements for the year ended 31 March

2016 For Abstain Board Best suited

07-Sep-16 HSIL LIMITED Annual General Meeting Management Declare dividend For For Good policy to pay divided to shareholders

07-Sep-16 HSIL LIMITED Annual General Meeting Management Reappoint Rajendra Kumar Somany as Chairperson and Managing Director For For Chairperson and Managing Director

07-Sep-16 HSIL LIMITED Annual General Meeting Management Reappoint Walker Chandiok & Co LLP as statutory auditors for FY17 and fix their remuneration For For Walker Chandiok & Co. LLP has been statutory auditor of HSIL Limited for the last 14 years at least. Companies act gives three

years’ time to comply with the changes.

07-Sep-16 HSIL LIMITED Annual General Meeting Management Adopt a new set of Articles of Association to comply with provisions of Companies Act, 2013 For For The existing AoA were based on the Companies Act 1956 and several clauses/regulations in the existing AOA contain references

to specific Sections of the Companies Act 1956 which are no longer in force.

07-Sep-16 HSIL LIMITED Annual General Meeting Management Reappoint and re-designate Sandip Somany as Vice Chairperson and MD for five years (till 30 November

2021) and fix his remuneration

For For He is currently Joint MD of HSIL Limited and has 31 years of experience in the glass and ceramic industry. Though proposed

remuneration is high .

07-Sep-16 CHENNAI PETROLEUM CORPORATION LIMITED Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year ended 31 March 2016 For For Routine Resolution

07-Sep-16 CHENNAI PETROLEUM CORPORATION LIMITED Annual General Meeting Management Declare dividend on 6.65% Redeemable Cumulative Non-Convertible Preference Shares For For CPCL proposes to pay Rs. 345.2 mn dividend on Rs. 10.0 bn of Redeemable Cumulative Non-Convertible Preference Shares,

issued to Indian Oil Corporation Limited.

07-Sep-16 CHENNAI PETROLEUM CORPORATION LIMITED Annual General Meeting Management Declare dividend of Rs.4.0 per equity share (face value of Rs.10.0 each) For For The company proposes a dividend per share of Rs. 4.0 in FY16. The payout ratio is 14.8%. No dividend was given to

shareholders in FY15.

07-Sep-16 CHENNAI PETROLEUM CORPORATION LIMITED Annual General Meeting Management Reappoint B. Ashok as Non-Executive Non-Independent Director For For B. Ashok serves as the Chairperson of Indian Oil Corporation Limited, which is CPCL’s parent company. His reappointment is in


07-Sep-16 CHENNAI PETROLEUM CORPORATION LIMITED Annual General Meeting Management Reappoint U. Venkata Ramana as Whole Time Director For For U. Venkata Ramana is a Whole Time Director of the company. He has over three decades of experience in Refinery Operations

and Process Monitoring. His reappointment is in line with the statutory requirements.

07-Sep-16 CHENNAI PETROLEUM CORPORATION LIMITED Annual General Meeting Shareholder Appoint K.M. Mahesh as a Non-Executive Non-Independent Director For For K. M. Mahesh is the Deputy Secretary of the Ministry of Petroleum & Natural Gas, Government of India. He is being appointed

on the board as a Government representative. His appointment is in line with all statutory requirements.

07-Sep-16 CHENNAI PETROLEUM CORPORATION LIMITED Annual General Meeting Management Approve remuneration for M. Krishnaswamy & Associates, as cost auditor for FY17 For For The remuneration of Rs. 0.2 mn proposed to be paid to the cost auditor in FY17 is reasonable compared to the size and scale of

operations.

07-Sep-16 CHENNAI PETROLEUM CORPORATION LIMITED Annual General Meeting Management Taking note of improvement in the networth of the company which is more than 50% of the peak

networth during the immediately preceding four financial years

For For In FY15, on account of accumulated losses, the networth had eroded to Rs. 16.5 bn from a peak of Rs. 37.9 bn over the

preceding four years. The company, previously reporting networth of Rs. 16.5 bn in FY15, now reports an augmented networth

of Rs. 33.0 bn in FY16. Owing to an increase in networth in FY16, the company is not required to report to the Board for

Industrial and Financial reconstruction (‘BIFR’) in this regard.

07-Sep-16 SHOPPERS' STOP LTD Postal Ballot Management Reappoint Govind Shrikhande as Managing Director for a period of three years w.e.f. 29 July 2016 and

fix his remunerationFor For Govind Shrikhande, 52, is a graduate of textile technology from Veermata Jijabai Technological Institute (VJTI), Mumbai and

holds a management degree from Symbiosis Institute of Management, Pune. He joined the company in 2001 and has been

instrumental in the expansion and growth of Shoppers Stop during this period. Proposed remuneration is in line with industry.

08-Sep-16 VEDANTA LIMITED Postal Ballot Management To approve the proposed Scheme of Arrangement of Cairn India Limited with Vedanta Limited For For The measure would strengthen financial position of the company by enhancing cash fungibility with the subsidiary.

08-Sep-16 VEDANTA LIMITED Postal Ballot Management To approve the reduction of capital of the Company by an adjustment against / utilisation of the

securities premium account of the Company and other related mattersFor For Required for the scheme of arrangement.

08-Sep-16 MARUTI SUZUKI INDIA LIMITED Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year ended 31 March 2016 For For Routine Resolution

08-Sep-16 MARUTI SUZUKI INDIA LIMITED Annual General Meeting Management Declare dividend of Rs.35 per share (FV Rs.5) For For Good practice to distribute part of profits to shareholders; income for the fund.

08-Sep-16 MARUTI SUZUKI INDIA LIMITED Annual General Meeting Management Reappoint R.C Bhargava as Non-Executive Non-Independent Director For For His reappointment is in line with all the statutory requirements.

08-Sep-16 MARUTI SUZUKI INDIA LIMITED Annual General Meeting Management Reappoint Kazuhiko Ayabe as Non-Executive Non-Independent Director For For His reappointment is in line with all the statutory requirements.

08-Sep-16 MARUTI SUZUKI INDIA LIMITED Annual General Meeting Management Appoint Deloitte Haskins & Sells LLP as statutory auditors for five years For For Deloitte Haskins & Sells LLP is replacing Price Waterhouse as the statutory auditors. Their appointment is in line with the


08-Sep-16 MARUTI SUZUKI INDIA LIMITED Annual General Meeting Management Reappoint Kenichi Ayukawa as Managing Director and CEO and fix his remuneration for a period of

three years w.e.f 1 April 2016For For His proposed remuneration of ~Rs.39.5 is in line with peers and commensurate with the size and scale of operations. As a good

governance practice, the company has capped the commission payable to him each year.

08-Sep-16 MARUTI SUZUKI INDIA LIMITED Annual General Meeting Management Reappoint Toshiaki Hasuike as Joint MD and fix his remuneration for a period of three years w.e.f 27

April 2016For For His proposed pay of Rs.34.1 mn is in line with peers and is commensurate with the size and scale of operations. As a good

governance practice, the company has capped the commission payable to him each year.

08-Sep-16 MARUTI SUZUKI INDIA LIMITED Annual General Meeting Management Fix remuneration of Rs.0.2 mn for R.J. Goel & Co, as cost auditor for FY17 For For The remuneration of Rs.0.2 mn proposed to be paid to the cost auditor in FY17 is reasonable compared to the size and scale of

operations

08-Sep-16 FINOLEX CABLES LTD Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For For Routine and mandatory resolution.

08-Sep-16 FINOLEX CABLES LTD Annual General Meeting Management To declare dividend of equity share For For The total dividend outflow including dividend tax for FY16 is Rs.460.2 mn. The dividend payout ratio for FY16 is 18.5%.

Page 35

08-Sep-16 FINOLEX CABLES LTD Annual General Meeting Management Reappoint Ms. Namita V Thapar as Non-Executive Non-Independent Director For For Ms. Namita V Thapar is the CFO and Executive Board member of Emcure Pharmaceutical Limited. She retires by rotation, and

her reappointment is in line with the statutory requirements.

08-Sep-16 FINOLEX CABLES LTD Annual General Meeting Management Reappoint B. K. Khare & Co as statutory auditors for FY17 and fix their remuneration For abstain B. K. Khare & Co have been Finolex’s statutory auditors for 27 years. We expect auditors to be rotated at least once every 10

years. The reappointment is not in the spirit of Section 139 of the Companies Act 2013.

08-Sep-16 FINOLEX CABLES LTD Annual General Meeting Management Approve remuneration of Rs.0.5 mn for Joshi Apte & Associates as cost auditors for FY17 For For The total remuneration proposed to be paid to the cost auditors in FY17 is reasonable compared to the size and scale of the

company’s operations

08-Sep-16 FINOLEX CABLES LTD Annual General Meeting Management Approve private placement of securities aggregating Rs.1.5 bn by way of redeemable non-convertible

debentures (NCDs)For For The proposed NCDs will be issued within the overall borrowing limits. Finolex’s NCDs are rated CRISIL AA+ / Stable, which

denotes high degree of safety regarding timely servicing of financial obligations.

08-Sep-16 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 CFOFPL is 50:50 joint venture between Finolex and Corning Ventures France SAS. The proposed transaction to be carried out is

in the ordinary course of business

08-Sep-16 HINDUSTAN PETROLEUM CORPORATION LTD Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year ended 31 March 2016 For For Routine Resolution

08-Sep-16 HINDUSTAN PETROLEUM CORPORATION LTD Annual General Meeting Management Confirm interim dividend of Rs. 18.5 and declare final dividend of Rs. 16.0 per equity share (face value

Rs. 10.0) for FY16

For For Good for equity share holders

08-Sep-16 HINDUSTAN PETROLEUM CORPORATION LTD Annual General Meeting Management Reappoint Pushp Kumar Joshi as Whole Time Director For For He retired by rotation and his reappointment is in line with the statutory requirements.

08-Sep-16 HINDUSTAN PETROLEUM CORPORATION LTD Annual General Meeting Management Reappoint Y.K. Gawali as Whole Time Director For For Y.K. Gawali is Director, Marketing. He has been a Whole Time Director on the board as since 10 October 2014. His


08-Sep-16 HINDUSTAN PETROLEUM CORPORATION LTD Annual General Meeting Management Increase remuneration for Joint Statutory Auditors for FY17 to Rs. 4.1 mn For For The company proposes to increase their remuneration in FY17 to Rs. 4.1 mn, which is reasonable compared to the size and

scale of operations.

08-Sep-16 HINDUSTAN PETROLEUM CORPORATION LTD Annual General Meeting Shareholder Appoint J. Ramaswamy as Whole Time Director For For His appointment is in line with the statutory requirements.

08-Sep-16 HINDUSTAN PETROLEUM CORPORATION LTD Annual General Meeting Shareholder Appoint Ram Niwas Jain as an Independent Director For For His appointment is in line with the statutory requirements.

08-Sep-16 HINDUSTAN PETROLEUM CORPORATION LTD Annual General Meeting Shareholder Appoint Ms. Urvashi Sadhwani as a Non-Executive Non-Independent Director For For His appointment is in line with the statutory requirements.

08-Sep-16 HINDUSTAN PETROLEUM CORPORATION LTD Annual General Meeting Shareholder Appoint Mukesh Kumar Surana as Chairperson and Managing Director For For His appointment is in line with the statutory requirements.

08-Sep-16 HINDUSTAN PETROLEUM CORPORATION LTD Annual General Meeting Management Ratify remuneration of Rs.0.295 mn payable to R Nanabhoy & Co and Rohit J Vora as cost auditors of the

company for FY17

For For The proposed remuneration of Rs 0.295 mn (excluding tax and reimbursement) for the cost auditors is reasonable compared to


08-Sep-16 HINDUSTAN PETROLEUM CORPORATION LTD Annual General Meeting Management Approve related party transactions (RPT) with HPCL Mittal Energy Limited (HMEL) of Rs 539.3 bn for FY17 For For HPCL has confirmed that the transactions with HMEL will be at arm’s length and are in the ordinary course of business.

08-Sep-16 HINDUSTAN PETROLEUM CORPORATION LTD Annual General Meeting Management Amend Articles of Association (AoA) to increase the maximum number of directors from 15 to 20 For For Ensure more breadth in decision making.

08-Sep-16 HINDUSTAN PETROLEUM CORPORATION LTD Annual General Meeting Management Increase the authorized share capital from Rs. 3.5 bn to Rs.25 bn and consequently amend the

Memorandum of Association and the Articles of AssociationFor For The increase in authorized share capital is being proposed to facilitate the bonus share issue (resolution 14).

08-Sep-16 HINDUSTAN PETROLEUM CORPORATION LTD Annual General Meeting Management Issue of bonus shares in the ratio of 2:1 through capitalization of securities premium account and/or

general reserves of Rs. 6.77 bnFor For The objective of the issuance is to increase the liquidity of the equity shares traded in the secondary market and encourage the

participation of small investors. The new equity shares will rank pari-passu in all respects with the existing equity shares of the

company

08-Sep-16 VEDANTA LIMITED Court Meeting Management To approve the proposed Scheme of Arrangement of Cairn India Limited with Vedanta Limited For For The measure would strengthen financial position of the company by enhancing cash fungibility with the subsidiary.

08-Sep-16 Talwalkars Better Value Fitness Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For Abstain Board Best suited

08-Sep-16 Talwalkars Better Value Fitness Annual General Meeting Management Declaration of Dividend For For Good policy to pay divided to shareholders

08-Sep-16 Talwalkars Better Value Fitness Annual General Meeting Management Re-appointment of Mr. Girish Talwalkar a Director liable to retire by rotation For For Compliant with law, no concern identified

08-Sep-16 Talwalkars Better Value Fitness Annual General Meeting Management Re-Appointment of Mr. Anant Gawande as a Director liable to retire by rotation For For Compliant with law, no concern identified

08-Sep-16 Talwalkars Better Value Fitness Annual General Meeting Management Appointment of Auditor For For Compliant with law, no concern identified

08-Sep-16 Talwalkars Better Value Fitness Annual General Meeting Management Issue of non-Convertible Debentures For For This is an enabling resolution. As the securities proposed to be issued are not convertible into equity shares, hence they will not

cause any dilution to the shareholding of existing shareholders

08-Sep-16 Phoenix Mills Ltd. Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For For Board Best suited

08-Sep-16 Phoenix Mills Ltd. Annual General Meeting Management To declare final dividend For For Good policy to pay divided to shareholders

08-Sep-16 Phoenix Mills Ltd. Annual General Meeting Management To appoint a Director in place of Mr. Pradumna Kanodia who retires by rotation and being eligible, has

offered himself for re-appointment

For For Director- Finance - Phoenix Mill Ltd. B.Com., CA, CS, PGDM in Sales & Marketing Management 15 years of experience with

Phoenix Group

08-Sep-16 Phoenix Mills Ltd. Annual General Meeting Management APPOINTMENT OF AUDITORS For For The Act and the Rules thereunder provide a transition period of 3 years in certain cases.

08-Sep-16 Phoenix Mills Ltd. Annual General Meeting Management Re-appointment of Mr. Pradumna Kanodia as Director Finance for a term of 5 years effect from 28th

April, 2016 without payment of remuneration from the Company

For For No concern has been identified in the profile, time commitment and attendance performance

08-Sep-16 Phoenix Mills Ltd. Annual General Meeting Management Re-appointment of Mr. Shishir Shrivastava as Director Finance for a term of 5 years with effect from

30th July, 2016 without payment of remuneration from the CompanyFor For Joint Managing Director - Phoenix Mill Ltd. Served the Phoenix Group for past 12 years in various capacities No concern has

been identified in the profile, time commitment and attendance performance

08-Sep-16 ASTRAL POLY TECHNIK LTD. Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For For Routine and mandatory resolution.

08-Sep-16 ASTRAL POLY TECHNIK LTD. Annual General Meeting Management Confirm interim dividend of Rs.0.4 per share (face value Re.1.0 each) For For The total dividend (including dividend tax) amounts to Rs.57.7 mn. Although the dividend payout ratio has improved over a

three year period to 8.0% in FY16, it continues to remain low.

08-Sep-16 ASTRAL POLY TECHNIK LTD. Annual General Meeting Management Reappoint Kyle A. Thompson as a director For Abstain Kyle A. Thompson has attended 14% of the board meetings held in FY16 and 20% over a three-year period. We expect directors

to take their responsibilities seriously and attend all meetings.

08-Sep-16 ASTRAL POLY TECHNIK LTD. Annual General Meeting Management Ratify Deloitte Haskins & Sells as statutory auditors for one year For For Deloitte Haskins & Sells has been auditing the company’s accounts for the past nine years. The ratification follows Section 139

of the Companies Act 2013

08-Sep-16 ASTRAL POLY TECHNIK LTD. Annual General Meeting Management Fix remuneration to cost auditor, V. H. Savaliya & Associates, at Rs.0.1 mn for FY17 For For Payment to cost auditors for FY17 aggregates Rs.0.1 mn (excluding service tax and reimbursement of out-of-pocket expenses)


08-Sep-16 Oil and Natural Gas Corporation Limited Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year ended 31 March 2016 For For Routine Resolution

08-Sep-16 Oil and Natural Gas Corporation Limited Annual General Meeting Management Confirm the interim dividend of Rs and declaration of final dividend . For For Good for equity share holders

08-Sep-16 Oil and Natural Gas Corporation Limited Annual General Meeting Management Reappoint TK Sengupta as Director, liable to retire by rotation For For TK Sengupta is Director – Offshore. He retires by rotation and his reappointment is in line with the statutory requirements.

08-Sep-16 Oil and Natural Gas Corporation Limited Annual General Meeting Management Fix the remuneration of statutory auditors for FY2016-17 appointed by the Comptroller and Auditor-

General of India (CAG)For For The total audit fees of Rs.26.4 mn in FY16 (excluding tax and reimbursements), compared to Rs.25.0 mn in FY15, is

commensurate with the size and complexity of the company: we expect audit fees in FY17 to be in same range.

08-Sep-16 Oil and Natural Gas Corporation Limited Annual General Meeting Shareholder Appoint AK Srinivasan as Director (Finance) with effect from 23 September 2015 and fix his

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

08-Sep-16 Oil and Natural Gas Corporation Limited Annual General Meeting Shareholder Appoint Ajai Malhotra as Independent Director (Part Time Non-Official Director) for three years with

effect from 20 November 2015

For For Ajai Malhotra is the former Indian Foreign Service (IFS) officer. His appointment is in line with all statutory requirements.

08-Sep-16 Oil and Natural Gas Corporation Limited Annual General Meeting Shareholder Appoint SB Kedare as Independent Director (Part Time Non-Official Director) for three years with effect

from 20 November 2015For For SB Kedare is Professor at IIT – Mumbai. His appointment is in line with all statutory requirements.

08-Sep-16 Oil and Natural Gas Corporation Limited Annual General Meeting Shareholder Appoint KM Padmanabhan as Independent Director (Part Time Non-Official Director) for three years

with effect from 20 November 2015

For For KM Padmanabhan is a Senior Partner at Srinivas & Padmanabhan, Chartered Accountants. His appointment is in line with all


08-Sep-16 Oil and Natural Gas Corporation Limited Annual General Meeting Shareholder Appoint AP Sawhney as Nominee Director of Government of India For For AP Sawhney is an IAS officer and an Additional Secretary of Ministry of Petroleum and Natural Gas (MoP&NG). He was

appointed as Nominee of Government of India on 2 January 2016. His appointment is in line with all statutory requirements.

Page 36

08-Sep-16 Oil and Natural Gas Corporation Limited Annual General Meeting Shareholder Appoint Amar Nath as Nominee Director of Government of India For For Amar Nath is an IAS officer and Joint Secretary (Exploration) of MoP&NG. He was appointed as the Nominee Director of

Government of India on 28 June 2016. His appointment is in line with the statutory requirements.

08-Sep-16 Oil and Natural Gas Corporation Limited Annual General Meeting Management Ratify remuneration of Rs.325,000 payable to six Joint Cost Auditors for FY17 For For The total remuneration proposed to be paid to the cost auditors in FY17 is reasonable compared to the size and scale of

operations.

08-Sep-16 LARSEN & TOUBRO INFOTECH LIMITED Postal Ballot Management Ratify the Larsen & Toubro Infotech Limited (LTITL) Employee Stock Option Scheme 2015 (ESOP Scheme

2015)

For Abstain Under the ESOP scheme 2015, a maximum of 8.1 mn stock options can be granted (3.2 mn options have been granted till 14 July

2016). Since LTITL has issued options under this scheme at face value in the past, we believe it will continue to do so. At current

market price, cost of the scheme will be around Rs. 5.5 bn. Assuming a grant period of 5 years, LTITL will expense Rs. 1.1 bn per

annum (11.7% of the FY16 PAT). The scheme is also to be extended to employees of the parent company, Larsen & Toubro

Limited (L&T). LTITL has issued stock options to L&T’s employees in the past, and the company is unable to confirm that it will

stop doing so following its listing.

09-Sep-16 P I INDUSTRIES LTD Annual General Meeting Management Adopt the standalone and consolidated financial statements for the year ended 31March 2016 For For Routine Resolution

09-Sep-16 P I INDUSTRIES LTD Annual General Meeting Management Confirm interim dividend of Rs.3.1 per share (face value of Re.1.0 each) For For Good for equity holders

09-Sep-16 P I INDUSTRIES LTD Annual General Meeting Management Reappoint Rajnish Sarna as a director For For Rajnish Sarna, 47, is a Whole-time Director and the Chief Financial Officer (CFO). He retired by rotation and his reappointment is

in line with all statutory requirements.

09-Sep-16 P I INDUSTRIES LTD Annual General Meeting Management Reappoint S. S. Kothari Mehta & Co. as statutory auditors for one year For For Maintain continuity

09-Sep-16 P I INDUSTRIES LTD Annual General Meeting Shareholder Appoint Ravi Narain as an Independent Director for three years effective 9 September 2016 For For Ravi Narain, 61, is the Co-founder and Former Managing Director and Chief Executive Officer of National Stock Exchange of

India Limited. His appointment is in line with all statutory requirements.

09-Sep-16 P I INDUSTRIES LTD Annual General Meeting Management Fix remuneration to cost auditors, K. G. Goyal & Co., at Rs.0.3 mn for FY17 For For Remuneration of Rs.275,000 (plus applicable taxes and reimbursement of out of pocket expenses) to be paid to the cost

auditors in FY17 is reasonable compared to the size and scale of operations.

10-Sep-16 UJJIVAN FINANCIAL SERVICES PRIVATE LIMITED Postal Ballot Management Authorization to transfer business to Ujjivan Small Finance Bank Limited For For Business Purpose

10-Sep-16 UJJIVAN FINANCIAL SERVICES PRIVATE LIMITED Postal Ballot Management Authorisation to enter related party transaction with Ujjivan Small Finance Bank Limited For For Business Purpose

10-Sep-16 UJJIVAN FINANCIAL SERVICES PRIVATE LIMITED Postal Ballot Management Alteration of objects clause of memorandum of association of the company For For Business Purpose

10-Sep-16 UJJIVAN FINANCIAL SERVICES PRIVATE LIMITED Postal Ballot Management Issue of secured or unsecured rated, listed and redeemable non-convertible debentures (the

debentures) on a private placement basis


10-Sep-16 UJJIVAN FINANCIAL SERVICES PRIVATE LIMITED Postal Ballot Management Appointment of Mr. Abhijit Sen, non-executive director as the independent director of the company For For No concern has been identified

10-Sep-16 RELIANCE CAPITAL LTD Court Meeting Management Consideration of the proposed scheme of Arrangement for Demerger of Commercial Finance Division of

the company into its wholly owned subsidiary Reliance Commercial Finance Ltd. (formerly Reliance Gilts

Ltd)


11-Sep-16 CAIRN INDIA LIMITED Postal Ballot Management Merger of Cairn India Ltd with Vedanta Ltd For For The revised terms of the merger includes one equity share and four 7.5% redeemable preference shares (FV Rs.10 each) of

Vedanta Ltd (Vedanta) for one share held in Cairn. Including the preference shares, Cairn shareholders will get ~9% premium to

the share price on the date of announcement of the merger (22 July 2016).

11-Sep-16 BHARAT ELECTRONICS LTD Postal Ballot Management Buyback of upto 16.6 mn equity shares at Rs. 1305 per share (face value Rs.10) through a tender offer For For Return of cash to shareholders.

12-Sep-16 BAYER CROP SCIENCE LTD Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For For Routine Resolution

12-Sep-16 BAYER CROP SCIENCE LTD Annual General Meeting Management To declare dividend For For Good for equity share holders

12-Sep-16 BAYER CROP SCIENCE LTD Annual General Meeting Management Reappoint Peter Mueller as Non-Executive Non-Independent Director For For Peter Mueller has attended 50% of the board meetings held in FY16 and over a three-year period. Ensure continuity.

12-Sep-16 BAYER CROP SCIENCE LTD Annual General Meeting Management Reappoint Price Waterhouse as statutory auditors for FY17 For For Ensure continuity.

12-Sep-16 BAYER CROP SCIENCE LTD Annual General Meeting Shareholder Appoint Ulrich Stefer as Whole-time Director and CFO for five years from 1 April 2016 and fix his

remuneration

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

12-Sep-16 BAYER CROP SCIENCE LTD Annual General Meeting Shareholder Appoint Pankaj Patel as an Independent Director for five years from 12 September 2016 For For Pankaj Patel is the Chairperson and Managing Director of Cadila Healthcare Limited. He is the Chairperson of Bayer. He was

appointed as an Additional Director on 5 July 2016. His appointment is in line with the statutory requirements.

12-Sep-16 BAYER CROP SCIENCE LTD Annual General Meeting Management Approve remuneration of Rs.0.5 mn for N. I. Mehta & Co as cost auditors for FY17 For For The total remuneration proposed to be paid to the cost auditors in FY17 is reasonable compared to the size and scale of the


12-Sep-16 BAYER CROP SCIENCE LTD Annual General Meeting Management Approve related party transactions with Bayer BioScience Private Limited upto Rs.8.0 bn For For The transactions include purchase of goods (seeds variety), sale of goods, professional and support services, recoveries, rent

income/ expenses, services, loan and other obligations. In FY16, the value of such transactions was Rs.3.8 bn. Bayer has product

expertise in agro-chemicals and a wide distribution and marketing network, which will help the company enter into the

distribution market of high quality seeds developed by BBPL. The proposed transactions to be carried out are at arm’s length

and in the ordinary course of business.

12-Sep-16 BAYER CROP SCIENCE LTD 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, 2013For For Bayer 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.

12-Sep-16 UNICHEM LABORATORIES LTD. Postal Ballot Management Create mortgage/charge on the assets up to Rs.5.0 bn For For Borrowing would not exceed the earlier approved limits and creation of charge allows easier repayment terms, less restrictive

covenants and marginally lower interest rate

12-Sep-16 CAIRN INDIA LIMITED Court Meeting Management Merger of Cairn India Ltd with Vedanta Ltd For For The revised terms of the merger includes one equity share and four 7.5% redeemable preference shares (FV Rs.10 each) of

Vedanta Ltd (Vedanta) for one share held in Cairn. Including the preference shares, Cairn shareholders will get ~9% premium to

the share price on the date of announcement of the merger (22 July 2016). Cairn shareholders will benefit from a low cost and

longer life assets. Although there is a concern on the cash reserves of Cairn India that will be used to refinance Vedanta’s debt,

we note that refinancing is not a problem for ‘AA’ rated companies like Vedanta: 33 ‘AA’ rated companies raised Rs.158 bn of

debt between January and August 2016. This is not the sole reason of the proposed merger.

12-Sep-16 THYROCARE TECHNOLOGIES LTD Annual General Meeting Management Adopt standalone and consolidated financial statements for the year ended 31 March 2016 For For Routine Resolution

12-Sep-16 THYROCARE TECHNOLOGIES LTD Annual General Meeting Management Confirm aggregate interim dividend of Rs.7.5 per share and declare final dividend of Rs 2.5 per share For For Routine Resolution

12-Sep-16 THYROCARE TECHNOLOGIES LTD Annual General Meeting Management Reappoint A Sundararaju Singh as a Director For For Reappointment is in-line with Companies Act, 2013

12-Sep-16 THYROCARE TECHNOLOGIES LTD Annual General Meeting Management Ratify appointment of M/s B S R & Co. LLP as statutory auditors for FY17 and fix their remenuration For For Appointment is in line with Companies Act, 2013 & remuneration is inline with scope of work

12-Sep-16 THYROCARE TECHNOLOGIES LTD Annual General Meeting Management Ratify remuneration to cost auditor, S. Thangavelu For For Remuneration is in line with scope of work

12-Sep-16 THYROCARE TECHNOLOGIES LTD Annual General Meeting Management Grant ESOPs to eligible employees to be excercised as per the rules of the relevant schemes For For Company proposes to issue only 50,537 shares which would lead to a dilution of 0.09% only

13-Sep-16 Whirlpool of India Ltd. Annual General Meeting Management Adoption of accounts For Abstain Board Best suited

13-Sep-16 Whirlpool of India Ltd. Annual General Meeting Management Re-appointment of Mr. Arvind Uppal, as Director who retires by rotation For For ED – Whirlpool of India Ltd 18 years of experience with Nestle India. Over 27 years of experience in Business Development,

International Marketing and General Management No concern has been identified regarding the profile, remuneration,

attendance performance, time commitments

13-Sep-16 Whirlpool of India Ltd. Annual General Meeting Management Reappoint SR Batliboi & Co. LLP as statutory auditors For Abstain Board Best Suited

13-Sep-16 Whirlpool of India Ltd. Annual General Meeting Management Ratify the payment of remuneration to RJ Goel & Co., Cost Auditors, for FY16 For For In Line with industry

13-Sep-16 Whirlpool of India Ltd. Annual General Meeting Management Revision of remuneration payable to Mr. Arvind Uppal, Chairman & Executive Director for a period of

three years effective from 1st April 2016

For For He has over 26 years of Experience in business development, international mark eting and general management. Prior to

Whirlpool he was with Nestle in India and overseas. No concern has been identified; remuneration is in line with industry

practice.

Page 37

13-Sep-16 Whirlpool of India Ltd. Annual General Meeting Management Revision of remuneration payable to Mr. Sunil D’Souza, Managing Director for a period of three years

effective from 1st April 2016

For For No concern has been identified; remuneration is in line with industry practice.

13-Sep-16 Whirlpool of India Ltd. Annual General Meeting Management Revision of remuneration payable to Mr. Anil Berera, Executive Director For For No concern has been identified; remuneration is in line with industry practice.

13-Sep-16 Whirlpool of India Ltd. Annual General Meeting Management Revision of remuneration payable to Mr. Vikas Singhal, Executive Director For For No concern has been identified; remuneration is in line with industry practice.

13-Sep-16 GULF OIL LUBRICANTS INDIA LIMITED Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For For Routine Resolution

13-Sep-16 GULF OIL LUBRICANTS INDIA LIMITED Annual General Meeting Management Declare final dividend For For Good for equity share holders

13-Sep-16 GULF OIL LUBRICANTS INDIA LIMITED Annual General Meeting Management Reappoint Sanjay G. Hinduja as Non-Independent, Non-Executive Director, liable to retire by rotation For For Sanjay G. Hinduja is the Chairperson. He retired by rotation and his reappointment is in line with all statutory requirements.

13-Sep-16 GULF OIL LUBRICANTS INDIA LIMITED Annual General Meeting Management Reappoint Price Waterhouse as auditors for one year For For Price Waterhouse are the statutory auditors of the company since 2015. The proposed reappointment is line with our Voting

Policy on Auditor (Re)Appointments and the provisions of Section 139 of the Companies Act 2013.

13-Sep-16 GULF OIL LUBRICANTS INDIA LIMITED Annual General Meeting Shareholder Appoint Shom A. Hinduja as Non-Executive Non-Independent Director, liable to retire by rotation For For Ensure Continuity.

13-Sep-16 GULF OIL LUBRICANTS INDIA LIMITED Annual General Meeting Management Ratify remuneration of Rs.275,000 payable to Dhananjay V. Joshi & Associates, Cost Accountants, for

FY17

For For The proposed remuneration is reasonable compared to the size and scale of operations.

13-Sep-16 CONTAINER CORPORATION OF INDIA LTD. Annual General Meeting Management Adoption of Annual Accounts as on March 31, 2016 For For Routine and mandatory resolution.

13-Sep-16 CONTAINER CORPORATION OF INDIA LTD. Annual General Meeting Management Confirmation of payment of Interim Dividend and Declaration of Final Dividend payable to members For For The total dividend payment for the year 2015-16 will be ₹ 263.21 crores (Excluding dividend distribution tax ₹ 53.58 crore). The

Company has sufficient Liquid assets to pay the dividend

13-Sep-16 CONTAINER CORPORATION OF INDIA LTD. Annual General Meeting Management Reappointment of Shri Anil Kumar Gupta, Chairman and Managing Director For For Anil Gupta is the Chairperson and Managing Director of the company. He retires by rotation, and his reappointment is in line

with the statutory requirements.

13-Sep-16 CONTAINER CORPORATION OF INDIA LTD. Annual General Meeting Management Reappoint Dr. P Alli Rani as an Executive Director For For She retires by rotation, and her reappointment is in line with the statutory requirements.

13-Sep-16 CONTAINER CORPORATION OF INDIA LTD. Annual General Meeting Management Ratify the remuneration and appointment of statutory auditor for FY16 appointed by the Comptroller

and Auditor-General of India (CAG)For For Kumar Vijay Gupta & Co was appointed as statutory auditor for FY16 by the Comptroller & Auditor General of India (CAG).

Kumar Vijay Gupta & Co have been CONCOR’s statutory auditors for 3 years.

13-Sep-16 CONTAINER CORPORATION OF INDIA LTD. Annual General Meeting Management Appoint Kamlesh Shivji Vikamsey as an Independent Director for a period of three years from 5 April

2016


13-Sep-16 CONTAINER CORPORATION OF INDIA LTD. Annual General Meeting Management Appoint Maj. Gen. (Retd.) Raj Krishan Malhotra as an Independent Director for a period of three years

from 5 April 2016


13-Sep-16 CONTAINER CORPORATION OF INDIA LTD. Annual General Meeting Management Appoint Sanjeev S. Shah as an Independent Director for a period of three years from 5 April 2016 For For His appointment is in line with the statutory requirements.

13-Sep-16 CONTAINER CORPORATION OF INDIA LTD. Annual General Meeting Management Appoint S. K. Sharma as Non-Executive Non-Independent Director (Government Nominee) For For His appointment is in line with the statutory requirements.

13-Sep-16 CONTAINER CORPORATION OF INDIA LTD. Annual General Meeting Management Appoint Sanjay Bajpai as Non-Executive Non-Independent Director (Government Nominee) For For His appointment is in line with the statutory requirements.

13-Sep-16 CONTAINER CORPORATION OF INDIA LTD. Annual General Meeting Management Appoint Pradip Kumar Agrawal as Director (Domestic Division) for five years from 1 July 2016 and fix his

remuneration For For Pradip Kumar Agrawal was appointed as a Director by the Ministry of Railways. He is liable to retire by rotation. His appointment

is in the pay scale of Rs. 75,000 - Rs. 100,000 per month.

13-Sep-16 CONTAINER CORPORATION OF INDIA LTD. Annual General Meeting Management Appoint Sanjay Swarup as Director (International Marketing and Operations) for five years from 1

September 2016 and fix his remuneration For For Sanjay Swarup will be appointed as a Director by the Ministry of Railways. He is liable to retire by rotation. His appointment is in

the pay scale of Rs. 75,000 - Rs. 100,000 per month

13-Sep-16 CONTAINER CORPORATION OF INDIA LTD. Annual General Meeting Management Increase the authorized share capital of the company from Rs.2.0 bn to Rs.4.0 bn For For The board has proposed to increase the authorized share capital of the company from the existing Rs.2.0 mn to Rs.4.0 bn

divided into 400 mn equity shares of Rs.10 each.

13-Sep-16 CONTAINER CORPORATION OF INDIA LTD. Annual General Meeting Management Amendment in capital clause V of the Memorandum of Association for the increase in authorized share

capital

For For The board has proposed to make appropriate alterations in the Memorandum of Association of the company to reflect the

increase in the authorized share capital of the company

13-Sep-16 CONTAINER CORPORATION OF INDIA LTD. Annual General Meeting Management Amendment in Article 5 of the Articles of Association for the increase in authorized share capital For For The board has proposed to make appropriate alterations in the Articles of Association of the company to reflect the increase in

the authorized share capital of the company

14-Sep-16 HINDALCO INDUSTRIES LTD Annual General Meeting Management Adoption of the Audited financial statements (including Audited Consolidated Financial Statements) for

the financial year ended 31st March, 2016


14-Sep-16 HINDALCO INDUSTRIES LTD Annual General Meeting Management Declaration of Dividend for the year ended 31st March, 2016 For For Dividend for shareholders

14-Sep-16 HINDALCO INDUSTRIES LTD Annual General Meeting Management Re-appointment of Smt. Rajashree Birla, Director retiring by rotation For For In line with statutory requirements

14-Sep-16 HINDALCO INDUSTRIES LTD Annual General Meeting Management Re-appointment of Mr. D. Bhattacharya, Director, retiring by rotation For For In line with statutory requirements

14-Sep-16 HINDALCO INDUSTRIES LTD Annual General Meeting Management Ratification of appointment of Statutory Auditors viz. M/s Singhi & Co For Abstain Singhi & Co. have been the company’s statutory auditors for the past 57 years. The reappointment is not in line the spirit of

Section 139 of the Companies Act 2013

14-Sep-16 HINDALCO INDUSTRIES LTD Annual General Meeting Management Ratification of the remuneration of the Cost Auditors viz. M/s Nanabhoy & Co. for the fi nancial year

ending 31st March, 2017For For In line with statutory requirements

14-Sep-16 HINDALCO INDUSTRIES LTD Annual General Meeting Management Approval for appointment of Mr. Girish Dave as an Independent Director For For In line with statutory requirements

14-Sep-16 HINDALCO INDUSTRIES LTD Annual General Meeting Management Approval for charging fees for delivery of documents through a particular mode to members For Abstain Inadequate information about reasons for charging fees

14-Sep-16 HINDALCO INDUSTRIES LTD Annual General Meeting Management Approval for offer or invitation to subscribe to Non-Convertible Debentures on a private placement

basisFor For In line with statutory requirements

14-Sep-16 HINDALCO INDUSTRIES LTD Annual General Meeting Management Approval for appointment of Mr. Satish Pai as the Managing Director For For In line with statutory requirements

14-Sep-16 HINDALCO INDUSTRIES LTD Annual General Meeting Management Approval for appointment of Mr. Praveen Kumar Maheshwari as the Whole time Director For For In line with statutory requirements

14-Sep-16 INDIAN OIL CORPORATION LTD Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year ended 31March 2016 For For Routine Resolution

14-Sep-16 INDIAN OIL CORPORATION LTD Annual General Meeting Management Confirm interim dividend of Rs.5.50 per share and declare final dividend of Rs.8.50 per share (Face

Value: Rs.10)For For Good for equity share holders

14-Sep-16 INDIAN OIL CORPORATION LTD Annual General Meeting Management Reappoint AK Sharma as Director, liable to retire by rotation For For AK Sharma is Director (Finance) of the company. His reappointment is in line with the statutory requirements.

14-Sep-16 INDIAN OIL CORPORATION LTD Annual General Meeting Shareholder Appoint BS Canth as Director (Marketing) with effect from 8 October 2015 and fix his remuneration For For BS Canth is a Post Graduate in Personnel Management & Industrial Relations and a Law Graduate. He joined Indian Oil in August

1983 and has over three decades of experience in the downstream petroleum industry. His appointment is in line with the


14-Sep-16 INDIAN OIL CORPORATION LTD Annual General Meeting Shareholder Appoint Subroto Bagchi as Independent Director for three years For For Subroto Bagchi is the co-founder Mindtree Ltd. His appointment is in line with the statutory requirements.

14-Sep-16 INDIAN OIL CORPORATION LTD Annual General Meeting Shareholder Appoint Sanjay Kapoor as Independent Director for three years For For Sanjay Kapoor is Chartered Accountant and a Managing Partner at Sanjay Yashpal Kapoor & Associates. His appointment is in


14-Sep-16 INDIAN OIL CORPORATION LTD Annual General Meeting Shareholder Appoint Parindu K Bhagat as Independent Director for three years For For Parindu K Bhagat is a legal practitioner in taxation and financial services. His appointment is in line with the statutory

requirements.

14-Sep-16 INDIAN OIL CORPORATION LTD Annual General Meeting Shareholder Appoint GK Satish as Director (Planning & Business Development) with effect from 1 September 2016

and fix his remuneration

For For GK Satish is a Mechanical Engineer from NIT, Surat and a Post Graduate in Management from MDI, Gurgaon. His appointment is

in line with the statutory requirements.

14-Sep-16 INDIAN OIL CORPORATION LTD Annual General Meeting Management Ratify remuneration of Rs.1.85 mn payable to Cost Auditors for FY17 For For The proposed remuneration is reasonable compared to the size and scale of operations.

14-Sep-16 INDIAN OIL CORPORATION LTD Annual General Meeting Management Issuance of debentures on a private placement basis aggregating upto Rs.120 bn For For The debentures issued will be within the overall borrowing limits of Rs.1,100 bn approved by the shareholders in August 2016

postal ballot.

14-Sep-16 GMR INFRASTRUCTURE LTD. Annual General Meeting Management Adoption of Audited financial statements (including consolidated financial statement) of the Company

for the financial year ended March 31, 2016

For For Routine resolution

14-Sep-16 GMR INFRASTRUCTURE LTD. Annual General Meeting Management Re-appointment of Mr. G. B. S. Raju as Director For For Good candidature

14-Sep-16 GMR INFRASTRUCTURE LTD. Annual General Meeting Management Re-appointment of M/s. S.R. Batliboi & Associates LLP, Chartered Accountants as Statutory Auditors of

the Company.For For Good candidature

14-Sep-16 GMR INFRASTRUCTURE LTD. Annual General Meeting Shareholder Appointment of Mr. Jayesh Desai as a Director of the Company. For For Good candidature

14-Sep-16 GMR INFRASTRUCTURE LTD. Annual General Meeting Shareholder Re-appointment of Mrs. Vissa Siva Kameswari as an Independent Director of the Company. For For Good candidature

Page 38

14-Sep-16 GMR INFRASTRUCTURE LTD. Annual General Meeting Shareholder Re-appointment of Mr. R.S.S.L.N. Bhaskarudu as an Independent Director of the Company. For For Good candidature

14-Sep-16 GMR INFRASTRUCTURE LTD. Annual General Meeting Shareholder Re-appointment of Mr. N.C. Sarabeswaran as an Independent Director of the Company For For Good candidature

14-Sep-16 GMR INFRASTRUCTURE LTD. Annual General Meeting Shareholder Re-appointment of Mr. S. Sandilya as an Independent Director of the Company. For For Good candidature

14-Sep-16 GMR INFRASTRUCTURE LTD. Annual General Meeting Shareholder Re-appointment of Mr. S. Rajagopal as an Independent Director of the Company. For For Good candidature

14-Sep-16 GMR INFRASTRUCTURE LTD. Annual General Meeting Shareholder Re-appointment of Mr. C.R. Muralidharan as an Independent Director of the Company For For Good candidature

14-Sep-16 GMR INFRASTRUCTURE LTD. Annual General Meeting Management Ratification of remuneration to Cost Auditor for the financial year ending March 31, 2017 For For In line with Industry standards

14-Sep-16 GMR INFRASTRUCTURE LTD. Annual General Meeting Management Approval to make investment in securities under Section 186 of the Companies Act, 2013 For For General business purpose

14-Sep-16 GMR INFRASTRUCTURE LTD. Annual General Meeting Management Ratification of the Material Related Party Transactions entered by the Company for the financial year

2015-16.For For General business purpose

14-Sep-16 GMR INFRASTRUCTURE LTD. Annual General Meeting Management To issue and allot securities for an amount upto Rs.25 bn in one or more tranches For For Equity infusion to reduce debt

15-Sep-16 RELAXO FOOTWEARS LIMITED Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For abstain Board best suited

15-Sep-16 RELAXO FOOTWEARS LIMITED Annual General Meeting Management Declaration of Dividend For For Good policy to give dividend to shareholders.

15-Sep-16 RELAXO FOOTWEARS LIMITED Annual General Meeting Management To reappoint Nikhil Dua as director 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.

15-Sep-16 RELAXO FOOTWEARS LIMITED Annual General Meeting Management Re-appointment of Statutory Auditor of the Company and fix their remuneration For For the Companies Act, 2013 and the Rules thereunder provide a transition period of 3 years

15-Sep-16 RELAXO FOOTWEARS LIMITED Annual General Meeting Management Re-appointment of Mr. Nikhil Dua as Whole Time Director For For He is current executive director; reappointment in line with statutory requirements.

15-Sep-16 CORPORATION BANK Extraordinary General Meeting Management Issue of Securities on preferential basis For For Business Purpose, to improve capital position of the bank

15-Sep-16 ADVANCED ENZYME TECHNOLOGIES LIMITED Annual General Meeting Management Adopt financial statements for the year ended 31 March 2016 For For Routine Resolution

15-Sep-16 ADVANCED ENZYME TECHNOLOGIES LIMITED Annual General Meeting Management Confirm interim dividend of Re.1 per share For For Routine Resolution

15-Sep-16 ADVANCED ENZYME TECHNOLOGIES LIMITED Annual General Meeting Management Not to fill the vacancy caused by the retirement of Pradip Bhailal Shah, Non-Executive Non-Independent

DirectorFor For Board Composition has 3 independent directors, > 33% of directors, in compliance with SEBI LODR requirements

15-Sep-16 ADVANCED ENZYME TECHNOLOGIES LIMITED Annual General Meeting Management Reappoint Mukund Kabra as an Executive Director For For Appointment is in line with Companies Act, 2013

15-Sep-16 ADVANCED ENZYME TECHNOLOGIES LIMITED Annual General Meeting Management Appointment of B S R & Co LLP as statutory auditors for a period of five years and fix their remuneration For For Appointment is in line with Companies Act and remuneration is in line with scope of work

15-Sep-16 ADVANCED ENZYME TECHNOLOGIES LIMITED Annual General Meeting Management Approve related party transactions with Advanced Bio-Agro Tech Limited (a 60% subsidiary) for FY17

upto Rs.350 mn

For For Proposed transactions are at arms length basis and in the ordinary course of business

15-Sep-16 ADVANCED ENZYME TECHNOLOGIES LIMITED Annual General Meeting Management Reappoint Piyush C. Rathi as Chief Business Officer for five years from 1 April 2016 to a place of profit

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

15-Sep-16 ADVANCED ENZYME TECHNOLOGIES LIMITED Annual General Meeting Management Reappoint Beni Prasad Rauka as CFO for five years from 1 April 2016 to a place of profit (KMP) 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

15-Sep-16 ADVANCED ENZYME TECHNOLOGIES LIMITED Annual General Meeting Management Reappoint Vasant Rathi as Non-Executive Director and CEO of Cal-India Foods International, USA (a step

down subsidiary) for five years from 1 April 2016 to a place of profit and fix his remuneration


15-Sep-16 ADVANCED ENZYME TECHNOLOGIES LIMITED Annual General Meeting Management Reappoint Ms. Prabha Rathi as VP of Operations of Cal-India Foods International, USA (a step down

subsidiary) for five years from 1 April 2016 to a place of profit and fix her remuneration


15-Sep-16 ADVANCED ENZYME TECHNOLOGIES LIMITED Annual General Meeting Management Reappoint Ms. Rachana Rathi as Director of Business Development of Advanced Supplementary

Technologies Corporation, USA (ASTC; a step down subsidiary) for five years from 1 April 2016 to a place

of profit and fix her remuneration


15-Sep-16 ADVANCED ENZYME TECHNOLOGIES LIMITED Annual General Meeting Management Reappoint Ms. Rasika Rathi as General Counsel and VP of Regulatory Affairs of Cal-India Foods

International, USA (a step down subsidiary) for five years from 1 April 2016 to a place of profit and fix

her remuneration


15-Sep-16 ADVANCED ENZYME TECHNOLOGIES LIMITED Annual General Meeting Management Reappoint Ms. Reshma Rathi as VP of Operations of Cal-India Foods International, USA (a step down

subsidiary) for five years from 1 April 2016 to a place of profit and fix her remuneration


15-Sep-16 ADVANCED ENZYME TECHNOLOGIES LIMITED Annual General Meeting Management To amend AETL - Employee Stock Option Scheme 2015 (AETL - ESOS 2015) For For Under AETL - ESOS 2015, a maximum of 0.2 mn stock options will be granted, which will result in a maximum dilution of around

0.9%.

15-Sep-16 ADVANCED ENZYME TECHNOLOGIES LIMITED Annual General Meeting Shareholder Appoint Ms. Rupa Vora as an Independent Director for five years from 28 November 2015 For For Reappointment is in line with Companies Act

16-Sep-16 ATUL AUTO LIMITED Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For For Routine Resolution

16-Sep-16 ATUL AUTO LIMITED Annual General Meeting Management Declare final dividend of Rs.2.5 per share (face value Rs.5) For For Good practice to distribute part of profits to shareholders; income for the fund.

16-Sep-16 ATUL AUTO LIMITED Annual General Meeting Management Reappoint Niraj J Chandra as Wholetime Director (Wholetime Director) For For His reappointment is in line with all the statutory requirements.

16-Sep-16 ATUL AUTO LIMITED Annual General Meeting Management Reappoint Maharishi & Co. as statutory auditors for FY17 and fix their remuneration For Abstain The company proposes to reappoint Maharishi & Co. as statutory auditors: Maharishi & Co. have been the Company’s statutory

auditors for the past 12 years (since 2004). The reappointment does not follow the spirit of Section 139 of the Companies Act

2013.

16-Sep-16 ATUL AUTO LIMITED Annual General Meeting Management Extend current term of Hakubhai Lalakiya as an Independent Director for 3 years, till 11 August 2019 For For His reappointment is in line with all the statutory requirements.

16-Sep-16 ATUL AUTO LIMITED Annual General Meeting Management Extend current term of Hasmukhbhai Adhvaryoo as an Independent Director for 3 years, till 11 August

2019

For For His reappointment is in line with all the statutory requirements.

16-Sep-16 ATUL AUTO LIMITED Annual General Meeting Management Extend current term of Hemantkumar Bhatt as an Independent Director for 3 years, till 11 August 2019 For For His reappointment is in line with all the statutory requirements..

16-Sep-16 ATUL AUTO LIMITED Annual General Meeting Management Reappoint Jayantibhai J Chandra as Chairperson and Managing Director for 3 years till 31 March 2019

and fix his remunerationFor For The proposed remuneration estimated at Rs. 12.5 mn in FY17 is in line with peers and reasonable, given the size and scale of

operations.

16-Sep-16 ATUL AUTO LIMITED Annual General Meeting Management Reappoint Mahendrakumar J Patel as Wholetime Director & CFO for 3 years till 31 March 2019 and fix

his remunerationFor For The proposed remuneration estimated at Rs. 10.8 mn in FY17 is in line with peers and reasonable, given the size and scale of

operations.

16-Sep-16 ATUL AUTO LIMITED Annual General Meeting Management Reappoint Niraj J Chandra as Wholetime Director for 3 years till 31 March 2019 and fix his remuneration For For The proposed remuneration estimated at Rs. 5.1 mn in FY17 is in line with peers and reasonable, given the size and scale of

operations

16-Sep-16 POWER GRID CORPORATION OF INDIA LTD Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For For Routine Resolution

16-Sep-16 POWER GRID CORPORATION OF INDIA LTD Annual General Meeting Management Confirm interim dividend of Rs.0.80 per share and declare final dividend of Rs.1.51 per equity share (FV

Rs.10)


16-Sep-16 POWER GRID CORPORATION OF INDIA LTD Annual General Meeting Management Reappoint Dr. Pradeep Kumar as Nominee Director of Government of India, liable to retire by rotation For For Dr. Pradeep Kumar is an IAS officer. He retires by rotation and his reappointment is in line with all the statutory requirements.

16-Sep-16 POWER GRID CORPORATION OF INDIA LTD Annual General Meeting Management Reappoint Ms. Jyoti Arora as Nominee Director of Government of India, liable to retire by rotation For For Ms. Jyoti Arora is an IAS officer and Joint Secretary in the Ministry of Power. She retires by rotation and her reappointment is in

line with all the statutory requirements.

16-Sep-16 POWER GRID CORPORATION OF INDIA LTD Annual General Meeting Management Fix remuneration of auditors to be appointed by the Comptroller and Auditor General of India for FY17 For For The total audit fees of Rs.18.7 mn in FY16 (excluding tax and reimbursements) is commensurate with the size and complexity of

the company: we expect audit fees in FY17 to be in same range.

16-Sep-16 POWER GRID CORPORATION OF INDIA LTD Annual General Meeting Management Appoint Jagdish Ishwarbhai Patel as Independent Director for three years with effect from 17 November

2015For For Jagdish Ishwarbhai Patel is the former member of Gujarat Chamber of Commerce & Industry. His appointment is in line with all


16-Sep-16 POWER GRID CORPORATION OF INDIA LTD Annual General Meeting Management Ratify remuneration of Rs.210,000 payable to Cost Auditors for FY17 For For The total remuneration proposed to be paid to the cost auditors in FY17 is reasonable compared to the size and scale of

operations.

16-Sep-16 POWER GRID CORPORATION OF INDIA LTD Annual General Meeting Management Raise upto Rs.140 bn through issue of non-convertible bonds For For Power Grid’s borrowing programmes are rated CRISIL AAA/Stable/A1+, which denotes highest degree of safety regarding timely

servicing of financial obligations.

17-Sep-16 ICRA LTD. Postal Ballot Management Approve sale of shareholding in ICRA Techno Analytics Limited (ICTEAS) to Nihilent Technologies Limited

(Nihilent) for a consideration of Rs.687.5 mnFor For Business Purpose

17-Sep-16 SUN PHARMACEUTICAL INDUSTRIES LTD Annual General Meeting Management Adopt financial statements for the year ended 31 March 2016 For For Routine Resolution

17-Sep-16 SUN PHARMACEUTICAL INDUSTRIES LTD Annual General Meeting Management Declaration of dividend of equity shares For For Routine Resolution

17-Sep-16 SUN PHARMACEUTICAL INDUSTRIES LTD Annual General Meeting Management Re-appointment of Mr. Dilip Sanghavi as Director For For Reappointment is in line with Companies Act 2013

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17-Sep-16 SUN PHARMACEUTICAL INDUSTRIES LTD Annual General Meeting Management Ratification of appointment of M/s Deloitte Haskins & Sells LLP as statutory auditors for F17 For For Appointment is in line with Companies Act 2013

17-Sep-16 SUN PHARMACEUTICAL INDUSTRIES LTD Annual General Meeting Management Ratification of Remuneration of Cost Auditor for the Financial Year 2016-17. For For Remuneration is in line with scope of work

17-Sep-16 SUN PHARMACEUTICAL INDUSTRIES LTD Annual General Meeting Shareholder Re-appointment of Mr. S. Mohanchand Dadha as Independent Director For For Reappointment is in line with Companies Act

17-Sep-16 SUN PHARMACEUTICAL INDUSTRIES LTD Annual General Meeting Shareholder Re-appointment of Mr. Keki Mistry as Independent Director For For Reappointment is in line with Companies Act

17-Sep-16 SUN PHARMACEUTICAL INDUSTRIES LTD Annual General Meeting Shareholder Re-appointment of Mr. Ashwin Dani as Independent Director For For Reappointment is in line with Companies Act

17-Sep-16 SUN PHARMACEUTICAL INDUSTRIES LTD Annual General Meeting Shareholder Re-appointment of Mr. Hasmukh Shah as Independent Director For For Reappointment is in line with Companies Act

17-Sep-16 SUN PHARMACEUTICAL INDUSTRIES LTD Annual General Meeting Shareholder Re-appointment of Ms. Rekha Sethi as Independent Director For For Reappointment is in line with Companies Act

17-Sep-16 SUN PHARMACEUTICAL INDUSTRIES LTD Annual General Meeting Management Approval for increase in maximum limit of remuneration to Mr. Dilip Shanghvi, Managing Director For For Remuneration is in line with other peers in the industry

17-Sep-16 SUN PHARMACEUTICAL INDUSTRIES LTD Annual General Meeting Management Approval for increase in maximum limit of remuneration to Mr. Sudhir Valia, Whole-time Director For For Remuneration is in line with other peers in the industry

17-Sep-16 SUN PHARMACEUTICAL INDUSTRIES LTD Annual General Meeting Management Approval for increase in maximum limit of remuneration to Mr. Sailesh Desai, Whole-time Director For For Remuneration is in line with other peers in the industry

17-Sep-16 SUN PHARMACEUTICAL INDUSTRIES LTD Annual General Meeting Management Approval for adoption of new set of Article of Association For For Article of Association needs to be altered to comply with new Companies Act 2013. Draft uploaded on 27th Aug 2016 giving all

the required details that would be changed

17-Sep-16 SUN PHARMACEUTICAL INDUSTRIES LTD Annual General Meeting Management Approval for re-classification of certain promoter group persons/entities from Promoter Category to

Public Category For For Enabling resolution to reclassify 0.6% of of shareholding from the promoter group who are immediate relatives of the

promoter but do not have any active interest in the business or any decision making ability in the company

19-Sep-16 MAGMA FINCORP LIMITED Annual General Meeting Management Adoption of accounts For For Routine Resolution

19-Sep-16 MAGMA FINCORP LIMITED Annual General Meeting Management To declare Dividend on Equity and Preference Shares for the financial year ended 31 March 2016. For For Routine Resolution

19-Sep-16 MAGMA FINCORP LIMITED Annual General Meeting Management To appoint a Director in place of Mr. Sanjay Nayar who retires by rotation For For Re-appointment

19-Sep-16 MAGMA FINCORP LIMITED Annual General Meeting Management To reappoint M/s. B S R & Co. LLP, Chartered Accountants, as Statutory Auditors of the Company For For Routine Resolution

19-Sep-16 MAGMA FINCORP LIMITED Annual General Meeting Shareholder To appoint Mr. V.K. Viswanathan as Non-Executive Independent Director of the Company for a term of 5

years.


19-Sep-16 MAGMA FINCORP LIMITED Annual General Meeting Management To re-appoint Mr. Mayank Poddar as the Whole-time Director of the Company designated as Chairman

Emeritus.


19-Sep-16 MAGMA FINCORP LIMITED Annual General Meeting Management To re-appoint Mr. Sanjay Chamria as the Whole-time Director of the Company designated as the Vice

Chairman and Managing Director.


19-Sep-16 MAGMA FINCORP LIMITED Annual General Meeting Management To amend the Articles of Association of the Company For For No concern has been identified

19-Sep-16 MULTI COMMODITY EXCHANGE OF INDIA LIMITED Annual General Meeting Management Adoption of the Audited financial statements (including Audited Consolidated Financial Statements) for

the financial year ended 31st March, 2016


19-Sep-16 MULTI COMMODITY EXCHANGE OF INDIA LIMITED Annual General Meeting Management Declaration of Dividend for the year ended 31st March, 2016 For For Dividend for shareholders

19-Sep-16 MULTI COMMODITY EXCHANGE OF INDIA LIMITED Annual General Meeting Management Ratify reappointment of Shah Gupta & Co as statutory auditor for FY17 For For In line with statutory requirements

19-Sep-16 MULTI COMMODITY EXCHANGE OF INDIA LIMITED Annual General Meeting Management Reappoint Ajai Kumar as Shareholder Director For For In line with statutory requirements

19-Sep-16 MULTI COMMODITY EXCHANGE OF INDIA LIMITED Annual General Meeting Shareholder Appoint Chengalath Jayaram as Shareholder Director For For In line with statutory requirements

19-Sep-16 MULTI COMMODITY EXCHANGE OF INDIA LIMITED Annual General Meeting Shareholder Appoint Mrugank Madhukar Paranjape as Director For For In line with statutory requirements

19-Sep-16 MULTI COMMODITY EXCHANGE OF INDIA LIMITED Annual General Meeting Management Appoint Mrugank Madhukar Paranjape as MD and fix his remuneration for a period of three years w.e.f

9 May 2016For For In line with statutory requirements

19-Sep-16 MULTI COMMODITY EXCHANGE OF INDIA LIMITED Annual General Meeting Management Increase in foreign investment limit to 34% For For In line with statutory requirements

19-Sep-16 MULTI COMMODITY EXCHANGE OF INDIA LIMITED Annual General Meeting Management Ratify related party transactions of Rs.431.3 mn undertaken with MCX Investor (Client) Protection

Fund (MCX IPF) in FY16 and approve similar transactions to be

undertaken with MCX IPF from FY17 onwards


19-Sep-16 MULTI COMMODITY EXCHANGE OF INDIA LIMITED Annual General Meeting Management Charge estimated actual expenses to shareholders in advance for the dispatch of documents in the

mode requested by them

For Abstain Inadequate information about charges to be applied and reasons thereof

19-Sep-16 DISA INDIA LTD. Postal Ballot Management Buyback of upto 56,000 equity shares at Rs. 4,800 per share (face value Rs.10) through a tender offer For For Return of cash to shareholders.

19-Sep-16 DISH TV INDIA LTD. Postal Ballot Management Approve reduction of share capital (securities premium account) of the company For For The proposed capital reduction will not affect the creditors since it does not involve any financial outgo. There will be no change

in the shareholding pattern as there will be no issue or cancellation of shares

19-Sep-16 DISH TV INDIA LTD. Postal Ballot Management To shift the registered office of the company to Maharashtra from Delhi For For The company believes that the shifting of the registered office from the National Capital Territory of Delhi to the state of

Maharashtra, Mumbai will enable it to exercise better administrative, management and economic control

20-Sep-16 BHARAT BIJLEE LTD. Annual General Meeting Management Adoption of audited Balance Sheet as at March 31, 2016, 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


20-Sep-16 BHARAT BIJLEE LTD. Annual General Meeting Management Re-appointment of Mr. Ravishanker Prasad (holding DIN: 06641845) as a Director, who is liable to retire

by rotation and, being eligible, offers himself for re-appointment.For For Good candidature

20-Sep-16 BHARAT BIJLEE LTD. Annual General Meeting Management Ratification of the appointment of Messrs Dalal & Shah (Registration No. 102021W/W100110),

Chartered Accountants, Statutory Auditors and authorize the Board of Directors / Audit Committee to fix

their remuneration for the financial year ending March 31, 2017.

For For Good candidature

20-Sep-16 BHARAT BIJLEE LTD. Annual General Meeting Management Ratification of Cost Auditors remuneration to be paid to Messrs P M Nanabhoy & Co. for the financial

year ending March 31, 2017.

For For In line with general business practice, Good candidature

20-Sep-16 BHARAT BIJLEE LTD. Annual General Meeting Management Re-appointment of Mr. Nikhil J. Danani (DIN: 00056514) as the Managing Director of the Company, for a

period of three (3) years with effect from June 20, 2016.


20-Sep-16 BHARAT BIJLEE LTD. Annual General Meeting Management Re-appointment of Mr. Nakul P. Mehta (DIN: 00056561) as the Managing Director of the Company, for a

period of three (3) years with effect from June 20, 2016.


20-Sep-16 J Kumar Infraprojects Ltd. Annual General Meeting Management To receive consider and adopt The Audited Financial Statement of the Company for the Financial year

ended March 31, 2016 together with the Reports of the Directors and the Auditors thereon For For Routine resolution

20-Sep-16 J Kumar Infraprojects Ltd. Annual General Meeting Management Declaration of Dividend For For Routine resolution

20-Sep-16 J Kumar Infraprojects Ltd. Annual General Meeting Management To appoint a Director in place of Mr. Nalin J. Gupta, (DIN: 00627832) who retires by rotation and being

eligible, offers himself for re-appointment


20-Sep-16 J Kumar Infraprojects Ltd. Annual General Meeting Management Re-appointment of Statutory Auditors of the Company till the conclusion of the next Annual General

MeetingFor For In line with general business practice

20-Sep-16 J Kumar Infraprojects Ltd. Annual General Meeting Management Payment of Remuneration to the Cost Auditor For For In line with general business practice

20-Sep-16 J Kumar Infraprojects Ltd. Annual General Meeting Management Appointment of Joint Statutory Auditors of the Company till the conclusion of the next Annual General

Meeting

For For In accordance with statute. Good candidature

20-Sep-16 J Kumar Infraprojects Ltd. Annual General Meeting Management Increase in Borrowing Limit of under Section 180(1) (c) of Companies Act, 2013 For For In line with general business practice

20-Sep-16 J Kumar Infraprojects Ltd. Annual General Meeting Management Power to Create charges, etc under Section 180(1) (a) of Companies Act, 2013 For For In line with general business practice

20-Sep-16 NTPC LTD Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year ended

31 March 2016


20-Sep-16 NTPC LTD Annual General Meeting Management Declare final dividend of Rs.1.75 per share (FV: Rs. 10) and confirm interim dividend

of Rs.1.60 per share (FV: Rs. 10)


20-Sep-16 NTPC LTD Annual General Meeting Management Reappoint SC Pandey as Director, liable to retire by rotation For For SC Pandey (DIN: 03142319) is Director (Projects). He retires by rotation and his reappointment is in line with all statutory

requirements.

20-Sep-16 NTPC LTD Annual General Meeting Management Reappoint Kulamani Biswal as Director, liable to retire by rotation For For Kulamani Biswal (DIN: 03318539) is the Director (Finance). He retires by rotation and his reappointment is in line with all


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20-Sep-16 NTPC LTD Annual General Meeting Management Fix remuneration of auditors to be appointed by the Comptroller and Auditor

General of India for FY17

For For The total audit fees of Rs.14 mn in FY16 (excluding tax and reimbursements) is commensurate with the size and complexity of


20-Sep-16 NTPC LTD Annual General Meeting Shareholder Appoint Gurdeep Singh as Chairperson and Managing Director for five years with

effect from 4 February 2016For For Gurdeep Singh (DIN: 00307037) is a Mechanical Engineer and has attended Management Education Programme from IIM,

Ahmedabad. He has over 28 years of experience in power generation sector. Prior to joining the Company as a Director, he was

Managing Director of Gujarat State Electricity Corporation Limited.

20-Sep-16 NTPC LTD Annual General Meeting Shareholder Appoint Aniruddha Kumar as Nominee Director of Government of India with effect

from 25 February 2016

For For Aniruddha Kumar (DIN: 07325440) is Joint Secretary (Thermal), Ministry of Power. He will be appointed for a maximum term of

three years: his tenure may be shorter at the discretion of the Government of India. His appointment is in line with all statutory

requirements.

20-Sep-16 NTPC LTD Annual General Meeting Shareholder Appoint Rajesh Jain as Independent Director for three years with effect from 18

November 2015For For Rajesh Jain (DIN: 00103150) is the founder and Managing Director of NetCore Solutions Private Limited. He will be appointed for

a maximum term of three years: his tenure may be shorter at the discretion of the Government of India. His appointment is in

line with all statutory requirements.

20-Sep-16 NTPC LTD Annual General Meeting Shareholder Appoint Dr. Gauri Trivedi as Independent Director for three years with effect from

18 November 2015

For For Dr. Gauri Trivedi (DIN: 06502788) is former IAS officer. She will be appointed for a maximum term of three years: her tenure

may be shorter at the discretion of the Government of India. Her appointment is in line with all statutory requirements.

20-Sep-16 NTPC LTD Annual General Meeting Shareholder Appoint Seethapathy Chander as Independent Director for three years with effect

from 22 June 2016

For For Seethapathy Chander (DIN: 02336635) is Senior Advisor to Secretary General, World Energy Council. He will be appointed for a

maximum term of three years: his tenure may be shorter at the discretion of the Government of India. His appointment is in line

with all statutory requirements.

20-Sep-16 NTPC LTD Annual General Meeting Management Raise funds upto Rs.150.0 bn by issuance of Bonds/Debentures on Private

Placement BasisFor For The issuance of securities will be within the overall borrowing limit of Rs.1.50 trillion approved by the shareholders at

September 2014 postal ballot. NTPC’s borrowing programmes are rated CRISIL AAA/Stable/A1+, which denotes highest degree

of safety regarding timely servicing of financial obligations.

20-Sep-16 NTPC LTD Annual General Meeting Management Ratify remuneration of Rs.2.9 mn payable to cost auditors in FY17 For For The company has appointed Bandyopadhyaya Bhaumik & Co, S. Dhal & Co, Musib & Co, Narasimha Murthy & Co, Sanjay Gupta

& Associates and RJ Goel & Co as cost auditors for FY17. The proposed remuneration of Rs.2.9 mn is reasonable compared to


20-Sep-16 JAMMU AND KASHMIR BANK LTD Postal Ballot Management Issue of Non-Convertible Redeemable BASEL III Tier-2 Bonds For For Business Purpose

20-Sep-16 SIMPLEX INFRA LTD Annual General Meeting Management To receive, consider and adopt the:a. Audited Financial Statements of the Company for the Financial

year ended on 31st March, 2016, together with the Reports of the Board of Directors and Auditors

thereon b. Audited Consolidated Financial Statements of the Company for the Financial year ended on

31st March, 2016 together with the Report of the Auditors thereon


20-Sep-16 SIMPLEX INFRA LTD Annual General Meeting Management Declaration of Dividend on Equity Shares For For Routine Resolution

20-Sep-16 SIMPLEX INFRA LTD Annual General Meeting Management Appointment of a Director in place of Mr. S. Dutta (DIN 00062827), who retires by rotation and being

eligible, offers himself for re-appointmentFor For Good candidature

20-Sep-16 SIMPLEX INFRA LTD Annual General Meeting Management Ratification of appointment of M/s Price Waterhouse, Chartered Accountants (Firm Registration No.

301112E) as Auditors of the Company until the conclusion of the next Annual General Meeting of the

Company and approve their remuneration


20-Sep-16 SIMPLEX INFRA LTD Annual General Meeting Management Ratification of appointment of M/s H. S. Bhattacharjee & Co., Chartered Accountants (Firm Registration

No. 322303E) as Auditors of the Company until the conclusion of the next Annual General Meeting of

the Company and approve their remuneration


20-Sep-16 SIMPLEX INFRA LTD Annual General Meeting Management Ratification of remuneration of M/s Bandyopadhyay Bhaumik & Co., Cost Auditors, for the financial year

2015-16For For In line with statutory requirements

20-Sep-16 SIMPLEX INFRA LTD Annual General Meeting Management Issuance of Secured/Unsecured Non-Convertible Debentures (NCD's) upto ` 200 Crores on private

placement basis

For For Required for business purpose

21-Sep-16 TATA POWER COMPANY LTD Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 See Analysis We believe that a

comprehensive review of the financials of a company


21-Sep-16 TATA POWER COMPANY LTD Annual General Meeting Management Adoption of Consolidated financial statements for the year ended 31 March 2016 For For Routine Resolution

21-Sep-16 TATA POWER COMPANY LTD Annual General Meeting Management Declare equity dividend of Rs. 1.3 per share (Face Value: Rs. 1) For For Good for equity share holders

21-Sep-16 TATA POWER COMPANY LTD Annual General Meeting Management Reappoint Anil Sardana as an Executive Director For For Anil Sardana is the CEO and Managing Director. He retires by rotation and his reappointment is in line with all the statutory

requirements

21-Sep-16 TATA POWER COMPANY LTD Annual General Meeting Management Ratify appointment of Deloitte Haskins & Sells, as statutory auditors for FY17 For For Ensure Continuity

21-Sep-16 TATA POWER COMPANY LTD Annual General Meeting Shareholder Appoint Pravin H. Kutumbe as a Non-Executive, Non-Independent Director For For Pravin H. Kutumbe is ED with Life Insurance Corporation (LIC): a major shareholder in The Tata Power Company Limited (TPCL).

He is being appointed as LIC nominee in place of LIC nominee – Vijay Sharma. He was appointed as an Additional Director from 7

September 2015. His appointment is in line with all the statutory requirements.

21-Sep-16 TATA POWER COMPANY LTD Annual General Meeting Shareholder Appoint Ms. Sandhya S. Kudtarkar as a Non-Executive, Non-Independent Director For For Ms. Sandhya S. Kudtarkar is the Vice President – Legal of Tata Services Limited. She is being appointed in place of Ms. Vishaka

Mulye. She was appointed as an Additional Director

21-Sep-16 TATA POWER COMPANY LTD Annual General Meeting Management Reappoint Anil Sardana as CEO and Managing Director for a period of five years from 1 February 2016

and fix his remunerationFor For The company proposes to reappoint Anil Sardana at a proposed remuneration of Rs.69.4 mn. His proposed remuneration is in

line with peers and commensurate with the size and complexity of his responsibilities

21-Sep-16 TATA POWER COMPANY LTD Annual General Meeting Management Approve private placement of Non-Convertible Debentures upto an amount of Rs 50 bn For For TPCL’s debt programmes are rated as ICRA AA/Negative/A1+ and CRISIL AA/Negative/CRISIL A1+ which denotes high degree of

safety regarding timely servicing of financial obligations. These instruments carry very low credit risk

21-Sep-16 TATA POWER COMPANY LTD Annual General Meeting Management Approve increase in limits of investments in other bodies corporate upto Rs. 100 bn For For TPCL has plans to grow its business multifold in the next few years through greenfield, brownfield projects, and the purchase of

operating assets. The Company, therefore, proposes limit for additional equity and equivalent investment in instruments of

upto Rs 100.0 bn for new projects/assets. This would take the total limit to Rs 233.3 bn

21-Sep-16 TATA POWER COMPANY LTD Annual General Meeting Management Approve appointment of Branch Auditors For For Their appointment is in line with all the statutory requirements

21-Sep-16 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 FY17

For For The board has approved the appointment of Sanjay Gupta and Associates as cost auditors for the year ending 31 March 2017

on a total remuneration of Rs. 650,000 plus applicable service tax and out of pocket expenses. The remuneration is

commensurate to the size of the company

21-Sep-16 BHARAT PETROLEUM CORPORATION LTD Annual General Meeting Management a) Adoption of standalone financial statements for the year ended 31 March 2016 b) Adoption of



21-Sep-16 BHARAT PETROLEUM CORPORATION LTD Annual General Meeting Management Confirm two interim dividends aggregating to Rs.16 per share and declare final dividend of Rs.15 per

share (FV Rs. 10)


21-Sep-16 BHARAT PETROLEUM CORPORATION LTD Annual General Meeting Management Reappoint Shrikant Prakash Gathoo as Director, liable to retire by rotation For For Shrikant Prakash Gathoo is Director (HR). He retires by rotation and his reappointment is in line with all statutory requirements.

21-Sep-16 BHARAT PETROLEUM CORPORATION LTD Annual General Meeting Management Fix remuneration of auditors to be appointed by the Comptroller and Auditor General of India for FY17 For For The total audit fees of Rs.36 mn in FY16 (excluding tax and reimbursements) is commensurate with the size and complexity of


21-Sep-16 BHARAT PETROLEUM CORPORATION LTD Annual General Meeting Management Issuance of non-convertible bonds/debentures and/or other debt securities on Private Placement Basis For For The company’s long term borrowing programmes are rated CARE AAA, which denotes highest degree of safety regarding timely

servicing of financial obligations. As a measure of transparency, the company must disclose the size of the proposed issuance.

21-Sep-16 BHARAT PETROLEUM CORPORATION LTD Annual General Meeting Management Ratify related party transaction with Bharat Oman Refineries Limited for FY16 and approve transactions

in FY17

For For The FY16 ratification and proposed transactions for FY17 are in the ordinary course of business and at arm’s length.

21-Sep-16 BHARAT PETROLEUM CORPORATION LTD Annual General Meeting Shareholder Appoint Rajesh Kumar Mangal as Independent Director for three years with effect from1 December

2015

For For Rajesh Kumar Mangal is Senior Partner of B. Jain & Associates, Chartered Accountants. His appointment is in line with all


Page 41

21-Sep-16 BHARAT PETROLEUM CORPORATION LTD Annual General Meeting Shareholder Appoint Deepak Bhojwani as Independent Director for three years with effect from1 December 2015 For For Deepak Bhojwani is former IFS officer. His appointment is in line with all statutory requirements.

21-Sep-16 BHARAT PETROLEUM CORPORATION LTD Annual General Meeting Shareholder Appoint Gopal Chandra Nanda as Independent Director for three years with effect from1 December

2015For For Gopal Chandra Nanda is Former IPS Officer. His appointment is in line with all statutory requirements.

21-Sep-16 BHARAT PETROLEUM CORPORATION LTD Annual General Meeting Shareholder Appoint Anant Kumar Singh as Nominee Director of Government of India For For Anant Kumar Singh is an IAS Officer. His appointment is in line with all statutory requirements.

21-Sep-16 BHARAT PETROLEUM CORPORATION LTD Annual General Meeting Shareholder Appoint Ramesh Srinivasan as Director (Marketing) with effect from 1 March 2016 For For Ramesh Srinivasan is B.Sc. (Honors) and MBA. He joined BPCL in the year 1980 and headed its Retail, Lubes & LPG divisions. He

was appointed as Director (Marketing) with effect from 1 March 2016 and was paid Rs.0.7 mn for his one month service during

FY16. In line with requirements.

21-Sep-16 BHARAT PETROLEUM CORPORATION LTD Annual General Meeting Shareholder Appoint Ramamoorthy Ramachandran as Director (Refineries) for five years with effect from 1 August

2016

For For Ramamoorthy Ramachandran has been associated with the company since 1982. He has 34 years of experience in the Refining

Sector. He has worked in refinery operations, tech services, production planning, projects, process technology and project

financing. He was appointed as Director (Refineries) with effect from 1 August 2016. In line with requirements.

21-Sep-16 BHARAT PETROLEUM CORPORATION LTD Annual General Meeting Management Ratify payment of Rs.320,000 remuneration to cost auditors, ABK & Associates and Bandyopadhyaya

Bhaumik & Co, for FY17For For The proposed remuneration is reasonable compared to the size and scale of operations.

21-Sep-16 INTERGLOBE AVIATION LIMITED Annual General Meeting Management Adoption of the Audited financial statements of the Company for the financial year ended March 31,

2016


21-Sep-16 INTERGLOBE AVIATION LIMITED Annual General Meeting Management To confirm the payment of Interim Dividend and declare Final Dividend For For Dividend for shareholders

21-Sep-16 INTERGLOBE AVIATION LIMITED Annual General Meeting Management Re-appointment of Mr. Aditya Ghosh (DIN: 01243445) as a director, who retires by rotation and being

eligible, offers himself for re-appointmentFor For In line with statutory requirements

21-Sep-16 INTERGLOBE AVIATION LIMITED Annual General Meeting Management Ratification of appointment of the B S R & Co. LLP, Chartered Accountants, (Registration No. 101248W/

W-100022) as Statutory Auditors and authorising Board to fix their remunerationFor For In line with statutory requirements

21-Sep-16 INTERGLOBE AVIATION LIMITED Annual General Meeting Shareholder Re-appointment of Mr. Devadas Mallya Mangalore (DIN: 01804955) as a Chairman and Non - Executive

Independent DirectorFor For In line with statutory requirements

21-Sep-16 INTERGLOBE AVIATION LIMITED Annual General Meeting Shareholder Re-appointment of Dr. Anupam Khanna (DIN: 03421015) as Non-executive Independent Director For For In line with statutory requirements

21-Sep-16 INTERGLOBE AVIATION LIMITED Annual General Meeting Management Alteration of Articles of Association of the Company For For In line with statutory requirements

21-Sep-16 INTERGLOBE AVIATION LIMITED Annual General Meeting Management Approval for increase in borrowing limits of the Company For For Required for business purposes.

21-Sep-16 RURAL ELECTRIFICATION CORPORATION LTD Annual General Meeting Management Adoption of Accounts For For Routine Resolution

21-Sep-16 RURAL ELECTRIFICATION CORPORATION LTD Annual General Meeting Management Confirmation of Interim Dividend and declaration of Final Dividend For For Routine Resolution

21-Sep-16 RURAL ELECTRIFICATION CORPORATION LTD Annual General Meeting Management Re-appointment of Mr. Ajeet Kumar Agarwal as Director, liable to retire by rotation For For Re-appointment

21-Sep-16 RURAL ELECTRIFICATION CORPORATION LTD Annual General Meeting Management To fix the remuneration of the Statutory Auditors For For Routine Resolution

21-Sep-16 RURAL ELECTRIFICATION CORPORATION LTD Annual General Meeting Management Appointment of Mr. Sanjeev Kumar Gupta as Director, liable to retire by rotation For For No concerns have been identified

21-Sep-16 RURAL ELECTRIFICATION CORPORATION LTD Annual General Meeting Management Appointment of Mr. Arun Singh as Independent Director For Abstain Term of appointment is ambiguous.

21-Sep-16 RURAL ELECTRIFICATION CORPORATION LTD Annual General Meeting Management Appointment of Mr. Aravamudan Krishna Kumar as Independent Director For Abstain Term of appointment is ambiguous.

21-Sep-16 RURAL ELECTRIFICATION CORPORATION LTD Annual General Meeting Management Appointment of Mr. Tiruvallur Thattai Ram Mohan as Independent Director For Abstain Term of appointment is ambiguous.

21-Sep-16 RURAL ELECTRIFICATION CORPORATION LTD Annual General Meeting Management Approval of Related Party Transaction For Abstain Inadequate disclosure and transparency

21-Sep-16 RURAL ELECTRIFICATION CORPORATION LTD Annual General Meeting Management Increase in Authorised Capital of the Company For For Business Purpose

21-Sep-16 RURAL ELECTRIFICATION CORPORATION LTD Annual General Meeting Management Alteration of Capital Clause of Memorandum of Association of the Company For For Business Purpose

21-Sep-16 RURAL ELECTRIFICATION CORPORATION LTD Annual General Meeting Management Issue of Bonus shares For For No concerns have been identified

21-Sep-16 RURAL ELECTRIFICATION CORPORATION LTD Annual General Meeting Management Adoption of amended Articles of Association of the Company For For No concerns have been identified

21-Sep-16 RURAL ELECTRIFICATION CORPORATION LTD Annual General Meeting Management Issue of Non-Convertible Bonds/ Debentures For For Business Purpose

21-Sep-16 HINDUJA GLOBAL SOLUTIONS LTD. Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For Abstain Routine proposal

21-Sep-16 HINDUJA GLOBAL SOLUTIONS LTD. Annual General Meeting Management To confirm three interim dividends aggregating Rs.13.75 per equity share and to declare final dividend

of Rs.1.25 per equity share (face value Rs.10.0)For For Dividend payout is encouraged. The aggregate dividend is Rs.15.0 per share. The total dividend outflow including dividend tax

for FY16 is Rs.347 mn. The dividend payout ratio for FY16 is 29.3%.

21-Sep-16 HINDUJA GLOBAL SOLUTIONS LTD. Annual General Meeting Management Reappoint Ms. Shanu S. P. Hinduja as Non-Executive Non-Independent Director For Abstain She has attended 44% of the board meetings held in FY16 and only 38% of the board meetings held over a three-year period.

We expect directors to take their responsibilities seriously and attend all meetings.

21-Sep-16 HINDUJA GLOBAL SOLUTIONS LTD. Annual General Meeting Management Reappointment of Price Waterhouse as statutory auditors for FY17 For Abstain HGS proposes to reappoint Price Waterhouse as statutory auditors for FY17. Price Waterhouse have been HGS’s statutory

auditors for 10 years. The reappointment is not in line with the spirit of Section 139 of the Companies Act 2013

21-Sep-16 HINDUJA GLOBAL SOLUTIONS LTD. Annual General Meeting Shareholder Appoint Yashodhan Madhusudan Kale as Non-Executive Non-Independent Director For For He will retire by rotation and his appointment is in line with the statutory requirements.

21-Sep-16 HINDUJA GLOBAL SOLUTIONS LTD. Annual General Meeting Shareholder Appoint Pradeep Mukerjee as an Independent Director for five years from 21 September 2016 For For He is a partner of Global HR Lead Partners LLP. His appointment is in line with the statutory requirements

21-Sep-16 HEIDELBERG CEMENT INDIA LIMITED Annual General Meeting Management Adoption of Financial Statements For Abstain Routine proposal

21-Sep-16 HEIDELBERG CEMENT INDIA LIMITED Annual General Meeting Management Re-appointment of Ms. Soek Peng Sim (holding DIN 06958955), as Director who retires by rotation. For For Dividend for shareholders

21-Sep-16 HEIDELBERG CEMENT INDIA LIMITED Annual General Meeting Management Ratification of appointment of S.R. Batliboi & Co. LLP, Chartered Accountants, as Statutory Auditors from

the conclusion of 57th AGM until conclusion of 58th AGM.

For Abstain SR Batliboi & Co have been statutory auditors for 10 years. There reappointment is not in spirit of the Companies Act 2013

21-Sep-16 HEIDELBERG CEMENT INDIA LIMITED Annual General Meeting Shareholder Appointment of Mr. Juan-Francisco Defalque (holding DIN 07318811) as Director. For For In line with statutory requirements

21-Sep-16 HEIDELBERG CEMENT INDIA LIMITED Annual General Meeting Shareholder Appointment of Mr. Kevin Gerard Gluskie (holding DIN 07413549) as Director. For For In line with statutory requirements

21-Sep-16 HEIDELBERG CEMENT INDIA LIMITED Annual General Meeting Management Ratification of remuneration of Cost Auditors for the financial year 2016-17. For For In line with statutory requirements

21-Sep-16 COAL INDIA LIMITED Annual General Meeting Management Adoption of Standalone Financial Statements ,Adoption of Consolidated Financial Statements For Abstain Routine proposal

21-Sep-16 COAL INDIA LIMITED Annual General Meeting Management To approve the Interim dividend paid on equity shares for the Financial Year 2015-16 as final dividend

for the year 2015-16.For For Dividend for shareholders

21-Sep-16 COAL INDIA LIMITED Annual General Meeting Management To appoint a director in place of Shri C.K.Dey who retires by rotation in terms of Section 152(6) of the

Companies Act, 2013 and Article 39(j) of Articles of Association of the Company and being eligible, offers

himself for reappointment


21-Sep-16 COAL INDIA LIMITED Annual General Meeting Shareholder Approval of appointment of Ms. Loretta Mary Vas as an Independent Director For For In line with statutory requirements

21-Sep-16 COAL INDIA LIMITED Annual General Meeting Shareholder Approval of appointment of Dr. Satish Balram Agnihotri as an Independent Director For For In line with statutory requirements

21-Sep-16 COAL INDIA LIMITED Annual General Meeting Shareholder Approval of appointment of Dr. D.C.Panigrahi as an Independent Director For For In line with statutory requirements

21-Sep-16 COAL INDIA LIMITED Annual General Meeting Shareholder Approval of appointment of Dr. Khanindra Pathak as an Independent Director For For In line with statutory requirements

21-Sep-16 COAL INDIA LIMITED Annual General Meeting Shareholder Approval of appointment of Shri. Vinod Jain as an Independent Director. For For In line with statutory requirements

21-Sep-16 COAL INDIA LIMITED Annual General Meeting Shareholder Appointment of Shri S N Prasad for the office of Director(Marketing). For For In line with statutory requirements

21-Sep-16 COAL INDIA LIMITED Annual General Meeting Management Recover expenses including actual cost of dispatch and incidental expenses from a member requesting

the desired documentsFor Abstain Inadequate information about charges and reasons thereof.

21-Sep-16 COAL INDIA LIMITED Annual General Meeting Shareholder Approval of appointment of Mr. Vivek Bharadwaj as a Additional Director. For For In line with statutory requirements

21-Sep-16 COAL INDIA LIMITED Annual General Meeting Shareholder Approval of appointment of Mr. Rajesh Kumar Sinha as a Non-Executive Director For For In line with statutory requirements

21-Sep-16 PETRONET LNG LTD Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For For Routine Resolution

21-Sep-16 PETRONET LNG LTD Annual General Meeting Management Declare dividend of Rs.2.5 per share For For Good for equity share holders

Page 42

21-Sep-16 PETRONET LNG LTD Annual General Meeting Management Reappoint D.K Sarraf as Non-Executive Non-Independent Director For For D. K. Sarraf is CMD of ONGC and its nominee on Petronet LNG’s board. His reappointment is in line with the statutory

requirements.

21-Sep-16 PETRONET LNG LTD Annual General Meeting Management Reappoint Philip Olivier as Non-Executive Non-Independent Director For For Philip Olivier is President of Engie (erstwhile GDF Suez) and a nominee Director of GDF International on the board. His


21-Sep-16 PETRONET LNG LTD Annual General Meeting Management Reappoint T. R. Chadha & Co as statutory auditor for FY17 For For T. R. Chadha & Co. was appointed as the statutory auditor in FY13. Their reappointment is in line with the statutory

requirements

21-Sep-16 PETRONET LNG LTD Annual General Meeting Shareholder Appoint Subir Purkayastha as Non-Executive Non-Independent Director For For Subir Purkayastha is Director (Finance) of GAIL India and its nominee on Petronet LNG’s board. His appointment is in line with

the statutory requirements

21-Sep-16 PETRONET LNG LTD Annual General Meeting Management Fix remuneration of Rs.0.1 mn for K. L. Jaisingh & Co as cost auditors in FY17 For For The remuneration of Rs.0.1 mn proposed to be paid to the cost auditors in FY17 is reasonable compared to the size and scale of

operations

21-Sep-16 PETRONET LNG LTD Annual General Meeting Management Approve related party transactions for FY17 For For The company has existing arrangements with BPCL, IOCL and GAIL for LNG sales and regasification services. In FY16, the total

quantum of transactions amounted to Rs.258.4 bn (~94% of revenues). To execute these contracts, the company seeks to

approve transactions to be undertaken in FY17 with these entities and its other associates and JVs

21-Sep-16 PETRONET LNG LTD Annual General Meeting Management Approve commission of upto 1% of net profits for all Directors for a period of five years w.e.f 1 April

2016

For For The company has 12 directors on the board who are eligible to receive commission. Based on FY16 standalone profits, this

amounts to an average of Rs.7.8 mn per director

21-Sep-16 PETRONET LNG LTD Annual General Meeting Management Extend tenure of R.K Garg as Director (Finance) for another year w.e.f 20 July 2016 For For R. K Garg was appointed as Director (Finance) on 20 July 2011, for a period of five years. The extension of his tenure is an

operational decision of the company

22-Sep-16 BHARAT HEAVY ELECTRICALS LTD Annual General Meeting Management Adoption of Financial statements of the Company for the year ended 31stMarch, 2016 together with the

Directorsâ€™ Report and Auditorsâ€™ Report thereon


22-Sep-16 BHARAT HEAVY ELECTRICALS LTD Annual General Meeting Management Declaration of Dividend for the financial year 2015-16 For For Routine resolution

22-Sep-16 BHARAT HEAVY ELECTRICALS LTD Annual General Meeting Management Re-appointment of Shri D. Bandyopadhyay (DIN: 07221633) who retires by rotation For For Good candidature

22-Sep-16 BHARAT HEAVY ELECTRICALS LTD Annual General Meeting Management Re-appointment of Shri Amitabh Mathur (DIN: 07275427) who retires by rotation For For Good candidature

22-Sep-16 BHARAT HEAVY ELECTRICALS LTD Annual General Meeting Management Authorize the Board of Directors to fix the remuneration of the Auditors for the year 2016-17 For For In line with general business practice

22-Sep-16 BHARAT HEAVY ELECTRICALS LTD Annual General Meeting Management Ratification of Remuneration of Cost Auditors for financial year 2016-17 For For In line with general business practice

22-Sep-16 BHARAT HEAVY ELECTRICALS LTD Annual General Meeting Management Appointment of Shri Subrata Biswas (DIN: 07297184) as Director For For Good candidature

22-Sep-16 BHARAT HEAVY ELECTRICALS LTD Annual General Meeting Management Appointment of Shri Rajesh Kishore (DIN: 02425323) as Director For For Good candidature

22-Sep-16 BHARAT HEAVY ELECTRICALS LTD Annual General Meeting Management Appointment of Shri Keshav N. Desiraju (DIN: 07372233) as Director For For Good candidature

22-Sep-16 BHARAT HEAVY ELECTRICALS LTD Annual General Meeting Management Appointment of Shri R. Swaminathan (DIN: 01811819) as Director For For Good candidature

22-Sep-16 BHARAT HEAVY ELECTRICALS LTD Annual General Meeting Management Appointment of Shri T. Chockalingam (DIN: 07428614) as Director For For Good candidature

22-Sep-16 BHARAT HEAVY ELECTRICALS LTD Annual General Meeting Management Appointment of Dr. Subhash Chandra Pandey (DIN: 01613073) as Director For For Good candidature

22-Sep-16 BHARAT HEAVY ELECTRICALS LTD Annual General Meeting Management Appointment of Shri Akhil Joshi (DIN: 06604954) as Director For For Good candidature

22-Sep-16 BHARAT ELECTRONICS LTD Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For ABSTAIN Routine proposal

22-Sep-16 BHARAT ELECTRONICS LTD Annual General Meeting Management To approve the Interim dividend paid and declare final dividend For FOR Dividend for shareholders

22-Sep-16 BHARAT ELECTRONICS LTD Annual General Meeting Management Reappoint M L Shanmukh as an Executive Director For FOR Dividend for shareholders

22-Sep-16 BHARAT ELECTRONICS LTD Annual General Meeting Management Fix the remuneration of statutory auditors appointed by the Comptroller and Auditor General of India

(CAG)

For FOR In line with statutory requirements

22-Sep-16 BHARAT ELECTRONICS LTD Annual General Meeting Shareholder Appoint Ms. Kusum Singh as Non-Executive Non-Independent Director (Government Nominee) from 26

August 2015For FOR In line with statutory requirements

22-Sep-16 BHARAT ELECTRONICS LTD Annual General Meeting Shareholder Appoint Dr. Bhaskar Ramamurthi as an Independent Director from 2 December 2015 For FOR In line with statutory requirements

22-Sep-16 BHARAT ELECTRONICS LTD Annual General Meeting Shareholder Appoint Dr. R K Shevgaonkar as an Independent Director from 2 December 2015 For FOR In line with statutory requirements

22-Sep-16 BHARAT ELECTRONICS LTD Annual General Meeting Shareholder Appoint Ms. Usha Mathur as an Independent Director from 23 December 2015 For FOR In line with statutory requirements

22-Sep-16 BHARAT ELECTRONICS LTD Annual General Meeting Shareholder Appoint Sharad Sanghi as an Independent Director from 7 Jan 2016 For FOR In line with statutory requirements

22-Sep-16 BHARAT ELECTRONICS LTD Annual General Meeting Shareholder Approval of appointment of Mr. Girish Kumar as a Non-Executive Director. For FOR In line with statutory requirements

22-Sep-16 BHARAT ELECTRONICS LTD Annual General Meeting Shareholder Appoint Nataraj Krishnappa as Director (Other Units) from 1 May 2016 and fix his remuneration For FOR In line with statutory requirements

22-Sep-16 BHARAT ELECTRONICS LTD Annual General Meeting Management Approve remuneration of Rs.0.35 mn for GNV & Associates as cost auditors for FY17 For FOR In line with statutory requirements

22-Sep-16 TD Power Systems Limited Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For Abstain Routine proposal

22-Sep-16 TD Power Systems Limited Annual General Meeting Management To declare final dividend For FOR Dividend for shareholders

22-Sep-16 TD Power Systems Limited Annual General Meeting Management Reappoint K.G. Prabhakar as Whole Time Director For FOR In line with statutory requirements

22-Sep-16 TD Power Systems Limited Annual General Meeting Management Reappoint B.K. Ramadhyani & Co. LLP as statutory auditors for one year and fix their remuneration For FOR In line with statutory requirements

22-Sep-16 TD Power Systems Limited Annual General Meeting Management Appoint Mitsuo Sekino as the company’s Japan branch auditor for FY17 For FOR In line with statutory requirements

22-Sep-16 TD Power Systems Limited Annual General Meeting Management Ratify remuneration of Rs.0.15 mn payable to Rao, Murthy & Associates, Cost Auditors for FY17 For FOR In line with statutory requirements

22-Sep-16 GATEWAY DISTRIPARKS LTD Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year ended 31 March 2016 For FOR Routine and mandatory resolution.

22-Sep-16 GATEWAY DISTRIPARKS LTD Annual General Meeting Management To confirm two interim dividends For FOR The total dividend outflow including dividend tax for FY16 is Rs.916 mn. The dividend payout ratio for FY16 is 86.4%

22-Sep-16 GATEWAY DISTRIPARKS LTD Annual General Meeting Management Ratify Price Waterhouse’s reappointment as statutory auditors for FY17 and fix their remuneration For FOR Price Waterhouse were reappointed as the statutory auditors in FY15 AGM for a period of two years. No major concern

22-Sep-16 GATEWAY DISTRIPARKS LTD Annual General Meeting Management To note the retirement of Arun Agarwal as director and not to fill the vacancy caused on the board For FOR He will retire as a director in the forthcoming AGM. The vacancy created on the board will not be filled

22-Sep-16 GATEWAY DISTRIPARKS LTD Annual General Meeting Shareholder Appoint Ms. Mamta Gupta as Non-Executive Non-Independent Director For FOR Her appointment is in line with all statutory requirements. No major concern

22-Sep-16 GATEWAY DISTRIPARKS LTD Annual General Meeting Management Appoint Arun Kumar Gupta as an Independent Director upto 26 April 2021 For FOR Arun Kumar Gupta is a Director on the board of Snowman Logistics Limited. His appointment is in line with all statutory

requirements

22-Sep-16 GATEWAY DISTRIPARKS LTD Annual General Meeting Management Reappoint Bhaskar Reddy as an Independent Director upto 30 April 2021 For FOR Bhaskar Reddy has served the Government of India in Indian Revenue Service (Income Tax) for over 30 years. No concern has

been identified regarding the profile, time commitments, attendance performance and profile.

22-Sep-16 GATEWAY DISTRIPARKS LTD Annual General Meeting Management Reappoint Shabbir Hassanbhai as an Independent Director upto 21 September 2021 For FOR Mr. Shabbir Hassanbhai has been associated with the Company for 21 years. The Companies Act, 2013 states that tenure of

independent directors should be restricted to 10 years. Although the Companies Act considers tenure post 2013 only.

22-Sep-16 REPCO HOME FINANCE LIMITED Annual General Meeting Management Adoption of Accounts For For Routine Resolution

22-Sep-16 REPCO HOME FINANCE LIMITED Annual General Meeting Management Declaration of Dividend For For Routine Resolution

22-Sep-16 REPCO HOME FINANCE LIMITED Annual General Meeting Management Re-appointment of Smt. Sanjeevanee Kutty, as a director liable to retire by rotation. For Abstain Attendance is low

22-Sep-16 REPCO HOME FINANCE LIMITED Annual General Meeting Management Appointment of M/s. R. Subramaniam and Company as the Statutory Auditors of the Company. For For Routine Resolution

22-Sep-16 REPCO HOME FINANCE LIMITED Annual General Meeting Management To issue Non-Convertible Debenture on Private placement. For For Business Purpose

22-Sep-16 REPCO HOME FINANCE LIMITED Annual General Meeting Management To approval for RHFL ESOP Scheme 2016 For For No concern has been identified

22-Sep-16 MINDA CORPORATION LIMITED Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For For Routine Resolution

22-Sep-16 MINDA CORPORATION LIMITED Annual General Meeting Management Declare dividend on cumulative redeemable preference shares For For Good practice to share profits

22-Sep-16 MINDA CORPORATION LIMITED Annual General Meeting Management Declare final dividend of Rs.0.3 per share and confirm payment of interim dividend of Rs.0.2 per share

(face value Rs.2)

For For Good practice to share profits

22-Sep-16 MINDA CORPORATION LIMITED Annual General Meeting Management Re-appoint Ashok Minda as Director For For His reappointment is in line with all the statutory requirements.

22-Sep-16 MINDA CORPORATION LIMITED Annual General Meeting Management Appoint BSR & Co LLP as statutory auditors for five years For For Their appointment is in line with all the statutory requirements

22-Sep-16 MINDA CORPORATION LIMITED Annual General Meeting Management Approve remuneration of Rs. 400,000 payable to Chandra Wadhwa & Co as cost auditors for FY17 For For The total remuneration proposed to be paid to the cost auditors in FY17 is reasonable compared to the size and scale of

operations.

Page 43

22-Sep-16 MINDA CORPORATION LIMITED Annual General Meeting Management Re-appoint Ashok Minda as Chairperson and CEO for three years and fix his remuneration with effect

from 1 August 2016

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

22-Sep-16 GUJARAT STATE PETRONET LTD Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year ended 31 March 2016 For For Routine Resolution

22-Sep-16 GUJARAT STATE PETRONET LTD Annual General Meeting Management Declare dividend of Rs.1.5 per share For For Good for equity share holders

22-Sep-16 GUJARAT STATE PETRONET LTD Annual General Meeting Management Reappoint Ms. Shridevi Shukla as Non-Executive Non-Independent Director For For Shridevi Shukla is the former State Information Commissioner of Gujarat and the nominee of Gujarat State Petroleum

Corporation on the board. She retires by rotation and her reappointment is in line with the statutory requirements.

22-Sep-16 GUJARAT STATE PETRONET LTD Annual General Meeting Management Authorise board to fix remuneration for statutory auditors for FY17 For For The auditors in the company are appointed by the Comptroller & Auditor General of India (CAG). The remuneration for these

auditors will be fixed by the board. In FY16, the auditors were paid a remuneration of Rs.0.2 mn, which is reasonable. We

expect auditor remuneration to remain in the similar levels in FY17.

22-Sep-16 GUJARAT STATE PETRONET LTD Annual General Meeting Shareholder Appoint Dr. Sudhir Kumar Jain as Independent Director for a period of five years w.e.f 23 October 2015 For For Dr. Sudhir Kumar Jain is a Professor at IIT Kanpur. His appointment is in line with the statutory requirements.

22-Sep-16 GUJARAT STATE PETRONET LTD Annual General Meeting Shareholder Appoint Bhadresh Mehta as Independent Director for a period of five years w.e.f 23 October 2015 For For Bhadresh Mehta is a practicing Chartered Accountant. His appointment is in line with the statutory requirements.

22-Sep-16 GUJARAT STATE PETRONET LTD Annual General Meeting Shareholder Appoint Sujit Gulati, as Non-Executive Non-Independent Director For For Sujit Gulati is an IAS officer and is presently Additional Chief Secretary, Energy and Petrochemicals Department Government of

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

22-Sep-16 GUJARAT STATE PETRONET LTD Annual General Meeting Management Fix remuneration of Rs.0.1 mn for R K Patel & Co as cost auditors in FY17 For For The remuneration of Rs.0.1 mn proposed to be paid to the cost auditors in FY17 is reasonable compared to the size and scale of

operations.

22-Sep-16 GUJARAT STATE PETRONET LTD Annual General Meeting Management Approve remuneration of Rs.1.7 mn for M.M Srivastava, Non-Executive Chairperson, for a period of two

years w.e.f 24 August 2016

For For M.M Srivastava was paid a remuneration of Rs.1.6 mn (excluding sitting fees) for the period between 28 August 2015 and 24

August 2016. His proposed annual remuneration of Rs.1.7 mn is reasonable, compared to the size and scale of operations.

22-Sep-16 SOLAR INDUSTRIES INDIA LIMITED Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For ABSTAIN Routine proposal

22-Sep-16 SOLAR INDUSTRIES INDIA LIMITED Annual General Meeting Management To confirm interim dividends For For Dividend for shareholders

22-Sep-16 SOLAR INDUSTRIES INDIA LIMITED Annual General Meeting Management Re-appointment of Shri Roomie Dara Vakil (DIN: 00180806) who retires by rotation For For In line with statutory requirements

22-Sep-16 SOLAR INDUSTRIES INDIA LIMITED Annual General Meeting Management Ratification of appointment of M/s Gandhi Rathi & Co., Chartered Accountants, as Auditors and fixing

their remuneration

For ABSTAIN Routine proposal

22-Sep-16 SOLAR INDUSTRIES INDIA LIMITED Annual General Meeting Management Ratification of the remuneration of Cost Auditor For For In line with statutory requirements

22-Sep-16 INOX WIND LTD Annual General Meeting Management Adoption of the Audited Standalone Financial Statements of the Company for the Financial Year ended

31st March, 2016, the report of Auditors thereon and the report of the Board of Directors for the said

year; and the Audited Consolidated Financial Statements of the Company for the Financial Year ended

31st March, 2016 and the report of the Auditors thereon


22-Sep-16 INOX WIND LTD Annual General Meeting Management Appointment of Director in place of Shri Deepak Asher, who retires by rotation and, being eligible, seeks

re-appointment


22-Sep-16 INOX WIND LTD Annual General Meeting Management To ratify appointment of Statutory Auditor and to fix their remuneration. For For In line with general business practice

22-Sep-16 INOX WIND LTD Annual General Meeting Management Approval for re-appointment of Shri Rajeev Gupta as Whole-time Director of the Company and

ratification of remuneration paid for the financial year 2015-16.For For Good candidature

22-Sep-16 INOX WIND LTD Annual General Meeting Management Approval of remuneration to the Cost Auditors For For In line with general business practice

23-Sep-16 SCHNEIDER ELECTRIC INFRASTRUCTURE LIMITED Annual General Meeting Management To receive, consider and adopt the Audited Balance Sheet as at March 31, 2016, the Profit & Loss

Account for the year ended on that date together with the Schedules and Notes attached thereto, along

with the Reports of Board of Directors and Auditors thereon.


23-Sep-16 SCHNEIDER ELECTRIC INFRASTRUCTURE LIMITED Annual General Meeting Management To appoint a Director in place of Mr. Sugata Sircar (DIN 01119161) who retires by rotation at this Annual

General Meeting and, being eligible, offers himself for re-appointment


23-Sep-16 SCHNEIDER ELECTRIC INFRASTRUCTURE LIMITED Annual General Meeting Management To appoint a Director in place of Ms. Sonali Kaushik (DIN 07011781) who retires by rotation at this

Annual General Meeting and, being eligible, offers herself for re-appointment


23-Sep-16 SCHNEIDER ELECTRIC INFRASTRUCTURE LIMITED Annual General Meeting Management To ratify the appointment of M/s S.R Batliboi & Co, LLP, Chartered Accountants, Statutory Auditors for

FY 2016-17 and fix their remunerationFor For In line with general business practice, Good candidature

23-Sep-16 SCHNEIDER ELECTRIC INFRASTRUCTURE LIMITED Annual General Meeting Shareholder To appoint Mr. Vivek Sarwate as Director of the Company For For Good candidature

23-Sep-16 SCHNEIDER ELECTRIC INFRASTRUCTURE LIMITED Annual General Meeting Management To appoint Mr. Vivek Sarwate as Whole-time Director for a period of two years with effect from 04th

February, 2016For For Good candidature

23-Sep-16 SCHNEIDER ELECTRIC INFRASTRUCTURE LIMITED Annual General Meeting Management To ratify the remuneration of the Cost auditors for the year ending on 31st March, 2017 For For In line with general business practice, Good candidature

23-Sep-16 SCHNEIDER ELECTRIC INFRASTRUCTURE LIMITED Annual General Meeting Management To approve participation of employees of the Company in the World Wide Employee Share Ownership

Plan (WESOP) Scheme of the Ultimate Holding Company, Schneider Electric SE, France and to ratify the

financial assistance provided by the Company to the employees of the Company during the year 2015-

16.

For For Scheme to incentivize the employee benefiting the firm in long run.

23-Sep-16 IRB INFRASTRUCTURE DEVELOPERS LTD Annual General Meeting Management Consider and adopt Audited Financial Statement, Reports of the Board of Directors and Auditors For For Routine resolution

23-Sep-16 IRB INFRASTRUCTURE DEVELOPERS LTD Annual General Meeting Management To approve two interim dividends aggregating ` 4/- per equity share already paid during financial year

2015-16.For For Routine resolution

23-Sep-16 IRB INFRASTRUCTURE DEVELOPERS LTD Annual General Meeting Management Re-appointment of Mr. Mukeshlal Gupta who retires by rotation For For Good candidature

23-Sep-16 IRB INFRASTRUCTURE DEVELOPERS LTD Annual General Meeting Management Appointment of Auditors and fixing their remuneration For For In line with general business practice

23-Sep-16 IRB INFRASTRUCTURE DEVELOPERS LTD Annual General Meeting Shareholder Appointment of Mr. Sunil Tandon as an Independent Director For For Good candidature

23-Sep-16 IRB INFRASTRUCTURE DEVELOPERS LTD Annual General Meeting Management Revision in remuneration of Mr.Â Virendra D. Mhaiskar as a Managing Director For For Good candidature

23-Sep-16 IRB INFRASTRUCTURE DEVELOPERS LTD Annual General Meeting Management Appointment of Mrs. Deepali V. Mhaiskar as a Whole Time Director For For Good candidature

23-Sep-16 IRB INFRASTRUCTURE DEVELOPERS LTD Annual General Meeting Management Ratification of remuneration payable to Mrs. Netra Shashikant Apte, Cost Accountants (FRN: 102229)

Cost Auditors of the Company for the financial year ended on March 31, 2016

For For In line with general business practice

23-Sep-16 IRB INFRASTRUCTURE DEVELOPERS LTD Annual General Meeting Management Increase in Borrowing power under Section 180(1)(c) of the Companies Act, 2013 For For Increase to meet business requirement

23-Sep-16 GAIL (INDIA) LTD Annual General Meeting Management Adoption of standalone and consolidated financial statements for the period ended 31 March 2016 For For Routine Resolution

23-Sep-16 GAIL (INDIA) LTD Annual General Meeting Management Confirm the payment of interim dividend of Rs.2.50 and declare final dividend of Rs.3 per equity share

of Rs.10 eachFor For Good for equity share holders

23-Sep-16 GAIL (INDIA) LTD Annual General Meeting Management Reappoint Subir Purkayastha as Director, liable to retire by rotation For For Subir Purkayastha (DIN-06850526) is Director (Finance). He retires by rotation and his reappointment is in line with all statutory

requirements.

23-Sep-16 GAIL (INDIA) LTD Annual General Meeting Management Reappoint Ashutosh Jindal as Director, liable to retire by rotation For For Ashutosh Jindal (DIN-05286122) is the Joint Secretary (International Cooperation & Gas Projects), Ministry of Petroleum &

Natural Gas. He is Nominee Director of MoPNG. He retires by rotation and his reappointment is in line with all statutory

requirements.

23-Sep-16 GAIL (INDIA) LTD Annual General Meeting Management Fix remuneration of joint statutory auditors appointed by the Comptroller and Auditor General of India

for FY17

For For The total audit fees of Rs.9.0 mn in FY16 (excluding tax and reimbursements) is commensurate with the size and complexity of


23-Sep-16 GAIL (INDIA) LTD Annual General Meeting Shareholder Appoint Sanjay Kumar Srivastava as Independent Director for three years with effect from 20 November

2015For For Sanjay Kumar Srivastava (DIN-02163658) is a retired civil servant (IAS officer). His appointment is in line with all statutory

requirements.

23-Sep-16 GAIL (INDIA) LTD Annual General Meeting Shareholder Appoint Anupam Kulshrestha as Independent Director for three years with effect from 28 November

2015

For For Anupam Kulshrestha (DIN-07352288) retired as Dy. Comptroller and Auditor General of India in 2012. His appointment is in line

with all statutory requirements.

23-Sep-16 GAIL (INDIA) LTD Annual General Meeting Management Appoint Sanjay Tandon as Independent Director for three years with effect from 20 November 2015 For For Sanjay Tandon (DIN-00484699) is a Chartered Accountant. His appointment is in line with all statutory requirements.

23-Sep-16 GAIL (INDIA) LTD Annual General Meeting Management Ratify remuneration paid to cost accountants for FY16 and payable in FY17 For For GAIL proposes to ratify remuneration of Rs.2.1 mn to its cost auditors for FY16 and authorize the board to fix the remuneration

of cost auditors for FY17. The FY16 remuneration is reasonable compared to the size and scale of operations.

Page 44

23-Sep-16 GAIL (INDIA) LTD Annual General Meeting Management Approve related party transaction upto Rs.181.6 bn with Petronet LNG Ltd in FY17 For For These transactions can increase upto Rs.181.6 bn in FY17, and exceed 10% of the consolidated turnover of the company.The

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

23-Sep-16 GAIL (INDIA) LTD Annual General Meeting Management Issuance of non-convertible bonds upto Rs.25.0 bn on private placement basis The issuance will be

within the overall borrowing limit of the Company and used to finance capital expenditure. As at 31

March 2016, the company had a networth of Rs.303.1 bn and borrowings were Rs.81.2 bn. The

Company has significant headroom (Rs.221.9 bn) to raise debt capital. The proposed borrowings will

raise Rs.25 bn.

For For The total remuneration proposed to be paid to the cost auditors in FY17 is reasonable compared to the size and scale of

operations.

23-Sep-16 JAGRAN PRAKASHAN LTD Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year ended 31 March 2016 For Abstain Routine proposal

23-Sep-16 JAGRAN PRAKASHAN LTD Annual General Meeting Management Re-appoint Sunil Gupta (DIN- 00317228), as Director liable to retire by rotation For For His re-appointment is in line with the statutory requirements

23-Sep-16 JAGRAN PRAKASHAN LTD Annual General Meeting Management Re-appoint Satish Mishra (DIN- 06643245), as Director liable to retire by rotation For For His re-appointment is in line with the statutory requirements

23-Sep-16 JAGRAN PRAKASHAN LTD Annual General Meeting Management Re-appoint Price Waterhouse LLP as statutory auditors for one year For Abstain Price Waterhouse LLP have been the company’s statutory auditors for the last ten years. The reappointment is not in line with

the spirit of Section 139 of the Companies Act 2013

23-Sep-16 JAGRAN PRAKASHAN LTD Annual General Meeting Shareholder Re-appoint Anita Nayyar (DIN 03317861) as Independent Director till AGM of 2019 For For Anita Nayyar (54) is CEO India and South Asia for Havas Media Group. She has attended 3 of 6 (50%) of the board meetings in

FY16 and 5 of 10 board meetings (50%) since her appointment on the board on 30 September 2014

23-Sep-16 JAGRAN PRAKASHAN LTD Annual General Meeting Shareholder Appoint Vikram Sakhuja (DIN 00398420) as Independent Director till AGM of 2020 For For His appointment as Independent Director from 15 April 2016 is in line with all statutory requirements.

23-Sep-16 JAGRAN PRAKASHAN LTD Annual General Meeting Management Re-appoint Mahendra Mohan Gupta (DIN- 00020451) as Chairman and Managing Director from 01

October 2016 and fix his remunerationFor For Mahendra Mohan Gupta’s proposed remuneration is in line with the steadily improving performance of JPL and in line with that

paid to peers in the publishing industry.

23-Sep-16 JAGRAN PRAKASHAN LTD Annual General Meeting Management Re-appoint Sanjay Gupta (DIN-00028734) as Whole Time Director and Chief Executive Officer from 01

October 2016 and fix his remunerationFor For Sanjay Gupta is Chief Editor of Dainik Jagran and CEO of JPL. Sanjay Gupta was paid a remuneration of Rs 19.0 mn in FY16, a

10.2% growth over his FY15 pay. His proposed terms of remuneration are Rs 26.0 mn (basic + perquisites, all fixed) with a 10%

increment each year upto Rs 36.4 mn till October 2021

23-Sep-16 JAGRAN PRAKASHAN LTD Annual General Meeting Management Re-appoint Shailesh Gupta (DIN-00192466) as Whole Time Director from 01 October 2016 and fix his

remuneration

For For Shailesh Gupta’s proposed remuneration is in line with the steadily improving performance of JPL and in line with that paid to

peers in the publishing industry

23-Sep-16 JAGRAN PRAKASHAN LTD Annual General Meeting Management Re-appoint Dhirendra Mohan Gupta (DIN- 01057827) as Whole Time Director from 01 October 2016 and

fix his remunerationFor For Dhirendra Mohan Gupta’s proposed remuneration is in line with the steadily improving performance of JPL and in line with that

paid to peers in the publishing industry.

23-Sep-16 JAGRAN PRAKASHAN LTD Annual General Meeting Management Re-appoint Sunil Gupta (DIN- 00317228) as Whole Time Director from 01 October 2016 and fix his

remunerationFor For Sunil Gupta’s proposed remuneration is in line with the steadily improving performance of JPL and in line with that paid to peers

in the publishing industry.

23-Sep-16 HERO MOTOCORP LTD Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year ended 31 March 2016 For For Routine Resolution

23-Sep-16 HERO MOTOCORP LTD Annual General Meeting Management Declare final dividend of Rs.32.0 per share and confirm interim dividend of Rs. 40.0 per share (Face

Value: Rs.2


23-Sep-16 HERO MOTOCORP LTD Annual General Meeting Management Re-appoint Suman Kant Munjal as Non-Executive Non-Independent Director For For He retires by rotation and his re-appointment is in line with statutory requirements.

23-Sep-16 HERO MOTOCORP LTD Annual General Meeting Management Ratify Deloitte Haskins & Sells’ re-appointment as statutory auditors for one year For ABSTAIN The ratification is neither in line with our Voting Policy on Auditor (Re)Appointment nor does it follow the spirit of Section 139 of

the Companies Act, 2013.

23-Sep-16 HERO MOTOCORP LTD Annual General Meeting Management Appoint Paul Edgerley as Independent Director for five years For For His reappointment is in line with all the statutory requirements

23-Sep-16 HERO MOTOCORP LTD Annual General Meeting Management Re-appoint Pawan Munjal as Chairperson, Managing Director and CEO for five years and fix his

remunerationFor For His reappointment is in line with all the statutory requirements

23-Sep-16 HERO MOTOCORP LTD Annual General Meeting Management Appoint Vikram Kasbekar as Executive Director for three years and fix his remuneration For For Remuneration is commensurate with the size and complexity of the company. Further, it is in line with peers in the industry.

23-Sep-16 HERO MOTOCORP LTD Annual General Meeting Management Approve remuneration of Rs. 0.5 mn payable to Ramanath Iyer & Co as cost auditors for FY17 For For The total remuneration proposed to be paid to the cost auditors in FY17 is reasonable compared to the size and scale of

operations.

23-Sep-16 GRASIM INDUSTRIES LTD Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 ,Adoption of Consolidated financial

statements for the year ended 31 March 2016


23-Sep-16 GRASIM INDUSTRIES LTD Annual General Meeting Management To declare dividend For For Dividend for shareholders

23-Sep-16 GRASIM INDUSTRIES LTD Annual General Meeting Management Reappoint Shailendra Jain as Non-Executive Non-Independent Director For For In line with statutory requirements

23-Sep-16 GRASIM INDUSTRIES LTD Annual General Meeting Management Reappoint Ms. Rajashree Birla as Non-Executive Non-Independent Director For For In line with statutory requirements

23-Sep-16 GRASIM INDUSTRIES LTD Annual General Meeting Management Reappoint G. P. Kapadia & Co as joint statutory auditors for FY17 and fix their remuneration For Abstain G. P. Kapadia & Co have been Grasim’s joint statutory auditors for 17 years. Their reappointment is not in line with the spirit of

the Companies Act 2013.

23-Sep-16 GRASIM INDUSTRIES LTD Annual General Meeting Management Appointment of B S R & Co LLP as joint statutory auditors for a period of five years and fix their

remunerationFor For In line with statutory requirements

23-Sep-16 GRASIM INDUSTRIES LTD Annual General Meeting Management Appoint K. K. Maheshwari as Non-Executive Non-Independent Director from 1 April 2016 For For In line with statutory requirements

23-Sep-16 GRASIM INDUSTRIES LTD Annual General Meeting Management Appoint Arun Kannan Thiagarajan as an Independent Director for five years from 7 May 2016 For For In line with statutory requirements

23-Sep-16 GRASIM INDUSTRIES LTD Annual General Meeting Management Appoint Dilip Gaur as an Executive Director For For In line with statutory requirements

23-Sep-16 GRASIM INDUSTRIES LTD Annual General Meeting Management Appoint Dilip Gaur as Managing Director for five years from 1 April 2016 and fix his Remuneration For For In line with statutory requirements

23-Sep-16 GRASIM INDUSTRIES LTD Annual General Meeting Management Fix commission for non-executive directors for five years from 1 April 2016 at an amount not

exceeding 1% of net profits


23-Sep-16 GRASIM INDUSTRIES LTD Annual General Meeting Management Approve private placement of securities aggregating Rs.20 bn by way of redeemable non-convertible

debentures (NCDs) for one yearFor For In line with statutory requirements

23-Sep-16 GRASIM INDUSTRIES LTD Annual General Meeting Management Approve remuneration of Rs.0.75 mn for D.C. Dave & Co as cost auditors for FY17 For For In line with statutory requirements

23-Sep-16 GRASIM INDUSTRIES LTD Annual General Meeting Management To approve sub-division of equity share capital For For In line with statutory requirements

23-Sep-16 GRASIM INDUSTRIES LTD Annual General Meeting Management Amendment in capital clause V of the Memorandum of Association to reflect the sub-division of equity

share capital


23-Sep-16 GRASIM INDUSTRIES 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 In line with statutory requirements

23-Sep-16 SUN TV NETWORK LIMITED Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For Abstain Routine proposal.

23-Sep-16 SUN TV NETWORK LIMITED Annual General Meeting Management Confirm interim dividends of Rs.6.0 per share, Rs. 2.0 per share and Rs. 7.5 per share (FV Rs.5) as final

dividendFor For Sun TV paid three interim dividends of Rs.6.0 per share, Rs. 2.0 per share and Rs. 7.5 per share (FV Rs.5). This aggregates to a

total dividend of Rs.15.5 per share. Total dividend including the dividend distribution tax for the year is Rs.7.3 bn. Payout ratio

for FY16 is 83.29% for FY16 (85.5% in FY15).

23-Sep-16 SUN TV NETWORK LIMITED Annual General Meeting Management Reappoint Ms. Kavery Kalanithi as an Executive Director For For Ms. Kavery Kalanithi is part of the promoter group. She attended 71% of the board meetings in 2016 and 80% of the board

meetings over the past three years. We expect directors to take their responsibilities seriously and attend all meeting

23-Sep-16 SUN TV NETWORK LIMITED Annual General Meeting Management Ratify appointment of SR Batliboi & Associates LLP as statutory auditors for FY17 For Abstain SR Batliboi & Associates have been Sun TV’s statutory auditors for the past 17 years. We believe auditors should be rotated at

least once in 10 years. The ratification is neither in line with our Voting Policy on Auditor Rotation nor follows the spirit of


23-Sep-16 Cox & Kings Ltd Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For Abstain Routine proposal

23-Sep-16 Cox & Kings Ltd Annual General Meeting Management To declare dividend For For Dividend for shareholders

23-Sep-16 Cox & Kings Ltd Annual General Meeting Management Reappoint Ms. Urrshila Kerkar as Executive Director For For In line with statutory requirements

23-Sep-16 Cox & Kings Ltd Annual General Meeting Management Reappoint Chaturvedi & Shah as statutory auditors for FY17 For Abstain Chaturvedi & Shah have been statutory auditors for 10 years. Their reappointment is not in line with the spirit of the Companies

Act 2013.

23-Sep-16 Cox & Kings Ltd Annual General Meeting Management Approve private placement of Non-Convertible Debentures upto an amount of Rs. 8.0 bn For For In line with statutory requirements

Page 45

24-Sep-16 RAMKRISHNA FORGINGS LTD Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year ended 31 March 2016 For For Routine Resolution

24-Sep-16 RAMKRISHNA FORGINGS LTD Annual General Meeting Management Declaration of final dividend of Rs. 2 per share (Face Value: Rs.10) For For Good practice to share profits with share holders

24-Sep-16 RAMKRISHNA FORGINGS LTD Annual General Meeting Management Reappoint Mahabir Prasad Jalan (DIN: 00354690) as Director liable to retire by rotation For For His reappointment is in line with the statutory requirements

24-Sep-16 RAMKRISHNA FORGINGS LTD Annual General Meeting Management Ratify Singhi & Co as statutory auditors for one year and fix their remuneration For For Their appointment is in line with the statutory requirements

24-Sep-16 RAMKRISHNA FORGINGS LTD Annual General Meeting Management Appoint Jitendra K Agarwal & Associates as statutory auditors for five years till FY21 and hold office

jointly with Singhi and Co. for one year till FY17.For For The Company proposes to appoint Jitendra K Agarwal & Associates as joint statutory auditors to take over from outgoing

auditors Singhi & Co. The appointment is in line with all the statutory requirements.

24-Sep-16 RAMKRISHNA FORGINGS LTD Annual General Meeting Shareholder Appoint Sandipan Chakravortty (DIN 00053550), as Independent Director for a period of five years from

21 May 2016


24-Sep-16 RAMKRISHNA FORGINGS LTD Annual General Meeting Shareholder Appoint Partha Sarathi Bhattacharyya (DIN 00329479), as Independent Director for a period of five years

from 21 May 2016


24-Sep-16 RAMKRISHNA FORGINGS LTD Annual General Meeting Management Approve remuneration for U. Sharma & Associates, as cost auditor for FY17 For For The payment of Rs. 350,000 proposed to be paid to the cost auditors in FY17 for services rendered, is reasonable compared to

the size and scale of operations

24-Sep-16 RAMKRISHNA FORGINGS LTD Annual General Meeting Management Reappointment of Mahabir Prasad Jalan as Wholetime Director (Chairperson) for five years from 5

November 2016 and to fix his remunerationFor For The proposed pay is commensurate with the company’s size and performance

24-Sep-16 RAMKRISHNA FORGINGS LTD Annual General Meeting Management Reappointment of Naresh Jalan (DIN:00375462) as Managing Director for five years from 5 November

2016 and to fix his remunerationFor For The proposed pay is commensurate with the company’s size and performance

24-Sep-16 RAMKRISHNA FORGINGS LTD Annual General Meeting Management Reappointment of Pawan Kumar Kedia (DIN:00375557) as Director Finance for three years from 1 April

2016 and to fix his remuneration

For For The proposed pay is commensurate with the size and complexity of his responsibilities

24-Sep-16 RAMKRISHNA FORGINGS LTD Annual General Meeting Management To revise the grant price of stock options under the RKFL ESOP 2015 from 90% of the market price

(prevailing on date of grant) to Rs 400 per option

For ABSTAIN 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,

RKFL is attempting to protect employees’ downside risk and ensure that they gain on the upside. Alternatively, RKFL could let

the options lapse and simply compensate the same employees with fresh options left under the 2015 scheme

24-Sep-16 RAMKRISHNA FORGINGS LTD Annual General Meeting Management To authorise the company to charge Rs. 300 (within India) and Rs 1000 (outside India) to shareholders in

advance for the dispatch of documents in the mode requested by them

For ABSTAIN The nature of the charge may deter shareholders from asking for information

24-Sep-16 VRL LOGISTICS LTD Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year ended 31 March 2016 For For Routine and mandatory resolution

24-Sep-16 VRL LOGISTICS LTD Annual General Meeting Management To confirm interim dividend For For VRL Logistics Limited (VRL) has paid an interim dividend of Rs.5.0 per equity share. The total dividend outflow including dividend

tax for FY16 is Rs.549 mn. The dividend payout ratio for FY16 is 53.7%.

24-Sep-16 VRL LOGISTICS LTD Annual General Meeting Management Reappoint S R Prabhu as Non-Executive Non-Independent Director For For He retires by rotation and his reappointment is in line with all statutory requirements

24-Sep-16 VRL LOGISTICS LTD Annual General Meeting Management Reappoint Dr. Raghottam Akamanchi as Non-Executive Non-Independent Director For For He retires by rotation and his reappointment is in line with all statutory requirements.

24-Sep-16 VRL LOGISTICS LTD Annual General Meeting Management Ratify Walker Chandiok & Co LLP’s reappointment as statutory auditors and fix their remuneration For For The ratification of Walker Chandiok & Co LLP follows the spirit of Section 139 of the Companies Act, 2013

24-Sep-16 VRL LOGISTICS LTD Annual General Meeting Management Approve remuneration of Rs.50,000 for Sanjay Tikare & Co as cost auditors for FY17 For For The total remuneration proposed to be paid to the cost auditors in FY17 is reasonable compared to the size and scale of the

company’s operations

24-Sep-16 INOX LEISURE LTD. Annual General Meeting Management a. Adoption of standalone financial statements for the year ended 31 March 2016 b. Adoption of


For Abstain Routine proposal.

24-Sep-16 INOX LEISURE LTD. Annual General Meeting Management Reappoint Siddharth Jain as Non-Independent, Non-Executive Director For For Siddharth Jain is part of the promoter group. He retires by rotation and his reappointment is in line with the statutory

requirements.

24-Sep-16 INOX LEISURE LTD. Annual General Meeting Management Ratify reappointment of Patankar & Associates as statutory auditor for FY17 and fix their remuneration For Abstain Patankar & Associates have been the company’s statutory auditors since 2000 (as per available data). We believe auditors

should be rotated at least once in 10 years. The ratification is neither in line with our Voting Policy on Auditor (Re)Appointments

nor follows the spirit of Section 139 of the Companies Act 2013

24-Sep-16 INOX LEISURE LTD. Annual General Meeting Management Approve the payment of professional fees of Rs. 3.0 mn to Deepak Asher, Non-Executive Director in

FY18, FY19 and FY20

For For Deepak Asher, a Non-Executive Non-Independent director, is a Chartered Accountant and Cost and Works Accountant and has

more than 32 years of experience. He is a Director and Group Head (Corporate Finance) of the INOX Group of Companies,

comprising of three listed companies and three international joint ventures.He was paid an aggregate remuneration of Rs.3.28

mn (includes Rs. 3.0 mn of professional fees) in FY16. The company proposes to pay him professional fees of Rs. 3.0 mn for

strategic business planning, formulation and implementation of various growth strategies as well as financial planning and

management in FY18, FY19 and FY20.

24-Sep-16 INOX LEISURE LTD. Annual General Meeting Management Approve grant of ESOPs to the employees of the holding and subsidiary company(ies) under ILL –

Employee Stock Option Scheme – 2006.

For Abstain The shareholders had approved the Employee Stock Option Scheme -2006 (ESOS 2006) at the 2007 EGM. A maximum of 0.5 mn

stock options can be granted under this scheme. As on 31 March 2016, 0.3 mn stock options are available for grant. The

exercise price is Rs. 15.0 per share and the maximum vesting period is 5 years. No stock options were granted in FY16. If the

company had adopted fair value of accounting, Rs. 0.1 mn would have been expensed with respect to ESOP.The company

requires shareholder approval in a resolution to extend the ESOS 2006 benefit to the employees of the holding company and

subsidiaries. The company has clarified that a few select employees of the holding company, Gujarat Fluorochemicals Limited

(GFL) will be eligible to receive stock options. Since GFL is a listed company, which can introduce its own ESOP scheme, the need

to extend the scheme to GFL employees remains unclear.

26-Sep-16 SREE JAYALAKSHMI AUTOSPIN LTD Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For For Routine and mandatory resolution.

26-Sep-16 SREE JAYALAKSHMI AUTOSPIN LTD Annual General Meeting Management To appoint auditors & fix their remuneration. For For HMV Murthy & Co are the auditors of the company. No major concern.

26-Sep-16 MAHANAGAR GAS LIMITED Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year ended 31 March 2016 For For Routine Resolution

26-Sep-16 MAHANAGAR GAS LIMITED Annual General Meeting Management Declare dividend For For Good for equity share holders

26-Sep-16 MAHANAGAR GAS LIMITED Annual General Meeting Management Reappoint Dr. Ashutosh Karnatak as Director, retiring by rotation For For Dr. Ashutosh Karnatak (DIN: 03267102) is Chairperson of the company and Director (Projects) of GAIL (India) Ltd. He retires by

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

26-Sep-16 MAHANAGAR GAS LIMITED Annual General Meeting Management Reappoint Deloitte Haskins & Sells as statutory auditors for one year and fix their remuneration For For It is in line with all statutory requirements.

26-Sep-16 MAHANAGAR GAS LIMITED Annual General Meeting Management Alteration to Articles of Association of the company For For The company seeks shareholder approval for alteration of the AoA by transferring the special rights of GAIL and BGAPH from

part A to Part C of AoA. The special rights are to ensure smooth functioning of board proceedings as both the promoters have

equal shareholding in the company.

26-Sep-16 MAHANAGAR GAS LIMITED Annual General Meeting Management Ratify remuneration of Rs.285,000 for Dhananjay Joshi & Associates as cost auditor for FY17 For For The proposed remuneration of Rs.285,000 is reasonable compared to the size and scale of operations.

26-Sep-16 MAHANAGAR GAS LIMITED Annual General Meeting Management Reappoint Santosh Kumar as Independent Director for three years For For In line with the requirements.

26-Sep-16 MAHANAGAR GAS LIMITED Annual General Meeting Management Reappoint Arun Balakrishnan as Independent Director for three years For For Arun Balakrishnan (DIN: 00130241) is the former Chairperson and Managing Director of Hindustan Petroleum Corporation

Limited. His reappointment is in line with all statutory requirements.

26-Sep-16 MAHANAGAR GAS LIMITED Annual General Meeting Management Appoint Akhil Mehrotra as Nominee Director of BG Asia Pacific Holdings Pte Limited For For Akhil Mehrotra (DIN: 07197901) is the former Director - Business Development and Regulatory Affairs at Gujarat Gas Company

Limited. His appointment is in line with all statutory requirements.

Page 46

26-Sep-16 MAHANAGAR GAS LIMITED Annual General Meeting Management Pay upto 1% of net profit as commission to Non-Executive Independent Directors For For The company has not paid commission to its Non-Executive Independent Directors in the past three years. We expect

companies to cap the absolute amount of commission payable to its Non-Executive Directors.

26-Sep-16 MAHANAGAR GAS LIMITED Annual General Meeting Management Approve related party transactions upto Rs.20 bn in FY17 and upto Rs.25 bn in FY18 For For The company purchases a substantial requirement of natural gas from GAIL. The company also procures spot/term Regasified

Liquefied Natural Gas for its additional requirement through an approved competitive bidding mechanism from gas suppliers

including GAIL, BG India Energy Solutions Private Limited (BGIES), Hazira LNG Private Limited (HLPL), Petronet LNG Limited, and

others.

26-Sep-16 SHEMAROO ENTERTAINMENT LTD Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For Abstain Routine resolution

26-Sep-16 SHEMAROO ENTERTAINMENT LTD Annual General Meeting Management To declare final dividend of Rs.1.4 per equity share (face value Rs.10.0) For For Dividend payout is encouraged. The company has proposed a final dividend of Rs.1.4 per equity share. The total dividend

outflow including dividend tax for FY16 is Rs.45.8 mn. The dividend payout ratio for FY16 is 8.3%.

26-Sep-16 SHEMAROO ENTERTAINMENT LTD Annual General Meeting Management Reappoint Hiren Gada as an Executive Director For For Hiren Gada is the promoter and CFO of the company. He retires by rotation, and his reappointment is in line with the statutory

requirements

26-Sep-16 SHEMAROO ENTERTAINMENT LTD Annual General Meeting Management Reappoint M. K. Dandeker & Co as statutory auditors for a period of five years and fix their

remuneration

For For M. K. Dandeker & Co have been Shemaroo’s statutory auditors for 5 years. M. K. Dandeker & Co’s reappointment is in line with

our Voting Policy on Auditor Rotation and with the requirements of Section 139 of the Companies Act 2013

26-Sep-16 SHEMAROO ENTERTAINMENT LTD Annual General Meeting Management Reappoint Ms. Smita Maroo as Senior VP Animation, Kids Digital, L&M Department for five years from 1

April 2017 to a place of profit at a remuneration upto Rs.7.2 mn

For For The remuneration payable to her will not exceed Rs.7.2 mn (including allowances, PF and perquisites). Although there is a

significant increase in remuneration compared to FY16, it is reasonable in absolute terms

26-Sep-16 SHEMAROO ENTERTAINMENT LTD Annual General Meeting Management Reappoint Ms. Kranti Gada as Senior VP – New Business Development Department for five years from 1

April 2017 to a place of profit at a remuneration upto Rs.7.2 mn

For For The remuneration payable to her will not exceed Rs.7.2 mn (including allowances, PF and perquisites). Although there is a

significant increase in remuneration compared to FY16, it is reasonable in absolute terms.

26-Sep-16 TEXMACO RAIL ENGINEERING LIMITED Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year ended 31 March 2016 For Abstain Routine proposal

26-Sep-16 TEXMACO RAIL ENGINEERING LIMITED Annual General Meeting Management To declare dividend For For Dividend for shareholders

26-Sep-16 TEXMACO RAIL ENGINEERING LIMITED Annual General Meeting Management Reappoint Akshay Poddar as Non-Executive Non-Independent Director and Sandeep Fuller as Executive

DirectorFor For In line with statutory requirements

26-Sep-16 TEXMACO RAIL ENGINEERING LIMITED Annual General Meeting Management Ratify reappointment of KN Gutgutia & Co. as statutory auditors for FY17 For Abstain KN Gutgutia & Co. have been statutory auditors for 12 years. Their reappointment is not in line with the spirit of the Companies

Act 2013.

26-Sep-16 TEXMACO RAIL ENGINEERING LIMITED Annual General Meeting Management Fix remuneration of Rs.0.1 mn for DGM & Associates as cost auditors in FY17 For For In line with statutory requirements

26-Sep-16 TEXMACO RAIL ENGINEERING LIMITED Annual General Meeting Shareholder Reappoint D.H Kela as Whole Time Director and fix his remuneration for a period of five years w.e.f 25

September 2016For For In line with statutory requirements

26-Sep-16 TEXMACO RAIL ENGINEERING LIMITED Annual General Meeting Shareholder Reappoint Sandeep Fuller as Whole Time Director and fix his remuneration for a period of five years

w.e.f 1 February 2017


26-Sep-16 TEXMACO RAIL ENGINEERING LIMITED Annual General Meeting Shareholder Appoint Vinod Kumar Sharma as an Independent Director for a period of five years For For In line with statutory requirements

26-Sep-16 TEXMACO RAIL ENGINEERING LIMITED Annual General Meeting Management Approve commission of upto 1% of net profits for Non-Executive Directors for a period of five years

w.e.f 1 April 2016For For In line with statutory requirements

26-Sep-16 TEXMACO RAIL ENGINEERING LIMITED Annual General Meeting Management Approve excess remuneration paid to executive directors, over and above the limits prescribed in

Companies Act, 2013


26-Sep-16 Greaves Cotton Ltd. Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year ended 31 March 2016 For For Routine Resolution

26-Sep-16 Greaves Cotton Ltd. Annual General Meeting Management Declare final dividend of Rs. 1.0 per equity share (face value Rs. 2.0) For For Good practice to share profits with share holders

26-Sep-16 Greaves Cotton Ltd. Annual General Meeting Management Reappoint Karan Thapar as Non-Executive Non-Independent Director For For His reappointment is in line with all the statutory requirements

26-Sep-16 Greaves Cotton Ltd. Annual General Meeting Management Ratify reappointment of Deloitte Haskins & Sells as statutory auditors for FY17 For For His reappointment is in line with all the statutory requirements

26-Sep-16 Greaves Cotton Ltd. Annual General Meeting Management Reappoint Wrigley Partington, London, UK as branch auditors for FY17 For For His reappointment is in line with all the statutory requirements

26-Sep-16 Greaves Cotton Ltd. Annual General Meeting Management Appoint Kewal Handa as Independent Director for five years w.e.f. 6 May 2016 For For His reappointment is in line with all the statutory requirements

26-Sep-16 Greaves Cotton Ltd. Annual General Meeting Management Reappoint Vijay Rai as Independent Director for one year w.e.f. 13 October 2016 For For His reappointment is in line with all the statutory requirements

26-Sep-16 Greaves Cotton Ltd. Annual General Meeting Management Keep the register and index of members and annual returns at the office of new Registrar and Share

Transfer Agents, Karvy Computershare Private Limited

For For The register and index of members and returns of the company are maintained at the office of the company’s Registrars &

Share Transfer Agents (RTA), Sharepro Services (India) Private Limited. The company has decided to change its RTA due to the

SEBI order against Sharepro. Through this resolution, the company seeks to keep the register and index of members and annual

returns at the office of the new RTA of the company, Karvy Computershare Private Limited, 24 B, Rajabahadur Mansion,

Ground Floor, Ambalal Doshi Marg, Mumbai – 400 023.

26-Sep-16 Greaves Cotton Ltd. Annual General Meeting Management Approve remuneration of Rs. 0.7 mn for cost auditor in FY17 For For The board has approved the appointment of Dhananjay V. Joshi & Associates as cost auditors for FY17 for a total remuneration

of Rs. 0.7 mn (excluding service tax and reimbursement of out-of-pocket expenses). The remuneration is reasonable.

26-Sep-16 OMKAR SPECIALITY CHEMICALS LTD Court Meeting Management Approve the merger of Desh Chemicals Private Limited (Desh), Lasa Laboratory Private Limited (Lasa),

Rishichem Research Limited (Rishichem) and Urdhwa Chemicals Company Private Limited (Urdhwa)

(wholly-owned subsidiaries) with Omkar Speciality Chemicals Limited (OSCL) and approve the demerger

of the Veterinary API Undertaking of OSCL to Lasa Supergenerics Limited (LSL), a wholly-owned

subsidiary

For For The entire process will be beneficial to the minority shareholders.

26-Sep-16 OMKAR SPECIALITY CHEMICALS LTD Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year ended 31 March 2016 For For Routine Resolution

26-Sep-16 OMKAR SPECIALITY CHEMICALS LTD Annual General Meeting Management To declare final dividend of Rs.1.5 per equity share (face value Rs.10) For For Good for equity share holders

26-Sep-16 OMKAR SPECIALITY CHEMICALS LTD Annual General Meeting Management Reappoint Omkar Herlekar as an Executive Director For For Omkar Herlekar, 35, is a Whole-time Director. He retires by rotation and his reappointment is in line with all statutory

requirements.

26-Sep-16 OMKAR SPECIALITY CHEMICALS LTD Annual General Meeting Management Reappoint Laxmikant R. Kabra as Non-Executive Non-Independent Director For For Laxmikant R. Kabra, 47, is a Proprietor of Laxmikant Kabra & Co, an accountancy firm. He retires by rotation and his


26-Sep-16 OMKAR SPECIALITY CHEMICALS LTD Annual General Meeting Management Ratify J.P.J. Associates’ reappointment as statutory auditors and fix their remuneration For For J.P.J. Associates was reappointed for a period of 3 years in the company’s FY14 AGM. They have been the company’s auditors

for the last five years. Under the Companies Act 2013, auditor reappointment must be ratified annually.

26-Sep-16 OMKAR SPECIALITY CHEMICALS LTD Annual General Meeting Management Redesignate Subhash Mali as Executive Director for three years from 23 May 2016 and fix his

remunerationFor For Subhash Mali, 63, is a Bachelor of Chemical Engineering from Institute of Chemical Technology, University of Mumbai. He was

an Independent Director of OSCL for 6 years. The proposed remuneration is commensurate with the size and complexity of the

business and lower than the peers.

26-Sep-16 OMKAR SPECIALITY CHEMICALS LTD Annual General Meeting Management Approve remuneration of Rs.75,000 (plus service tax and out of pocket expenses) for Ritesh &

Associates as cost auditors for FY17

For For The total remuneration proposed to be paid to the cost auditors in FY17 is reasonable compared to the size and scale of the


26-Sep-16 ORIENT REFRACTORIES LIMITED Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For Abstain Routine proposal

26-Sep-16 ORIENT REFRACTORIES LIMITED Annual General Meeting Management To declare dividend For For Dividend for shareholders

26-Sep-16 ORIENT REFRACTORIES LIMITED Annual General Meeting Management Reappoint Reinhold Steiner as Non-Executive Non-Independent Director For For In line with statutory requirements

26-Sep-16 ORIENT REFRACTORIES LIMITED Annual General Meeting Management Ratify Deloitte Haskins & Sells’ reappointment as statutory auditors and fix their remuneration For For In line with statutory requirements

26-Sep-16 ORIENT REFRACTORIES LIMITED Annual General Meeting Management Approve related party transactions with RHI AG, Austria (ultimate holding company) upto Rs.600 mn for

FY17 and a 30% annual increase thereafterFor For In line with statutory requirements

26-Sep-16 ORIENT REFRACTORIES LIMITED Annual General Meeting Management Approve remuneration of Rs.50,000 (plus service tax and out of pocket expenses) for K G Goyal &

Associates as cost auditors for FY17


Page 47

26-Sep-16 GUJARAT FLOUROCHEMICALS LTD. Annual General Meeting Management Reappoint Pavan Jain as Non-Executive Non-Independent Director For For Ensure continuity

26-Sep-16 GUJARAT FLOUROCHEMICALS LTD. Annual General Meeting Management Ratify reappointment of Patankar & Associates as statutory auditors for FY17 For For Ensure continuity

26-Sep-16 GUJARAT FLOUROCHEMICALS LTD. Annual General Meeting Management Reappoint Dinesh Kumar Sachdeva as Whole Time Director and fix his remuneration for a period of one

year w.e.f 29 November 2016

For For Ensure continuity. His appointment is in line with all statutory requirements.

26-Sep-16 GUJARAT FLOUROCHEMICALS LTD. Annual General Meeting Management Reappoint Anand Rambhau Bhusari as Whole Time Director and fix his remuneration for a period of one

year w.e.f 28 April 2016

For For Ensure continuity. His appointment is in line with all statutory requirements.

26-Sep-16 GUJARAT FLOUROCHEMICALS LTD. Annual General Meeting Management Fix remuneration of Rs.0.2 mn for Kailash Sankhlecha & Associates as cost auditors in FY17 For For The proposed remuneration of Rs.0.2 mn is reasonable, compared to the size and scale of operations.

26-Sep-16 GUJARAT FLOUROCHEMICALS LTD. Annual General Meeting Shareholder Appoint Chandra Prakash Jain as an Independent Director for a period upto 31 March 2019 For For Chandra Prakash Jain (DIN: 00011964) is the former MD of NTPC. His appointment is in line with the statutory requirements.

27-Sep-16 KAVERI SEED CO. LTD Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year ended 31 March 2016 For For Routine Resolution

27-Sep-16 KAVERI SEED CO. LTD Annual General Meeting Management Confirm interim dividend of Rs. 2.5 per equity share (face value Rs. 2.0) for FY16 For For Good for equity share holders

27-Sep-16 KAVERI SEED CO. LTD Annual General Meeting Management Reappoint Dr. G. Pawan as Non-Executive Non-Independent Director For For His reappointment is in line with the statutory requirements.

27-Sep-16 KAVERI SEED CO. LTD Annual General Meeting Management Ratify P.R. Reddy & Co. as statutory auditors for one year and fix their remuneration For For Its in line with the statutory requirements.

27-Sep-16 KAVERI SEED CO. LTD Annual General Meeting Management Reappoint G.V. Bhaskar Rao as Managing Director and fix his remuneration for a period of five years

w.e.f. 15 November 2016For For G.V. Bhaskar Rao (DIN 00892232) is the founder, promoter of the company. He was reappointed for a term of five years in May

2016, and also designated Chairperson. In line with the statutory requirements.

27-Sep-16 KAVERI SEED CO. LTD Annual General Meeting Management Reappoint G. Vanaja Devi as Whole Time Director and fix her remuneration for a period of five years

w.e.f. 15 November 2016For For G. Vanaja Devi (DIN 00328947) is a founder, promoter director and has been associated with the company since its

incorporation. In line with the statutory requirements.

27-Sep-16 KAVERI SEED CO. LTD Annual General Meeting Management Reappoint C. Vamsheedhar as Whole Time Director and fix his remuneration for a period of five years

w.e.f. 15 November 2016

For For In line with the statutory requirements.

27-Sep-16 KAVERI SEED CO. LTD Annual General Meeting Management Reappoint C. Mithun Chand as Whole Time Director and fix his remuneration for a period of five years

w.e.f. 15 November 2016

For For In line with the statutory requirements.

27-Sep-16 KAVERI SEED CO. LTD Annual General Meeting Management Charge estimated actual expenses to shareholders in advance for the dispatch of documents in the

mode requested by themFor Abstain Co. is better aware of the total expenses in such case. We have no way to ascertain the same.

27-Sep-16 RELIANCE POWER LTD. Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year ended 31 March 2016 For For Routine Resolution

27-Sep-16 RELIANCE POWER LTD. Annual General Meeting Management Confirm interim dividend of Re.1 per equity share of face value Rs.10 each For For Good for equity share holders

27-Sep-16 RELIANCE POWER LTD. Annual General Meeting Management Reappoint Dr. VK Chaturvedi as Director, liable to retire by rotation For For Dr. VK Chaturvedi (DIN: 01802454) is the former Chairperson and Managing Director of Nuclear Power Corporation of India. He

retired by rotation and his reappointment is in line with the statutory requirements.

27-Sep-16 RELIANCE POWER LTD. Annual General Meeting Management Reappoint Price Waterhouse as joint statutory auditors for FY17 and fix their remuneration For For Price Waterhouse was appointed as the joint statutory auditor in 2008. Their reappointment is in line with the statutory

requirements.

27-Sep-16 RELIANCE POWER LTD. Annual General Meeting Shareholder Appoint Pathak HD & Associates as joint statutory auditors for five years and fix their remuneration For For Pathak HD & Associates are proposed to be appointed as statutory auditors for five years: they replace Chaturvedi & Shah as

statutory auditors. Their appointment is in line with the statutory requirements.

27-Sep-16 RELIANCE POWER LTD. Annual General Meeting Shareholder Reappoint Dr. Yogendra Narain as Independent Director for one year For For Dr. Yogendra Narain (DIN: 01871111) is the former Secretary General of Rajya Sabha. His reappointment is in line with the


27-Sep-16 RELIANCE POWER LTD. Annual General Meeting Management Approve private placement of non-convertible debentures (NCDs) For For The proposed NCD issue will be within the overall borrowing limit, which is three times the aggregate of paid-up capital and free

reserves. The company’s outstanding ratings are ICRA A-(Negative)/ICRA A1, which denote adequate 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.

27-Sep-16 RELIANCE POWER LTD. Annual General Meeting Management Fix remuneration for VJ Talati & Co, as cost auditor for FY17 For For The remuneration of Rs.15,000 proposed to paid to the cost auditor in FY17 is reasonable compared to the size and scale of

operations.

27-Sep-16 RELIANCE INFRASTRUCTURE LTD Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year ended 31 March 2016 For For Routine Resolution

27-Sep-16 RELIANCE INFRASTRUCTURE LTD Annual General Meeting Management Declare dividend of Rs. 8.5 per equity share (face value Rs. 10.0) for FY16 For For Good for equity share holders

27-Sep-16 RELIANCE INFRASTRUCTURE LTD Annual General Meeting Management Reappoint Dr. V. K. Chaturvedi as Non-Executive Non-Independent Director For For Dr. V K Chaturvedi (DIN 01802454), former Chairperson of Nuclear Power Corporation of India Limited, was first appointed as a

Director of the company in April 2012. His reappointment is in line with all statutory requirements.

27-Sep-16 RELIANCE INFRASTRUCTURE LTD Annual General Meeting Management Reappoint Haribhakti & Co and Pathak HD & Associates as statutory auditors for FY17 and fix their

remuneration

For For RInfra proposes to reappoint Haribhakti & Co and Pathak HD & Associates as the statutory auditors for FY17. Haribhakti & Co

and Pathak HD & Associates have been the company’s auditors since 2011. Their reappointment is in line

27-Sep-16 RELIANCE INFRASTRUCTURE LTD Annual General Meeting Shareholder Appoint Shiv Prabhat as Non-Executive Director Non-Independent Director For For Shiv Prabhat (DIN 07319520) is a representative of Life Insurance Corporation India. The company proposes to appoint him as a

Nominee Director, liable to retire by rotation. His appointment is in line with the statutory requirements.

27-Sep-16 RELIANCE INFRASTRUCTURE LTD Annual General Meeting Management Issue non-convertible debentures and/or other debt securities on private placement basis For For RInfra proposes to issue non-convertible debentures on private placement basis to augment long term resources. The issuance

of these securities will be within the overall borrowing limit of the company.

27-Sep-16 RELIANCE INFRASTRUCTURE LTD Annual General Meeting Management Ratify the remuneration of Rs.0.3 mn to be paid to V. J. Talati & Co, Cost Auditors for FY17 For For The proposed remuneration is reasonable given the size of the company.

27-Sep-16 RELIANCE CAPITAL LTD Annual General Meeting Management Adoption of Accounts For For Routine Resolution

27-Sep-16 RELIANCE CAPITAL LTD Annual General Meeting Management Declaration of Dividend For For Routine Resolution

27-Sep-16 RELIANCE CAPITAL LTD Annual General Meeting Management Appointment of Mr. Soumen Ghosh who retires by rotation. For For Re-appointment

27-Sep-16 RELIANCE CAPITAL LTD Annual General Meeting Management To appoint Auditors & Fix their remuneration For For Routine Resolution

27-Sep-16 RELIANCE CAPITAL LTD Annual General Meeting Management To appoint Mr. Jai Anmol Ambani as ED of the Company For Abstain The Company has not disclosed or put an absolute cap on the variable pay.

27-Sep-16 RELIANCE CAPITAL LTD Annual General Meeting Management To approve private placement of NCD For For Business Purpose

27-Sep-16 RELIANCE CAPITAL LTD Annual General Meeting Management To consider issue of securities to the QIBs For For Business Purpose

27-Sep-16 RELIANCE COMMUNICATIONS LTD. Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year ended 31 March 2016 For Abstain Routine proposal.

27-Sep-16 RELIANCE COMMUNICATIONS LTD. Annual General Meeting Management Re-appoint Ms. Manjari Kacker as Non-Executive Non-Independent Director For For Ms. Manjari Kacker, 64, is a Retired Indian Revenue Service Officer and Director, Life Insurance Corporation of India. She retires

by rotation and her re-appointment is in line with statutory requirements

27-Sep-16 RELIANCE COMMUNICATIONS LTD. Annual General Meeting Management Reappoint BSR & Co LLP as joint statutory auditors for one year and appoint Pathak HD & Associates as

joint statutory auditors for five years

For For While BSR & Co have been the joint statutory auditors of the company for the past ten years, they are being reappointed for a

smooth transition of auditor responsibilities.

27-Sep-16 RELIANCE COMMUNICATIONS LTD. Annual General Meeting Management Approve private placement of non-convertible debentures For For The proposed NCDs will be within the borrowing limit of the company. The company has not disclosed the quantum of NCDs

that it plans to issue – we flag this as a transparency risk.

27-Sep-16 RELIANCE COMMUNICATIONS LTD. Annual General Meeting Management Approve remuneration of Rs. 250,000 payable to VJ Talati & Co as cost auditors for FY17 For For The total remuneration proposed to be paid to the cost auditors in FY17 is reasonable compared to the size and scale of

operations.

27-Sep-16 RELIANCE COMMUNICATIONS LTD. Annual General Meeting Management Re-appoint Prakash Shenoy as Manager for five years and fix his remuneration For For He was paid Rs. 2.2 mn in FY16. While the proposed increase in remuneration from Rs. 2.2 mn to Rs. 7.5 mn is high, it is in line

with industry peers

27-Sep-16 DISHMAN PHARMACEUTICALS Annual General Meeting Management Adoption of standalone & consolidated financial statements for the year ended 31 March 2016 For For Routine Resolution

27-Sep-16 DISHMAN PHARMACEUTICALS Annual General Meeting Management To confirm interim dividend For For Routine Resolution

27-Sep-16 DISHMAN PHARMACEUTICALS Annual General Meeting Management Re-appointment of Mr. Janmejay R Vyas as Director For For Reappointment is in line with Companies Act 2013

27-Sep-16 DISHMAN PHARMACEUTICALS 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 Companies Act 2013 and remuneration is in line with scope of work

27-Sep-16 DISHMAN PHARMACEUTICALS Annual General Meeting Management Fix commission for non-executive directors for the next two years at an amount not exceeding 1% of net

profits

For For Historically, commission paid is in line with scope of work as directors

27-Sep-16 CREDIT ANALYSIS & RESEARCH LTD. (CARE) Annual General Meeting Management Adoption of Accounts For For Routine Resolution

27-Sep-16 CREDIT ANALYSIS & RESEARCH LTD. (CARE) Annual General Meeting Management Declaration of Dividend For For Routine Resolution

27-Sep-16 CREDIT ANALYSIS & RESEARCH LTD. (CARE) Annual General Meeting Management To appoint a director in place of Mr. S. B. Mainak, who retires by rotation and being eligible, offers

himself for re-appointment.For For Re-appointment

Page 48

27-Sep-16 CREDIT ANALYSIS & RESEARCH LTD. (CARE) Annual General Meeting Management Appointment of Statutory Auditors For For Routine Resolution

27-Sep-16 CREDIT ANALYSIS & RESEARCH LTD. (CARE) Annual General Meeting Shareholder Re-appointment of Mr. A. K. Bansal as an Independent Director of the Company For For Re-appointment

27-Sep-16 CREDIT ANALYSIS & RESEARCH LTD. (CARE) Annual General Meeting Shareholder Re-appointment of Dr. Ashima Goyal as an Independent Director of the Company For For Re-appointment

27-Sep-16 CREDIT ANALYSIS & RESEARCH LTD. (CARE) Annual General Meeting Management Appointment of Mr. Rajesh Mokashi as Managing Director & Chief Executive Officer of the Company. For For Business plan continuity, no concern has been identified

27-Sep-16 FORTIS HEALTHCARE LTD Annual General Meeting Management Adoption of standalone & consolidated financial statements for the year ended 31 March 2016 For For Routine Resolution

27-Sep-16 FORTIS HEALTHCARE LTD Annual General Meeting Management Re-appointment of Mr. Sunil Godhwani, who retires by rotation For Abstain Mr. Sunil Godhwani is CEO and Whole Time Director at Religare Enterprises with over 2 decades of experience in handling large

scale businesses whose experience and inputs can be beneficial for the interest of minority shareholders. However, his

attendance in board meetings and AGM being only 1/3rd in the last 3 years, hence have abstained for voting the resolution

27-Sep-16 FORTIS HEALTHCARE LTD Annual General Meeting Management Re-appointment of Mr. Ravi Umesh Mehrotra, who retires by rotation For For Reappointment is in line with Companies Act 2013

27-Sep-16 FORTIS HEALTHCARE LTD Annual General Meeting Management Ratification of appointment of M/s Deloitte Haskins & Sells LLP as Statutory Auditors For For Appointment is in line with Companies Act 2013

27-Sep-16 FORTIS HEALTHCARE LTD Annual General Meeting Management Ratification of remuneration to Cost Auditors For For Remuneration is in-line with scope of work for the size and scale of the company

27-Sep-16 FORTIS HEALTHCARE LTD Annual General Meeting Management Enabling approval for Fund Raising of Rs 5000 cr For Abstain Our interactions with the management suggest that the company would not require any growth capital for the next 2-3 years.

Per management, this is only an enabling resolution similar to one taken 2 years back for fund raising of Rs 10000 cr for growth

capex.

27-Sep-16 FORTIS HEALTHCARE LTD Annual General Meeting Management Appointment of Non Independent Director(s) for office or place of profit For Abstain Shareholders approvals need to be taken on individual basis rather than group of NIDs explaining the rationale for each

appointment.

27-Sep-16 DALMIA BHARAT LTD. Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year ended 31 March 2016 FOR abstain Routine proposal

27-Sep-16 DALMIA BHARAT LTD. Annual General Meeting Management To confirm dividend FOR FOR Dividend for shareholders

27-Sep-16 DALMIA BHARAT LTD. Annual General Meeting Management Reappoint Gautam Dalmia as Non-Executive, Non-Independent Director FOR FOR In line with statutory requirements

27-Sep-16 DALMIA BHARAT LTD. Annual General Meeting Management Ratify the reappointment of S. S. Kothari Mehta & Co as statutory auditor for FY17 at a remuneration of

upto Rs. 1 mn

FOR FOR In line with statutory requirements

27-Sep-16 DALMIA BHARAT LTD. Annual General Meeting Management Increase commission from upto 1.5% to upto 3% of net profits to Jai H Dalmia as Managing Director for

FY16

FOR Abstain Inadequate information about for reasons frequent revision within existing term.

27-Sep-16 DALMIA BHARAT LTD. Annual General Meeting Management Increase commission from upto 1.5% to upto 3% of net profits to Y H Dalmia as Managing Director for

FY16

FOR Abstain Inadequate information about for reasons frequent revision within existing term.

27-Sep-16 DALMIA BHARAT LTD. Annual General Meeting Management Reappoint Jai H Dalmia as Managing Director for a period of three years from 1 April 2016 and fix his

remunerationFOR FOR In line with statutory requirements

27-Sep-16 DALMIA BHARAT LTD. Annual General Meeting Management Reappoint Y H Dalmia as Managing Director for a period of three years from 1 April 2016 and fix his

remuneration

FOR FOR In line with statutory requirements

27-Sep-16 DALMIA BHARAT LTD. Annual General Meeting Management Approve increase in borrowing limit up to Rs. 10 bn (apart from temporary loans) FOR FOR In line with statutory requirements

27-Sep-16 HCL TECHNOLOGIES LTD Annual General Meeting Management Adoption of standalone and consolidated financial statements for the 9 month ended 31 March 2016 FOR Abstain Routine proposal

27-Sep-16 HCL TECHNOLOGIES LTD Annual General Meeting Management Reappoint Ms. Roshni Nadar Malhotra as Non-Executive Non-Independent Director FOR FOR Roshni Nadar Malhotra is the CEO and Executive Director of HCL Corporation Private Limited and Trustee of Shiv Nadar

Foundation. She retires by rotation and her reappointment is in line with all statutory requirements. She has attended 75% of

the board meetings held in FY16. We expect directors to take their responsibilities seriously and attend all meetings

27-Sep-16 HCL TECHNOLOGIES LTD Annual General Meeting Management Ratify S. R. Batliboi & Co LLP’s reappointment as statutory auditors for FY17 and fix their remuneration FOR FOR S. R. Batliboi & Co LLP have been the statutory auditors of the company for the past 7 years. Under the Companies Act 2013,

auditor reappointment must be ratified annually. The ratification is in line with our Voting Policy on Auditor Rotation and

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

27-Sep-16 HCL TECHNOLOGIES LTD Annual General Meeting Shareholder Appoint Ms. Nishi Vasudeva (DIN 03016991) as an Independent Director for five years from 1 August

2016FOR FOR Ms. Nishi Vasudeva was the former Chairperson and Managing Director of Hindustan Petroleum Corporation Limited. Her

appointment is in line with the statutory requirements

28-Sep-16 CIPLA Annual General Meeting Management Adoption of standalone & consolidated financial statements for the year ended 31 March 2016 For For Routine Resolution

28-Sep-16 CIPLA Annual General Meeting Management To declare final dividend of Rs.2.0 per equity share (face value Rs.2.0) For For Routine Resolution

28-Sep-16 CIPLA Annual General Meeting Management Reappoint M.K Hamied as Non-Executive Non-Independent Director For For Reappointment is in line with Companies Act 2013

28-Sep-16 CIPLA Annual General Meeting Management Appoint Walker Chandiok & Co LLP as statutory auditor for five years For For Appointment is in line with Companies Act 2013

28-Sep-16 CIPLA Annual General Meeting Shareholder Appoint Ms. Naina Lal Kidwai as Independent Director for a period of five years w.e.f 6 November 2015 For For Appointment is in line with Companies Act, 2013

28-Sep-16 CIPLA Annual General Meeting Management Reappoint S Radhakrishnan as Whole Time Director and fix his remuneration for a period of two years

w.e.f 12 November 2015

For For Reappointment is in line with Companies Act 2013 and his remuneration is in line with other peers in the industry

28-Sep-16 CIPLA Annual General Meeting Management Appoint Umang Vohra as Executive Director For For Appointment is in line with Companies Act, 2013

28-Sep-16 CIPLA Annual General Meeting Management Appoint Umang Vohra as the MD and Global CEO and fix his remuneration for a period of five years

w.e.f 1 September 2016For For Appointment is in line with Companies Act, 2013 and his remuneration is in line with other peers in the industry

28-Sep-16 CIPLA Annual General Meeting Management Fix remuneration of Rs.1 mn for D.H Zaveri as cost auditors in FY17 For For Remuneration is in line with scope of work to be done for the size and scale of the company

28-Sep-16 V-MART RETAIL LIMITED Annual General Meeting Management Adoption of accounts For Abstain Board Best suited

28-Sep-16 V-MART RETAIL LIMITED Annual General Meeting Management Declare dividend For For Good policy to pay divided to shareholders

28-Sep-16 V-MART RETAIL LIMITED Annual General Meeting Management Reappointment of Madan Gopalas Director For For Madan Gopal represents the Promoter group. His reappointment is in line with all the statutory requirements

28-Sep-16 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

28-Sep-16 V-MART RETAIL LIMITED Annual General Meeting Management Approve revision in remuneration of Lalit Agarwal, CMD, for the remainder of his term upto 31 May

2017

For For In line with industry practice

28-Sep-16 V-MART RETAIL LIMITED Annual General Meeting Management Approve revision in remuneration of Madan Gopal Agarwal, Whole Time Director, for the remainder of

his term upto 31 May 2017

For For In line with industry practise

28-Sep-16 PTC INDIA LTD Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For For Routine Resolution

28-Sep-16 PTC INDIA LTD Annual General Meeting Management To declare final dividend of Rs.2.5 per share (face value Rs.10.0) For For Good for equity share holders

28-Sep-16 PTC INDIA LTD Annual General Meeting Management Reappointment of Ravi Prakash Singh (DIN: 05240974), as Director liable to retire by rotation For For Ravi P. Singh is a nominee of Power Grid Corporation of India Limited. He has attended 3/5 or 60% of the board meetings in

FY16 and 18/23 or 78% of the board meetings in last three years. In line.

28-Sep-16 PTC INDIA LTD Annual General Meeting Management Reappointment of Jyoti Arora (DIN: 00353071), as Director liable to retire by rotation For For (Ms.) Jyoti Arora holds the position of Joint Secretary, Ministry of Power, Government of India. Reappointment is in line with


28-Sep-16 PTC INDIA LTD Annual General Meeting Management Reappointment of K.G Somani & Co as statutory auditors for five years For For K.G Somani & Co have been the statutory auditors for the last five years. Their reappointment is in line with the provisions of

the Companies Act, 2013.

28-Sep-16 PTC INDIA LTD Annual General Meeting Shareholder Appointment of Kulamani Biswal (DIN: 03318539) as Non- Executive Nominee Director liable to retire by

rotation

For For Kulamani Biswal is the Director (Finance) of NTPC Ltd. and is being appointed as a Nominee Director of NTPC. He has attended

2/3 board meetings since his appointment. Since he has been on the board for one year (since 24 September 2015) we do not

recommend voting against his reappointment. We expect directors to take their responsibilities seriously and attend all board

meetings.

28-Sep-16 PTC INDIA LTD Annual General Meeting Shareholder Appointment of Jayant Kumar (DIN: 03010235) as Non- Executive Nominee Director liable to retire by

rotationFor For Jayant Kumar is being appointed as a Nominee Director of NHPC. He is the Director (Finance) of NHPC Ltd. His appointment is in

line with all statutory requirements.

28-Sep-16 TOURISM FINANCE CORPORATION OF INDIA LTD Annual General Meeting Management Adoption of standalone financial statements for the year ended 31 March 2016 For For Routine Resolution

28-Sep-16 TOURISM FINANCE CORPORATION OF INDIA LTD Annual General Meeting Management Declare dividend For For Routine Resolution

Page 49

28-Sep-16 TOURISM FINANCE CORPORATION OF INDIA LTD Annual General Meeting Management Reappoint Niraj Agarwal as Non-Executive Non-Independent Director For For Re-appointment

28-Sep-16 TOURISM FINANCE CORPORATION OF INDIA LTD Annual General Meeting Management To fix the remuneration of V. C. Gautam & Co as statutory auditors for FY17 For For Routine Resolution

28-Sep-16 TOURISM FINANCE CORPORATION OF INDIA LTD Annual General Meeting Shareholder Appoint Dr. K. B. Nagendra Murthy as an Independent Director for a term of three years beginning 22

January 2016


28-Sep-16 TOURISM FINANCE CORPORATION OF INDIA LTD Annual General Meeting Shareholder Appoint Satpal Kumar Arora as Managing Director for a period of three years w.e.f. 31 March 2016 and



28-Sep-16 TOURISM FINANCE CORPORATION OF INDIA LTD Annual General Meeting Shareholder Appoint Rekha Sharma as an Independent Director for a term of three years beginning 14 June 2016. For For No concern has been identified

28-Sep-16 TOURISM FINANCE CORPORATION OF INDIA LTD Annual General Meeting Management Issuance of non-convertible debentures upto Rs.6 bn on private placement basis For For Business Purpose

28-Sep-16 JAIPRAKASH ASSOCIATES LTD. Annual General Meeting Management Adoption of standalone and consolidated financial statements. For Abstain Holding only in Arbitrage Fund.

28-Sep-16 JAIPRAKASH ASSOCIATES LTD. Annual General Meeting Management To appoint a director in place of Shri sunny Gaur(DIN:00008293) who retire by rotation and being

eligible,offer himself for re-appointment.

For Abstain Holding only in Arbitrage Fund.

28-Sep-16 JAIPRAKASH ASSOCIATES LTD. Annual General Meeting Management To appoint a director in place of Shri Rahul kumar (DIN:00020779)who retire by rotation and being

eligible,offer himself for re-appointment.


28-Sep-16 JAIPRAKASH ASSOCIATES LTD. Annual General Meeting Management To ratify the appointment of M/s M.P Singh and Associates, chartered accountants (firm registration

number: 002183C) as statutory auditorsFor Abstain Holding only in Arbitrage Fund.

28-Sep-16 JAIPRAKASH ASSOCIATES LTD. Annual General Meeting Management Ratification of remuneration of Cost auditor for the financial year 2016-2017 For Abstain Holding only in Arbitrage Fund.

28-Sep-16 JAIPRAKASH ASSOCIATES LTD. Annual General Meeting Management Approval of options to convert loans, debentures or other borrowing/debt of the company into Equity

Shares/securities of the company(special resolution)


29-Sep-16 MONTE CARLO FASHIONS LTD Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For For Routine and mandatory resolution.

29-Sep-16 MONTE CARLO FASHIONS LTD Annual General Meeting Management To declare final dividend of Rs.10.0 per share (face value Rs.10.0). For For The total dividend proposed to be paid (including dividend tax) is Rs.262.5 mn in FY16. The company’s dividend payout ratio is

45%.

29-Sep-16 MONTE CARLO FASHIONS LTD Annual General Meeting Management Reappointment of Paurush Roy as a Non-executive, Non-Independent Director For For Paurush Roy retires by rotation and his reappointment is in line with all statutory requirements.

29-Sep-16 MONTE CARLO FASHIONS LTD Annual General Meeting Management Reappointment of Sandeep Jain as an Executive Director For For Sandeep Jain is the son-in-law of the promoter and an executive director. He retires by rotation and his reappointment is in line

with all the statutory requirements.

29-Sep-16 MONTE CARLO FASHIONS LTD Annual General Meeting Management Ratify the reappointment of Walker Chandiok & Co LLP as statutory auditors for FY17 For For The ratification of Walker Chandiok & Co LLP follows the spirit of Section 139 of the Companies Act, 2013.

29-Sep-16 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 FY17For Abstain Company has neither provided adequate rationale for the entering into such agreement nor the material terms of the

agreement been disclosed in the Notice. 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-16 MONTE CARLO FASHIONS LTD Annual General Meeting Shareholder Appoint Dr. Amrik Singh Sohi as an Independent Director for a period of three years from 1 February

2016

For For He was appointed as an Additional Director from 1 February 2016. His appointment is in line with all statutory requirements

29-Sep-16 MONTE CARLO FASHIONS LTD Annual General Meeting Shareholder Appoint Alok Kumar Misra as an Independent Director for three years from 9 August 2016 For For He was appointed as an Additional Director from 9 August 2016. His appointment is in line with all statutory requirements.

29-Sep-16 MONTE CARLO FASHIONS LTD Annual General Meeting Management Reappoint Jawahar Lal Oswal as Chairperson and Managing Director for a period of five years from 10

August 2016 For Abstain Appointment of an individual to joint position as the Chairman and Managing Director will lead to concentration of power in the

hands of a single person and may lead to conflict of interest. Further, the proposed remuneration structure does not have a

strong linkage with company performance. As a good practice, companies must cap the absolute amount of commission

payable to board members.

29-Sep-16 MONTE CARLO FASHIONS LTD Annual General Meeting Management Reappoint Ms. Ruchika Oswal as an Executive Director for a period of five years from 10 August 2016 For Abstain The proposed remuneration is higher than peers and does not include a variable component to align pay with performance.

Further, the total proposed promoter family remuneration is high

29-Sep-16 MONTE CARLO FASHIONS LTD Annual General Meeting Management Reappoint Ms. Monica Oswal as an Executive Director for a period of five years from 10 August 2016 and

fix her remuneration

For Abstain Ms. Monica Oswal has attended only 1 board meeting during last 2 financial years. The proposed remuneration is higher than

peers and does not include a variable component to align pay with performance. Further, the total proposed promoter family

remuneration is high.

29-Sep-16 DISH TV INDIA LTD. Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year ended 3/31/2016 For Abstain Routine resolution

29-Sep-16 DISH TV INDIA LTD. Annual General Meeting Management Reappointment of Ashok Kurien as Non-Independent, Non-Executive Director For Abstain Ashok Kurien is part of the promoter group. He attended 50% of the board meetings in 2016 and 62% of the board meetings

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.

29-Sep-16 DISH TV INDIA LTD. Annual General Meeting Management Ratify the reappointment of Walker Chandiok & Co LLP as statutory auditors for FY17 For For Walker Chandiok & Co LLP were reappointed for a period of 3 years in the company’s 2014 AGM. Under the Companies Act

2013, auditor (re)appointment must be ratified annually. The ratification of Walker Chandiok & Co as statutory auditors is in line

with our policy on auditor (re)appointment and complies with the requirements of section 139 of the Companies Act 2013

29-Sep-16 INDO COUNT INDUSTRIES LTD Postal Ballot Management Approve sub-division of equity shares from one share of face value of Rs. 10 per share to 5 shares of

face value of Rs. 2 per share

For For The stock split will likely improve the liquidity of the company’s shares in the stock market and make it more affordable for

small investors to participate.

29-Sep-16 INDO COUNT INDUSTRIES LTD Postal Ballot Management Alteration of Capital Clause of Memorandum of Association of the Company For For Presently, the authorised share capital in the Memorandum of Association, is Rs. 600,000,000 divided into 55,000,000 equity

shares of Rs 10 each and 5,000,000 Preference Shares of Rs 10 each. The subdivision in Resolution #1 will require amendments

to the existing Clause V of the Memorandum of Association to change authorised capital to 275,000,000 equity shares of Rs 2

each.

29-Sep-16 IDEA CELLULAR LTD. Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year ended 31 March 2016 For Abstain Routine proposal.

29-Sep-16 IDEA CELLULAR LTD. Annual General Meeting Management Declare dividend of Rs.0.6 per share (Face Value: Rs.10) For For The total dividend outflow including dividend tax for the year is ~Rs.2.6 bn. The dividend payout ratio for the year is ~10%. The

company has maintained a dividend ratio of 9-10% over the past three years.

29-Sep-16 IDEA CELLULAR LTD. Annual General Meeting Management Re-appoint Kumar Mangalam Birla as Non-Executive Non-Independent Director For For He retires by rotation and his re-appointment is in line with statutory requirements.

29-Sep-16 IDEA CELLULAR LTD. Annual General Meeting Management Re-appoint Sanjeev Aga as Non-Executive Non-Independent Director For For Sanjeev Aga, 64, is the Former CEO of Birla Tata AT&T, which was later renamed as Idea Cellular Limited. He retires by rotation

and his re-appointment is in line with statutory requirements

29-Sep-16 IDEA CELLULAR LTD. Annual General Meeting Management Ratify Deloitte Haskins & Sells LLP’s reappointment as statutory auditors for one year For Abstain Deloitte Haskins & Sells LLP have been the company’s auditors for the past 11 years. The ratification is neither in line with our

Voting Policy on Auditor (Re)appointment nor does it follow the spirit of Section 139 of the Companies Act 2013

29-Sep-16 IDEA CELLULAR LTD. Annual General Meeting Management Approve remuneration of Rs. 0.7 mn payable to Sanjay Gupta & Associates as cost auditors for FY17 For For The total remuneration proposed to be paid to the cost auditors in FY17 is reasonable compared to the size and scale of

operations

29-Sep-16 IDEA CELLULAR LTD. Annual General Meeting Management Approve private placement of non-convertible debentures of up to Rs.70 bn For For The proposed NCD issue will be within the overall borrowing limit of the company

29-Sep-16 IDEA CELLULAR LTD. Annual General Meeting Management Ratify related party transactions with Indus Towers Limited aggregating Rs.35.8 bn for FY16, 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 Cellular. Indus Towers

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

ordinary course of business and at arm’s length. As a good practice, the company should have defined the time frame for which

the resolution seeks shareholder approval

29-Sep-16 IDEA CELLULAR LTD. Annual General Meeting Shareholder Appoint Akshaya Moondra as Director For For Akshaya Moondra, 53, is a Chartered Accountant and the Chief Financial Officer of the company. He was appointed as the

Executive Director and CFO effective 8 July 2016. His appointment is in line with statutory requirements.

Page 50

29-Sep-16 IDEA CELLULAR LTD. Annual General Meeting Management Appoint Akshaya Moondra as Executive Director for five years with effect from 8 July 2016 and fix his

remuneration

For For Akshaya Moondra’s estimated FY17 remuneration of Rs. 28.4 mn is in line with peers and commensurate with the size and

complexity of the company. The variable component of upto Rs. 12.5 mn per annum helps establish the link between

remuneration and company performance

29-Sep-16 MUTHOOT FINANCE LIMITED Annual General Meeting Management Adoption of Accounts For For Routine Resolution

29-Sep-16 MUTHOOT FINANCE LIMITED Annual General Meeting Management To ratify the appointment of M/s Rangamani & Co., as Statutory Auditors For For Routine Resolution

29-Sep-16 MUTHOOT FINANCE LIMITED Annual General Meeting Management To re-appoint Mr. M G George Muthoot who retires by rotation For For Re-appointment

29-Sep-16 MUTHOOT FINANCE LIMITED Annual General Meeting Management To re-appoint Mr. George Thomas Muthoot who retires by rotation For For Re-appointment

29-Sep-16 MUTHOOT FINANCE LIMITED Annual General Meeting Shareholder To reappoint Mr, John Kuttukaran Paul as Independent Director For For Re-appointment

29-Sep-16 MUTHOOT FINANCE LIMITED Annual General Meeting Shareholder To reappoint Mr. George Joseph as Independent Director For For Re-appointment

29-Sep-16 MUTHOOT FINANCE LIMITED Annual General Meeting Shareholder To reappoint Mr. Kariath George John as Independent Director For For Re-appointment

29-Sep-16 MUTHOOT FINANCE LIMITED Annual General Meeting Shareholder To re-appoint Mr. John Mathew Kattapurath as independent Director. For For Re-appointment

29-Sep-16 MUTHOOT FINANCE LIMITED Annual General Meeting Management To approve offer or invitation to subscribe to NCDs For For Business Purpose

29-Sep-16 INDRAPRASTHA GAS LTD Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year ended 31 March 2016 For For Routine Resolution

29-Sep-16 INDRAPRASTHA GAS LTD Annual General Meeting Management Confirm dividend of Rs. 6.0 per equity share (face value Rs. 10.0) for FY16 For For Good for equity share holders

29-Sep-16 INDRAPRASTHA GAS LTD Annual General Meeting Management Reappoint M. Ravindran as Non-Executive Non-Independent Director For For M. Ranvindran has experience in fertilizer, oil and gas industries. He has been on the company’s board since January 2015. He

retired by rotation and his reappointment is in line with the statutory requirements.

29-Sep-16 INDRAPRASTHA GAS LTD Annual General Meeting Management To fix the remuneration of Walker Chandiok & Co. LLP as statutory auditors for FY17 For For The statutory auditors are appointed and rotated by the Comptroller and Auditor General of India (C&AG) as per Section 139(5)

of the companies Act, 2013. Walker Chandiok & Co have been appointed as statutory auditors of the company for the financial

year 2016-17 by the C&AG of India and will replace Deloitte Haskins & Sells. The company proposes that the Audit Committee

be authorized to fix their remuneration.

29-Sep-16 INDRAPRASTHA GAS LTD Annual General Meeting Management Ratify reappointment of Narendra Kumar as Managing Director from 18 April 2016 to 31 May 2016 and


For For The proposed remuneration is reasonable for the size and complexity of his responsibilities.

29-Sep-16 INDRAPRASTHA GAS LTD Annual General Meeting Shareholder Appoint E. S. Ranganathan as Managing Director beginning 1 June 2016 for a period of three years For For E. S. Ranganathan (DIN 07417640) is a GAIL nominee. The company seeks shareholders’ approval to appoint him as Managing

Director w.e.f 1 June 2016. His appointment is in line with the statutory requirements.

29-Sep-16 INDRAPRASTHA GAS LTD Annual General Meeting Management Fix remuneration to be paid to E.S. Ranganathan beginning 1 June 2016 for a period of three years For For The company proposes to pay E. S. Ranganathan a remuneration of Rs. 3 mn along with company car, telephone and other

benefits as per the service rules of GAIL. His remuneration is in line with peers and commensurate with the size and complexity

of the company.

29-Sep-16 INDRAPRASTHA GAS LTD Annual General Meeting Management Ratify payment of remuneration of Rs. 225,000 to Chandra Wadhwa & Co., cost auditors for FY17 For For The proposed remuneration of Rs. 225,000 and out of pocket expenses, capped at 10% fess, is reasonable compared to the size

and scale of operations.

29-Sep-16 INDRAPRASTHA GAS LTD Annual General Meeting Management Ratify related party transactions of Rs.10.1 bn with GAIL (India) Limited in FY16 For For IGL purchased APM gas of Rs. 10.1 bn in FY16 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 FY16 audited financial

statements. The transactions were in the ordinary course of business.

29-Sep-16 INDRAPRASTHA GAS LTD Annual General Meeting Management Ratify related party transactions of Rs.4.3 bn with GAIL (India) Limited in FY16 For For IGL purchased PMT gas of Rs. 4.3 bn in FY16 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 FY16 audited financial

statements. The transactions were in the ordinary course of business.

29-Sep-16 INDRAPRASTHA GAS LTD Annual General Meeting Management Approve borrowing limit upto Rs. 40 bn For For Given it has repaid its loans, the company has reported no fund based borrowings this year. If the company raises debt to the

extent of the limit, its debt-equity ratio will deteriorate to 1.7x. However, we observe that the company has been judicious in

raising debt in the past. Further, they have initiated capacity expansion plans for development of the CGD network for which

additional headroom to raise debt may be required.

29-Sep-16 INDRAPRASTHA GAS LTD Annual General Meeting Management Create charges/mortgages on assets upto Rs. 40 bn For For Secured loans generally have easier repayment terms, less restrictive covenants, and lower interest rates.

29-Sep-16 NMDC Limited Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year ended 31 March 2016 For Abstain Routine proposal

29-Sep-16 NMDC Limited Annual General Meeting Management To confirm dividends For For Dividend for shareholders

29-Sep-16 NMDC Limited Annual General Meeting Management Reappoint Dr. TRK Rao as Director, liable to retire by rotation For For In line with statutory requirements

29-Sep-16 NMDC Limited Annual General Meeting Management Reappoint PK Satpathy as Director, liable to retire by rotation For For In line with statutory requirements

29-Sep-16 NMDC Limited Annual General Meeting Management Fix remuneration of statutory auditors appointed by the Comptroller and Auditor General of India for

FY17


29-Sep-16 NMDC Limited Annual General Meeting Shareholder Appoint CA Arun Kumar Srivastava as Independent Director for three years with effect from 13

November 2015


29-Sep-16 NMDC Limited Annual General Meeting Shareholder Appoint Ms. Bhagwati Mahesh Baldewa as Independent Director for three years with effect from 13

November 2015


29-Sep-16 NMDC Limited Annual General Meeting Shareholder Rea Appoint Rajesh Kumar Mangal as Independent Director for three years with effect from 13

November 2015For For In line with statutory requirements

29-Sep-16 NMDC Limited Annual General Meeting Shareholder Appoint Pradip Bhargava as Independent Director for three years with effect from 27 November 2015 For For In line with statutory requirements

29-Sep-16 NMDC Limited Annual General Meeting Shareholder Appoint Dr. Syamal Kumar Sarkar as Independent Director for three years with effect from 27

November 2015


29-Sep-16 NMDC Limited Annual General Meeting Shareholder Appoint Shyam Murari Nigam as Independent Director for three years with effect from 27 November

2015


29-Sep-16 NMDC Limited Annual General Meeting Management Appoint Sandeep Tula as Director (Personnel) for five years with effect from 3 August 2016 and fix his

remuneration


29-Sep-16 NMDC Limited Annual General Meeting Management Ratify payment of Rs.550,000 remuneration to cost auditors, Prasad Bharathula & Associates, for FY17 For For In line with statutory requirements

29-Sep-16 NMDC Limited Annual General Meeting Management Keep register of members with Registrar and Share Transfer Agents of the company For For In line with statutory requirements

29-Sep-16 GUJARAT MINERAL DEVELOPMENT CORPORATION LTD Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year ended 31 March 2016 For Abstain Routine proposal

29-Sep-16 GUJARAT MINERAL DEVELOPMENT CORPORATION LTD Annual General Meeting Management To declare dividend For For Dividend for shareholders

29-Sep-16 GUJARAT MINERAL DEVELOPMENT CORPORATION LTD Annual General Meeting Management Fix remuneration of statutory auditors appointed by the Comptroller and Auditor General of India for

FY17For For In line with statutory requirements

29-Sep-16 GUJARAT MINERAL DEVELOPMENT CORPORATION LTD Annual General Meeting Management To appoint Prof. Shailesh Gandhi as Independent Director for five years with effect from 3 December

2015


29-Sep-16 GUJARAT MINERAL DEVELOPMENT CORPORATION LTD Annual General Meeting Management Ratify the remuneration of Rs.150,000 payable to Manish B Analkat, Cost Auditors for FY17 For For In line with statutory requirements

29-Sep-16 UNITED BREWERIES (HOLDINGS) LTD Annual General Meeting Management Adoption of standalone financial statements for the year ended 31 March 2016 For Abstain Routine proposal

29-Sep-16 UNITED BREWERIES (HOLDINGS) LTD Annual General Meeting Management Adoption of consolidated financial statements for the year ended 31 March 2016 For Abstain Routine proposal

29-Sep-16 UNITED BREWERIES (HOLDINGS) LTD Annual General Meeting Management Reappointment of Daljit Mahal as a Non-Executive Non-Independent Director For For Dividend for shareholders

29-Sep-16 UNITED BREWERIES (HOLDINGS) LTD Annual General Meeting Management Ratification of Vishnu Ram & Co as statutory auditors for FY17 For Abstain Vishnu Ram & Co have been UBHL’s statutory auditors for the past 12 years. The ratification is not in spirit of the Companies

Act 2013.

29-Sep-16 UNITED BREWERIES (HOLDINGS) LTD Annual General Meeting Management To enter into contract with United Breweries Limited for purchase of goods or materials (including

purchase of beer) up to Rs.1.5 bn for FY17


29-Sep-16 HOUSING DEVELOPMENT & INFRASTRUCTURE LTD. Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 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-16 HOUSING DEVELOPMENT & INFRASTRUCTURE LTD. Annual General Meeting Management Appointment of M/s. Thar & Co., Chartered Accountants, as 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.

29-Sep-16 HOUSING DEVELOPMENT & INFRASTRUCTURE LTD. Annual General Meeting Management Appointment of Mr. Ashok Kumar Gupta (DIN: 00145816) as a Non-Executive Independent Dir 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-16 HOUSING DEVELOPMENT & INFRASTRUCTURE LTD. Annual General Meeting Management Ratification of remuneration Payable to cost auditor. For Abstain Since holding is low and the company is not in investment universe I propose to abstain from voting for all the votes.

Page 51

29-Sep-16 HOUSING DEVELOPMENT & INFRASTRUCTURE 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.

30-Sep-16 NATCO PHARMA LIMITED Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For For Routine Resolution

30-Sep-16 NATCO PHARMA LIMITED Annual General Meeting Management To confirm the already paid Interim Dividend on equity shares for the year 2015-16 as final dividend For For Routine Resolution

30-Sep-16 NATCO PHARMA LIMITED Annual General Meeting Management Re-appointment of Dr. AKS Bhujanga Rao as a Director liable to retire by rotation For For Reappointment is in-line with Companies Act, 2013

30-Sep-16 NATCO PHARMA LIMITED Annual General Meeting Management Ratify Walker Chandiok & Co. LLP as statutory auditors for FY17 For For Reappointment is in-line with Companies Act, 2013

30-Sep-16 NATCO PHARMA LIMITED Annual General Meeting Management Reappointment of Mr. V C Nannapaneni as Chairman and Managing Director For For Reappointment is in-line with Companies Act, 2013

30-Sep-16 NATCO PHARMA LIMITED Annual General Meeting Management Increase remuneration to A. K. S. Bhujanga Rao, President (Research and Development and Technical) For For Renumeration is in line with the industry peers & size of the company

30-Sep-16 NATCO PHARMA LIMITED Annual General Meeting Management Increase of remuneration to Mr. P. S. R. K. Prasad, Director and Executive Vice President (Corporate

Engineering Services)

For For Remuneration is in line with the industry peers & size of the company

30-Sep-16 NATCO PHARMA LIMITED Annual General Meeting Management Increase of remuneration to Dr. D. Linga Rao, Director & President (Tech. Affairs) For For Remuneration is in line with the industry peers & size of the company

30-Sep-16 NATCO PHARMA LIMITED Annual General Meeting Management Ratify remuneration to cost auditors, S. S. Zanwar & Associates For For Remuneration to auditors is in line with scope of work and size of the company

30-Sep-16 NATCO PHARMA LIMITED Annual General Meeting Management Approval of NATCO Employee Stock Option Scheme-2016 (NATSOP-2016) under SEBI (Share Based

Employee Benefits) Regulations, 2014

For For Natco proposes to issue 1.75 lakh Employee Stock Options which would lead to a dilution of only 0.1% of issued share capital &

is a useful tool to motivate employees

30-Sep-16 PNC INFRATECH LTD Annual General Meeting Management Consider and adopt: a) the audited Standalone Financial Statement of the Company for the year ended

March 31, 2016, and the report of the Board of Directors and Auditors thereon. b) the audited

Consolidated Financial Statement of the Company for the financial year ended March 31, 2016, and the

report of the Auditors thereon


30-Sep-16 PNC INFRATECH LTD Annual General Meeting Management Declare dividend on Equity Shares for the financial year ended 31st March 2016 For For Routine resolution

30-Sep-16 PNC INFRATECH LTD Annual General Meeting Management Appoint a Director in place of Shri Chakresh Kumar Jain, Managing Director, (DIN 00086768), who retires



30-Sep-16 PNC INFRATECH LTD Annual General Meeting Management Appoint a Director in place of Shri Yogesh Kumar Jain, Managing Director, (DIN 00086811), who retires


For For Good candidature & In course of business practices

30-Sep-16 PNC INFRATECH LTD Annual General Meeting Management Re-appointment of M/s. Purushottam Agrawal & Company, Statutory Auditor of the Company For For Good candidature

30-Sep-16 PNC INFRATECH LTD Annual General Meeting Management Re-appointment of M/s. S.S. Kothari Mehta & Co., Joint Statutory Auditor of the Company For For Good candidature

30-Sep-16 PNC INFRATECH LTD Annual General Meeting Management Ratify remuneration of Cost Auditors of the Company for FY. 2016-17 For For Good candidature

30-Sep-16 PNC INFRATECH LTD Annual General Meeting Management Re-Appoint Mr. Pradeep Kumar Jain, Chairman and Managing Director For For Good candidature

30-Sep-16 PNC INFRATECH LTD Annual General Meeting Management Re-Appoint Mr. Chakresh Kumar Jain, Managing Director For For Good candidature

30-Sep-16 PNC INFRATECH LTD Annual General Meeting Management Re-Appoint Mr. Yogesh Kumar Jain, Managing Director For For Good candidature

30-Sep-16 PNC INFRATECH LTD Annual General Meeting Management Re-Appoint Mr. Anil Kumar Rao, Whole-Time Director For For Good candidature

30-Sep-16 ORBIT EXPORTS LTD. Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year ended 31 March 2016 For For Routine and mandatory resolution.

30-Sep-16 ORBIT EXPORTS LTD. Annual General Meeting Management To confirm interim dividend of Rs. 2.25 per share and declare final dividend of Rs. 1.50 per share (Face

Value Rs. 10 each)

For For The total dividend for the year ended 31 March 2016 is Rs. 3.75 per share and the pay-out ratio is 26.4%.

30-Sep-16 ORBIT EXPORTS LTD. Annual General Meeting Management To reappoint Anisha Seth as Executive Director For For She retires by rotation and her reappointment in line with the statutory requirements

30-Sep-16 ORBIT EXPORTS LTD. Annual General Meeting Management To ratify GM Kapadia & Co. as statutory auditors for FY17 For For GM Kapadia & Co. have the statutory auditors for one year, they were appointed for a period of five years in the 2015 AGM.

The ratification is in line with statutory requirements.

30-Sep-16 ORBIT EXPORTS LTD. Annual General Meeting Management Ratify payment of remuneration of Rs. 75,000 to Balwinder & Associates, Cost Accountants for FY17 For For Payment to cost accountants for the year ending 31 March 2017 of Rs. 75,000 (excluding service tax and reimbursement of out-

of-pocket expenses) is commensurate with the size of the company.

30-Sep-16 ORBIT EXPORTS LTD. Annual General Meeting Management To appoint Parth Seth as General Manager – Marketing – Made-ups & Ribbons Division from 1 July 2016

to a place of profitFor For The proposed remuneration of Rs. 0.9 mn (including salary, HRA. Perquisites and allowances) per annum is reasonable in

absolute terms.

30-Sep-16 ORBIT EXPORTS LTD. Annual General Meeting Management To approve related party transactions with Golden Boo Tree Impex Company Limited aggregating up to

Rs. 30 mn for a period of one year

For Abstain The company has clarified that the pricing of these transactions will be on an arm’s length basis and the transactions are in

ordinary course of business.

30-Sep-16 ORBIT EXPORTS LTD. Annual General Meeting Management To appoint Prachya Thongnak as a consultant for sale of Goods of the company in overseas market for

fees aggregating up to Rs. 20 mn

For Abstain The company has clarified that the pricing of these transactions will be on an arm’s length basis and the transactions are in


30-Sep-16 ORBIT EXPORTS 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, as may be determined by the company from shareholders

for delivery of a document requested by them, through a particular mode.

30-Sep-16 INDIAN TERRAIN FASHIONS LTD Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For For Routine and mandatory resolution.

30-Sep-16 INDIAN TERRAIN FASHIONS LTD Annual General Meeting Management Reappoint Ms. Rama Rajagopal as an Executive Director For For She retires by rotation and her reappointment meets all statutory requirements.

30-Sep-16 INDIAN TERRAIN FASHIONS LTD Annual General Meeting Management Ratify appointment of CNGSN & Associates and Anil Nair & Associates as joint statutory auditors for FY17 For For CNGSN & Associates and Anil Nair & Associates were last reappointed as the joint statutory auditors in FY14 AGM for three

years. They have been Indian Terrain’s joint statutory auditors for seven years (since FY10). The ratification of their

reappointment is line with the provisions of Section 139 of the Companies Act 2013.

30-Sep-16 INDIAN TERRAIN FASHIONS LTD Annual General Meeting Management Reappoint Ms. Rama Rajagopal as an Executive Director for three years and fix her remuneration For For Her proposed remuneration is same as revised in FY14 AGM at Rs. 4.2 mn per annum, which is in line with peers and

commensurate with the scale of operations

30-Sep-16 DQ Entertainment International Ltd. Annual General Meeting Management Adoption of standalone and consolidated financial statements for the year ended 31 March 2016 For Abstain Routine resolution

30-Sep-16 DQ Entertainment International Ltd. Annual General Meeting Management Re-appointment of Ms. Rashida Adenwala as a Director of the Company For For Her appointment is in line with all statutory requirements. Compliant with law. No major concern identified.

30-Sep-16 DQ Entertainment International Ltd. Annual General Meeting Management Appointment of Auditors For For The ratification is in line with voting Policy on Auditor reappointment and also with the spirit of section 139 of the Companies

Act 2013

30-Sep-16 DQ Entertainment International Ltd. Annual General Meeting Management Approval for revision in remuneration of Mr.Tapaas Chakravarti, CMD & CEO of the Company For For Compliant with law. Past remuneration fair

30-Sep-16 DQ Entertainment International Ltd. Annual General Meeting Management Approval of material related party transaction with Method Animation S.A.S. For Abstain Governance issue identified. Perpetual approval & Inadequate disclosure

30-Sep-16 PENNAR ENGINEERED BUILDING SYSTEMS LIMITED Annual General Meeting Management To receive, consider and adopt the audited financial statements of the company for the financial year

ended 31st March, 2016 together with the reports of the Board of directors and the auditors thereon.


30-Sep-16 PENNAR ENGINEERED BUILDING SYSTEMS LIMITED Annual General Meeting Management To appoint a Director in the place of Mr. Nrupender Rao (DIN: 00089922) who retires by rotation and

being eligible offers himself for re-appointment.For For Good candidature

30-Sep-16 PENNAR ENGINEERED BUILDING SYSTEMS LIMITED Annual General Meeting Management To appoint a Director in the place of Mr. Aditya Rao (DIN: 01307343) who retires by rotation and being

eligible offers himself for re-appointmentFor For Good candidature

30-Sep-16 PENNAR ENGINEERED BUILDING SYSTEMS LIMITED Annual General Meeting Management Ratification of appointment of Auditors. For For Good candidature & In course of business practices

30-Sep-16 PENNAR ENGINEERED BUILDING SYSTEMS LIMITED Annual General Meeting Management Ratification of Remuneration to Cost Auditor For For Good candidature

30-Sep-16 PENNAR ENGINEERED BUILDING SYSTEMS LIMITED Annual General Meeting Shareholder To confirm the appointment of Mr. C Parthasarathy (DIN: 00079232) as Director who was appointed as

an Additional Director


30-Sep-16 PENNAR ENGINEERED BUILDING SYSTEMS LIMITED Annual General Meeting Shareholder To appoint Mr. C Parthasarathy (DIN: 00079232) as an Independent Director For For Good candidature

30-Sep-16 PENNAR ENGINEERED BUILDING SYSTEMS LIMITED Annual General Meeting Shareholder To confirm the appointment of Mr. Mukul Gulati (DIN: 00746183) as Director who was appointed as an

Additional Director


30-Sep-16 PENNAR ENGINEERED BUILDING SYSTEMS LIMITED Annual General Meeting Management To approve material related party transaction. For For In course of business

Page 52

30-Sep-16 PRABHAT DAIRY LTD Annual General Meeting Management Adoption of standalone financial statements for the year ended 31 March 2016 For Abstain Board best suited

30-Sep-16 PRABHAT DAIRY LTD Annual General Meeting Management Adoption of consolidated financial statements for the year ended 31 March 2016 For Abstain Board best suited

30-Sep-16 PRABHAT DAIRY LTD Annual General Meeting Management To declare dividend of Rs. 0.4 per equity share of face value Rs. 10.0 each For For Good policy to share profit

30-Sep-16 PRABHAT DAIRY LTD Annual General Meeting Management To reappoint Vivek Nirmal as an Executive Director For For Vivek Nirmal is the promoter and Joint Managing Director.

30-Sep-16 PRABHAT DAIRY LTD Annual General Meeting Management Appoint BSR & Associates LLP as statutory auditors for three years from FY17 and fix their remuneration For For New auditor is also part of KPMG. No Conern identified.

30-Sep-16 PRABHAT DAIRY LTD Annual General Meeting Shareholder Appoint Rajesh Srivastava as an Independent Director for a period of three years from 30 September

2016 For Abstain Director is part of Rabo bank who owns shareholding in the company so abstaining from voting as indepdent director.

30-Sep-16 PRABHAT DAIRY LTD Annual General Meeting Shareholder Appoint Raphael Plihon as a Non-Executive Director, Non-Independent Director For For He is a senior investment officer at PROPARCO. The company proposes to appoint him as a non-executive, non-independent

director for a period of three years . No concern identified.

30-Sep-16 PRABHAT DAIRY LTD Annual General Meeting Shareholder Appoint Soundararajan Bangarusamy as a Independent Director For For Good Candidature

03-Oct-16 DALMIA BHARAT LTD. Postal Ballot Management Issuance of Equity Shares or Securities Convertible into Equity Shares up to Rs. 30.0 bn For Abstain No details have been provided regarding the utilization of the funds raised

03-Oct-16 DALMIA BHARAT LTD. Postal Ballot Management Create mortgage/charge on the assets up to Rs.10.0 bn For For Required for business purposes

03-Oct-16 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

03-Oct-16 INDIAN OIL CORPORATION LTD Postal Ballot Management Issuance of one equity share of Rs.10 each as bonus for one 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.48.56 bn comprising

4.85 mn equity shares of Rs.10 each. Rs.24.28 bn will be capitalized from the reserves of the company. Bonus issuance will

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

04-Oct-16 HCL TECHNOLOGIES LTD Court Meeting Management Approve the scheme of arrangement between HCL Technologies Limited, Geometric Limited and

Dassault Systèmes in which HCL Technologies Limited will acquire Geometric Limited’s IT-enabled

engineering services, product lifecycle management services and engineering design productivity

software tools business (IT business) at a valuation of Rs.12.4 bn.

For For HCL Technologies Ltd (HCL-T) will issue 15.2 mn equity shares to shareholders of Geometric Limited as consideration for the

acquisition of Geometric’s IT business. The issuance is 1.1% of the post issuance equity share capital of HCL-T. HCL-T will

increase its business in the engineering services space to become one of the larger player in technology engineering domain

after the merger. The consideration paid to acquire the IT business is comparable with the valuation of listed peers in the same

industry.

08-Oct-16 AMBUJA CEMENTS LIMITED Postal Ballot Management Revise terms of remuneration of Ajay Kapur, Managing Director and CEO For For In line with statutory requirements

08-Oct-16 AMBUJA CEMENTS LIMITED Postal Ballot Management Extend corporate services agreement signed with B L Taparia as Non-Executive Director for one year For For In line with statutory requirements

10-Oct-16 GRASIM INDUSTRIES LTD Extraordinary General Meeting Management To increase the foreign investment limit from 24% to 30% of the paid up equity share capital of the

companyFor For Increased limit will give the RFPIs greater headroom in acquiring further stake in the company

13-Oct-16 MAHINDRA CIE AUTOMOTIVE LTD Extraordinary General Meeting Management Alter Clause V of Memorandum of Association to accommodate restructuring of the existing authorized

share capital

For For The authorized share capital of the company aggregates to Rs.4.87 bn comprising 395 mn equity shares of Rs.10 each and 29.69

mn 4% non-cumulative redeemable non-convertible preference shares of Rs.31 each. The company proposes to alter this to

486.9 mn equity shares of Rs.10 each and 5 (4% non-cumulative redeemable non-convertible) preference shares of Rs.31 each.

The alteration will require modification to the clause V of Memorandum of Association.

13-Oct-16 MAHINDRA CIE AUTOMOTIVE LTD Extraordinary General Meeting Management Alter the Articles of Association to accommodate restructuring of the existing authorized share capital For For The authorized share capital of the company aggregates to Rs.4.87 bn comprising 395 mn equity shares of Rs.10 each and 29.69

mn 4% non-cumulative redeemable non-convertible preference shares of Rs.31 each. The company proposes to alter this to

486.9 mn equity shares of Rs.10 each and 5 (4% non-cumulative redeemable non-convertible) preference shares of Rs.31 each.

The alteration will require modification to Article 3 of Articles of Association.

13-Oct-16 MAHINDRA CIE AUTOMOTIVE LTD Extraordinary General Meeting Management Preferential allotment of 54.49 mn equity shares at Rs.200 per share aggregating to Rs.10.9 bn For For The proposed issuance, 14.4% of the post issuance equity share capital of the company, will be used to part finance the Rs.13.3

bn all cash acquisition of Bill Forge Private Limited. The subscribers to the issuance also includes a promoter - Participaciones

Internacionales Autometal, Dos S.L. (Participaciones). Participaciones’ shareholding will decrease from 53.1% to 51.4% post the

preferential allotment. Overall, the promoter shareholding will decrease from 74.7% (as at 9 September 2016) to 69.9% post the

preferential allotment. The proposed preferential allotment of equity shares and the issuance of securities to raised Rs.7 bn

(resolution 4) can potentially result in 22.1% dilution in the post issuance capital of the company.

13-Oct-16 MAHINDRA CIE AUTOMOTIVE LTD Extraordinary General Meeting Management Issuance of equity and other quasi equity instruments upto Rs.7 bn For For Assuming current market price of Rs.188.7 per share as the issuance price, the company will issue 37.1 mn new equity shares to

raise Rs.7 bn. This is 10.3% of the post issuance share capital of the company as at 30 June 2016. The proceeds from the

issuance will be used for financing the capital expenditure (including that of subsidiaries), acquisition opportunities, working

capital requirements and general corporate purposes of the company. The preferential allotment of equity shares (resolution 3)

and the proposed resolution to raised Rs.7 bn can potentially result in 22.1% dilution in the post issuance capital of the

company.

13-Oct-16 MAHINDRA CIE AUTOMOTIVE LTD Extraordinary General Meeting Management Appoint Ander Arenaza Álvarez as Executive Director for three years with effect from 13 September

2016For For Ander Arenaza Álvarez is associated with CIE Automotive group for over 10 years and has managed the company’s machining

and aluminium divisions. Presently he is being paid by CIE Automotive group. He was appointed as the company’s Chief

Executive Officer on 26 July 2016 and as the company’s Executive Director for three years with effect from 13 September 2016.

He will be responsible to oversee the company’s business in India and other areas of the CIE group. He will not receive any

remuneration from the company.

13-Oct-16 MAHINDRA CIE AUTOMOTIVE LTD Extraordinary General Meeting Management Pay over 5% of net profit as remuneration to Managing Director or Wholetime Director, and over 10% of

net profit as remuneration to all Managing Directors or Wholetime Directors but not exceeding 11% of

net profit of the company

For For The proposed resolution is not likely to have a significant impact on the profits of the company as the maximum remuneration

payable to Executive Directors will not exceed 11% of net profit. The remuneration paid to executive directors is in line with

peers and commensurate with complexity and size of business.

13-Oct-16 MAHINDRA CIE AUTOMOTIVE LTD Extraordinary General Meeting Management Pay minimum remuneration to Hemant Luthra in case of inadequate profit or losses for remaining

tenure of his appointment (until 31 Mach 2018)

For For Hemant Luthra was appointed as Executive Chairperson of the company on 1 April 2015 for three years. Prior to this, he was

Non-Executive Chairperson of the company for ten years. The company proposes to pay him minimum remuneration in form of

salary and perquisites in case of inadequate profits or losses for the remaining tenure of his term. In such case his overall

remuneration is likely to be around Rs.33.6 mn. His overall remuneration of Rs.22.7 mn for the nine months ended 31

December 2015 was in line with peers and commensurate with the size and complexity of the company.

13-Oct-16 MAHINDRA CIE AUTOMOTIVE LTD Extraordinary General Meeting Management Pay minimum remuneration to K. Ramaswami in case of inadequate profit or losses for remaining tenure

of his appointment (until 3 October 2017)For For K. Ramaswami was appointed as the Managing Director for three years with effect from 4 October 2014. The company

proposes to pay him minimum remuneration in form of salary and perquisites in case of inadequate profits or losses for the

remaining tenure of his term. In such case, his overall remuneration is likely to be around Rs.14.0 mn. His overall remuneration

of Rs.10.5 mn for the nine months ended 31 December 2015 was in line with peers and commensurate with the size and

complexity of the company.

Page 53

17-Oct-16 APOLLO TYRES LTD Postal Ballot Management Private placement of Non-convertible Debentures upto Rs.7.5 bn. For For The proposed NCD issue will be within the overall borrowing limit of Rs.50 bn approved by the shareholders in February 2015

postal ballot.The proceeds from the issuance will be used for financing the capital expenditure of the company .As on 31 March

2016, Apollo Tyres had a standalone debt of Rs.6.9 bn and a stable leverage profile with a debt/equity of 0.2x and debt/EBIDTA

of 0.4x. FY16 consolidated debt of Rs.14.6 bn is 0.2x networth and 0.7x EBIDTA. The company has an outstanding rating of

CRISIL AA/Stable/CRISIL A1+, which denotes high degree of safety regarding timely servicing of financial obligations.

17-Oct-16 MAHINDRA CIE AUTOMOTIVE LTD Postal Ballot Management Increase the limit of inter-corporate transactions to Rs.50 bn from Rs.25 bn For For The current available headroom under the inter-corporate transaction limit is Rs.8.5bn. The recent Rs.13.3 bn acquisition of Bill

Forge Private Limited will require an extension of existing limits of inter-corporate transactions. Following the acquisition, the

company is expected to have available headroom to of Rs.20 bn under the limit – which, we expect, will be used for further

acquisitions, as it enters the second phase of its 2020 strategy. The proposed increase is necessary for growth.

20-Oct-16 ULTRATECH CEMENT LTD. Court Meeting Management Approve purchase of cement plants from Jaiprakash Associates Limited and Jaypee Cement Corporation

LimitedFor For Growth strategy for the company.

21-Oct-16 RELIANCE INFRASTRUCTURE LTD Postal Ballot Management Alteration of the Main Objects Clause of the Memorandum of Association (MoA) For For Reliance Infrastructure Limited (RInfra) proposes to change the objects clause in its MoA to incorporate the development,

manufacture and supply of defence aerospace, land and naval platforms and equipment. In addition, RInfra intends to form an

Infrastructure Investment Trust under the SEBI (Infrastructure Investment Trusts) Regulations, 2014. The proposed changes will

enable the company to expand its current product offering, and enable it to raise funds

21-Oct-16 RELIANCE INFRASTRUCTURE LTD Postal Ballot Management Adopt new Articles of Association (AoA) that comply 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 to replace the entire existing AoA. Although

the new Articles of Association are available for inspection at the company’s registered office, the company could have been

more shareholder friendly and provided the revised AoA on its website.

21-Oct-16 RELIANCE INFRASTRUCTURE LTD Postal Ballot Management Power to sell, transfer, convey, or otherwise dispose of the whole or substantially the whole of any

undertaking of the company to form an Infrastructure Investment Trust (InvIT)

For For InvITs are being explored as financing options by infrastructure companies like RInfra following the finalization of the SEBI

(Infrastructure Investment Trusts) Regulations, 2014. An infrastructure trust offers project promoters an opportunity to sell

stake in completed projects to the trust, which in turn can raise long-term funds from unit holders. We believe the company

should have provided more granular information in the notice on its plans. Nevertheless, InvITs will help the company raise long

term funds on the back of completed projects.

22-Oct-16 CROMPTON GREAVES CONSUMER ELECTRICALS LTD Postal Ballot Management Approve Crompton Employee

Stock Option Plan 2016 (ESOP

2016) under which 4 mn options

will be issued at market price

For Abstain The maximum possible dilution from the scheme will be 0.6% of issued share capital. These would affect the Profit and loss of

the company

22-Oct-16 CROMPTON GREAVES CONSUMER ELECTRICALS LTD Postal Ballot ManagementApprove Crompton Performance

Share Plan-1 2016 (PSP- 1 2016)

under which 11 mn options will

be issued at a Rs.92.83 (discount

to current market price)

For For Employee benefits

cost as a % of total

income is lower

for CGCEL, compared

to peers and

therefore even after

absorbing

additional cost of

options the

company will still

be in-line with the

industry

22-Oct-16 CROMPTON GREAVES CONSUMER ELECTRICALS LTD Postal Ballot Management

Approve Crompton Performance

Share Plan-2 2016 (PSP- 2 2016)

under which 3.1mn options will

be issued at Rs. 161.50 (premium to current market price)

For For Good for employees motivational and having skin in the game.

22-Oct-16 CROMPTON GREAVES CONSUMER ELECTRICALS LTD Postal Ballot Management

Approve grant of options equal

to or exceeding 1% of issued

capital to Shantanu Khosla,

Managing Director

For For Remuneration is in line with industry given his track record and performance

22-Oct-16 CROMPTON GREAVES CONSUMER ELECTRICALS LTD Postal Ballot Management Reclassify status of shareholders holding 0.001% stake, from promoters to public shareholders For For The current shareholding of Avantha Realty Limited and Varun Prakashan Private Limited (other two entities currently belonging

to promoter group) is only 8,574 equity shares aggregating to 0.001% of the paid up capital of the Company

26-Oct-16 KARUR VYSYA BANK Postal Ballot Management Approve sub-division of equity shares from one share of face value of Rs. 10 per share to 5 shares of

face value of Rs. 2 per shareFor For The stock split will likely improve the liquidity of the company’s shares in the stock market and make it more affordable for

small investors to participate.

26-Oct-16 KARUR VYSYA BANK Postal Ballot Management Alteration of Capital Clause of Memorandum of Association to accommodate the sub-division of equity

shares

For For Total authorised capital will remain at Rs 2.0 bn. The sub-division of shares is likely to improve market liquidity for the stock.

26-Oct-16 KARUR VYSYA BANK Postal Ballot Management Alteration to the Articles of Associationto accommodate the sub-division of equity shares For For The subdivision in Resolution #1 will require amendments to Article 3 and Article 25 of the Articles of Association (AoA). The sub-

division of shares is likely to improve market liquidity for the stock.

02-Nov-16 Jubilant Foodworks Ltd Postal Ballot Management Approve JFL Employees Stock Option Scheme 2016 (ESOP 2016) comprising of up to 350,000 options For For Good way to rewarding employees and to get their focus on growth

02-Nov-16 Jubilant Foodworks Ltd Postal Ballot Management Extend JFL Employees Stock Option Scheme 2016 (ESOP 2016) to employees/directors of holding and

subsidiary companies

For For Employees working for company housed in holding or subs may be rewarded.

02-Nov-16 Jubilant Foodworks Ltd Postal Ballot Management Authorize implementation of ESOP 2016 through JFL Employees Welfare Trust For For Implementation of the stock option scheme through the trust route is in line with regulatory requirements

02-Nov-16 Jubilant Foodworks Ltd Postal Ballot Management Authorize JFL Employees Welfare Trust to subscribe to shares under the ESOS 2016 For For Implementation of the stock option scheme through the trust route is in line with regulatory requirements

02-Nov-16 Jubilant Foodworks Ltd Postal Ballot Management Approve commission of upto 1% of net profits for non-executive directors For For The commission payable to each non-executive director will be capped at Rs. 1 mn. The proposed remuneration is comparable

to peers.

02-Nov-16 ASHOKA BUILDCON LIMITED Postal Ballot Management Increase borrowing limit from Rs. 100 bn to Rs.120 bn For For The company needs to expand its non-fund based limits: the non-fund based limits will be used to bid for larger number of

projects (and thus increase success rates). Recent changes in NHAI bidding processes result in limits being blocked for longer

periods. This too has resulted in the need for higher non-fund based limits.

02-Nov-16 ASHOKA BUILDCON LIMITED Postal Ballot Management Create charges/mortgages/encumbrances on assets of the company upto Rs.120 bn For For Secured loans typically have easier repayment terms, less restrictive covenants, and marginally lower interest rates.

02-Nov-16 ASHOKA BUILDCON LIMITED Postal Ballot Management Enter into EPC contract with Ashoka Kharar Ludhiana Road Ltd. (AKLRL) and Ashoka Highway (Durg) Ltd.

(AHDL), step-down subsidiaries of the company for a consideration of Rs. 12.7 bn and Rs. 0.5 bn,

respectively

For For AKLRL is a 100% subsidiary of ACL (66% subsidiary of the company), while AHDL is a 51% subsidiary of ACL. AKLRL and AHDL

wants to enter into EPC execution contract with the company for the contracts won by them under the PPP model, for a

consideration of Rs. 12.7 bn and Rs. 0.5 bn, respectively. The transactions are integral to the operations of the company and will

be conducted on an arm’s length basis.

14-Nov-16 K P R MILL LTD Postal Ballot Management Reclassify authorized share capital to provide for sub-division of shares For For After the reclassification, the authorized share capital will remain at Rs.550 mn, but will be divided into 90 mn equity shares of

Rs.5 each (Rs.450 mn) and 1 mn preference shares of Rs.100 each (Rs.100 mn)

14-Nov-16 K P R MILL LTD Postal Ballot Management Alter Capital Clause of the Memorandum of Association (MoA) for the proposed sub-division of shares. For For In order to reclassify the authorized share capital of the company, the company needs to alter the Capital clause of the

Memorandum of Association (MoA) of the company.

14-Nov-16 K P R MILL LTD Postal Ballot Management Sub-division of one equity share of face value Rs.10.0 each into two equity shares of Rs.5.0 each For For The sub-division of equity shares will increase the liquidity of the company’s stock and encourage greater participation of retail

investors.

Page 54

21-Nov-16 SIMPLEX INFRA LTD Postal Ballot Shareholder Appoint Atindra Narayan Basu as an Executive Director For For Atindra Narayan Basu is the Technical Director of the company. He was appointed as an Additional Director on 20 September

2016. His appointment is in line with the statutory requirements.

21-Nov-16 SIMPLEX INFRA LTD Postal Ballot Management Appoint Atindra Narayan Basu as Whole Time Director for a period of three years from 20 September

2016 and fix his remunerationFor For Atindra Narayan Basu is an alumnus of Jadavpur University. He has around four decades of experience in civil infrastructure

activities. His proposed maximum remuneration of ~Rs. 14.1 mn is commensurate with the size and complexity of

responsibilities and is comparable to peers.

21-Nov-16 SIMPLEX INFRA LTD Postal Ballot Management Appoint Dipak Narayan Basu as Whole Time for a period of three years from 23 November 2016 and fix

his remuneration

For For Dipak Narayan Basu is an alumnus from Jadavpur University. He is the Technical Director of the company. His proposed

maximum remuneration of ~Rs. 14.1 mn is commensurate with the size and complexity of responsibilities and is comparable to

peers.

25-Nov-16 QUESS CORP LIMITED Postal Ballot Management Alteration of MOA For For Routine proposal, reqd for business purpose

25-Nov-16 QUESS CORP LIMITED Postal Ballot Management To ratify Employees Stock Option Scheme 2015 (ESOS 2015) For For This will enhance key employee retention.

29-Nov-16 Jyothy Laboratories Ltd Postal Ballot Management Issue of NCD For Abstain Not exceed 500cr.

29-Nov-16 Jyothy Laboratories Ltd Postal Ballot Management Re-appointment of Mr. K. Ullas Kamath as JMD & CFO For For Business development, new projects, financial management and formulation of strategies for growth. Assoistaed with company

since 1997.

29-Nov-16 Jyothy Laboratories Ltd Postal Ballot Management Re-appointment of Ms. M. R. Jyothy as WTD & CMO For For Marketing and Brand Communication. Daughter of company CMD. Regular to all meetings.

30-Nov-16 GILLETE INDIA LIMITED Annual General Meeting Management Adoption of financial statements For For Board Best suited

30-Nov-16 GILLETE INDIA LIMITED Annual General Meeting Management Declare dividend For For Good policy to give dividend to shareholder

30-Nov-16 GILLETE INDIA LIMITED Annual General Meeting Management Reappoint Sonil Dhawan as a Director For For Sonali Dhawan, 39, joined P&G in 1998, and has handled various roles in Marketing across different regions which include

ASEAN, India and Australia. Her reappointment is in line with all the statutory requirements

30-Nov-16 GILLETE INDIA LIMITED Annual General Meeting Management Appointment of Auditor For For No concern identified. Amongst the top auditors.

02-Dec-16 PROCTER & GAMBLE HYGIENE AND HEALTH CARE LTD Annual General Meeting Management Adoption of financial statements For For Board Best suited

02-Dec-16 PROCTER & GAMBLE HYGIENE AND HEALTH CARE LTD Annual General Meeting Management Declare dividend For For Good policy to give dividend to shareholder

02-Dec-16 PROCTER & GAMBLE HYGIENE AND HEALTH CARE LTD Annual General Meeting Management Reappoint Ms. Sonali Dhawan as Non-Executive Non-Independent Director For For Sonali Dhawan , 40, joined P&G in 1998, and has handled various roles in marketing across different regions which include

ASEAN, India and Australia. Her reappointment is in line with all the statutory requirements

02-Dec-16 PROCTER & GAMBLE HYGIENE AND HEALTH CARE LTD Annual General Meeting Management Reappoint Shailyamanyu Singh as a Director For For Has been associated with P&G for more than six years. He has been in board for two years

02-Dec-16 PROCTER & GAMBLE HYGIENE AND HEALTH CARE LTD Annual General Meeting Management Reappoint Deloitte Haskins and Sells LLP as statutory auditors For Abstain Board Best Suited

02-Dec-16 PROCTER & GAMBLE HYGIENE AND HEALTH CARE LTD Annual General Meeting Management Ratify remuneration of Rs. 7,00,000 to be paid to Ashwin Solanki & Associates as cost auditors of the

company for FY17

For Abstain It is not material and being a reputed MNC internal controls must be in place. Board best suited.

07-Dec-16 HONEYWELL AUTOMATION INDIA LTD. Postal Ballot Shareholder Appointment of Mr Ashish Gaikwad as a director. For For In line with statutory requirements

07-Dec-16 HONEYWELL AUTOMATION INDIA LTD. Postal Ballot Management Appointment of Mr Ashish Gaikwad as a managing director. For For In line with statutory requirements

07-Dec-16 MINDTREE LIMITED Postal Ballot Shareholder Appoint Akshaya Bhargava (DIN: 01874792) as an Independent Director from 12 December 2016 to 30

September 2021For For Akshaya Bhargava is the Chief Executive of the Wealth, Entrepreneurs and Business Banking division of Barclays. His

appointment is in line with all statutory requirements

07-Dec-16 MINDTREE LIMITED Postal Ballot Management Redesignate N S Parthasarathy as Executive Vice-Chairperson from 21 October 2016 to 31 December


For For The proposed remuneration is commensurate with the size and complexity of the business and in line with the peers

08-Dec-16 INFOTECH ENTERPRISES LTD. Postal Ballot Management Approve Cyient Limited - Associate Restricted Stock Unit Scheme 2016 to allot upto 465,000 RSUs to the

associates of the company

For For RSU’s are best route to incentivise and retain key employees. At the market price of Rs.456.4 per share and grant price of Rs.5

per unit, the total cost of the scheme will be around Rs.293.4 mn, which is 8.9% of FY16 consolidated PAT

08-Dec-16 INFOTECH ENTERPRISES LTD. Postal Ballot Management Extend Cyient Limited - Associate Restricted Stock Unit Scheme 2016 to allot upto 185,000 RSUs to the

associates of the company’s subsidiaries, JVs and associate companies

For For Retaining subsidiary, JV and associate company employees is also key

08-Dec-16 CAPITAL FIRST LTD Extraordinary General Meeting Management To Offer, Issue and Allot Equity Shares on Preferential Basis For For Positive for capital ratio and business growth

08-Dec-16 BAJAJ FINANCE LTD Postal Ballot Management To increase the borrowing limit from Rs 500 bn to Rs 750 bn For For Positive for business growth

08-Dec-16 BAJAJ FINANCE LTD Postal Ballot Management Creation of charges/mortgages on company’s assets of Rs. 750 bn For For The terms of borrowing, interest rates etc. for secured loans tend to be better than those for unsecured loans.

09-Dec-16 HINDALCO INDUSTRIES LTD Extraordinary General Meeting Management Issue securities up to Rs.5000 Crs For For Required for business purposes

10-Dec-16 VEDANTA LIMITED Postal Ballot Management Approve Vedanta Limited Employee Stock Options Scheme – 2016 (ESOS) under which 148.2 mn options

will be granted

For For In line with statutory requirements and practice followed by global metals & mining companies

10-Dec-16 VEDANTA LIMITED Postal Ballot Management Extend benefits of Vedanta Limited Employee Stock Option Scheme – 2016 to the employees of

holding/subsidiary companies

For For In line with statutory requirements and practice followed by business Groups.

10-Dec-16 VEDANTA LIMITED Postal Ballot Management Authorize ‘Vedanta ESOS Trust’ for secondary acquisition of equity shares For For Under this route, no new equity shares will be issued upon the exercise of stock options and the share capital of the Company

will not be diluted.

10-Dec-16 Oil and Natural Gas Corporation Limited Postal Ballot Management Issuance of one equity share of Rs. 5 each as bonus for every two equity shares 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. 64.2 bn comprising

12.8 mn equity shares of Rs.10 each. Rs. 21.4 bn will be capitalized from the reserves of the company.

Bonus issuance will increase the liquidity of the equity shares with higher floating stock and make the equity shares more

affordable.

13-Dec-16 TATA CONSULTANCY SERVICES LTD. Extraordinary General Meeting Management Remove Cyrus Mistry as Director For For We believe Cyrus Mistry’s position as a director of TCS was a direct consequence of his position as Chairperson of Tata Sons.

With his removal as Chairperson of Tata Sons, his continuing on TCS’ board as a non-independent director becomes untenable.

While this must not be construed as an endorsement of his removal, we believe his removal will provide the Tata group a clean

slate to fix the larger structural issues of the group.

17-Dec-16 JSW STEEL LTD. Postal Ballot Management Sub-division of equity shares from face value of Rs.10 each to Re.1 each For For In line with statutory requirements

17-Dec-16 JSW STEEL LTD. Postal Ballot Management Alter the Capital Clause in the Memorandum of Association to accommodate the restructuring of the

existing authorized share capital


17-Dec-16 JSW STEEL LTD. Postal Ballot Management Alter the Capital Clause in the Articles of Association to accommodate the restructuring of the existing

authorized share capital


17-Dec-16 JSW STEEL LTD. Postal Ballot Management Approve related party transaction with JSW International Tradecorp Pte. Ltd aggregating upto Rs.508.6

bn over the next three years (FY17-FY19)For For Required for business purposes

18-Dec-16 MUTHOOT FINANCE LIMITED Postal Ballot Management Alter the Memorandum of Association: Shift sub-clause 13 and 15 of Clause III (C) - Other Objects and

move it under sub clause (v) and (vi) of Clause III (A) - Main Objects

For For Muthoot Finance Ltd. (MFin) had earlier commenced businesses under sub-clauses 13 and 15 of Clause III (C) - Other Objects of

the MoA under the Companies Act, 1956. Since these activities form an important part of the business of the company, MFin

plans to shift these clauses from Clause III (C) and move it under sub-clause (v) of Clause III (A) - Main Objects of the MoA.

18-Dec-16 MUTHOOT FINANCE LIMITED Postal Ballot Management Alter the Memorandum of Association: Insert a new clause as sub-clause (vii) under Clause III A - Main

ObjectsFor For Muthoot Finance plans to increase its offerings of financial products and earn a fee income by entering the Mutual Fund

business. The Company intends to make an application with SEBI to act as a sponsor of a mutual fund in accordance with SEBI

(Mutual Funds) Regulations, 1996. It plans to insert a new sub-clause in the MoA to enable the Company to carry on business

related to Mutual Funds

18-Dec-16 MUTHOOT FINANCE LIMITED Postal Ballot Management Alter the Memorandum of Association: Insert a new clause as sub-clause (viii) under Clause III A - Main

ObjectsFor For MFin plans to diversify into providing financial services and advisory services, on a fee basis, to increase visibility and customer

base of the Company

18-Dec-16 MUTHOOT FINANCE LIMITED Postal Ballot Management Alter the Memorandum of Association: Shift sub-clause 10 of Clause III (C) - Other Objects and move it

under sub clause 32 of of Clause III (B): Objects incidental and ancillary to the attainment of main objectsFor For To carry out the main objects as envisaged under Clause III (A), the company may be required to open and manage offices,

including hiring furniture and fittings, strong rooms, electrical fittings and such other equipment. Hence MFin plans to shift

existing sub-clause (10) Clause III (C) to sub Clause 32 of Clause III (B)

Page 55

18-Dec-16 MUTHOOT FINANCE LIMITED Postal Ballot Management Alter the Memorandum of Association: delete Clause III (C)(1) to (C) (15) from the present MoA For For To comply with the provisions of Section 4, 13 and other applicable provisions of the Companies Act, 2013 read with rules

framed there under, the Company needs to delete the Other Objects Clause from the MoA. MFin proposes to completely

delete Clause III (C)(1) to (C) (15): Other Objects from the present MoA.

19-Dec-16 DR. LAL PATHLABS LIMITED Postal Ballot Management Approve perquisites arising out of exercise of stock options to Rahul Sharma, Non-Executive Non-

Independent Director, for a period of five years with effect from 1 January 2017

For For Approval requirements is in line with of Companies Act and company does not bear any cost associated with these stock

options

19-Dec-16 DR. LAL PATHLABS LIMITED Postal Ballot Management Revise reappointment terms of Dr. Vandana Lal as Director to make her directorship liable to retire by

rotation

For For Revision on reappointment is in line with Companies Act of maintaining statutory minimum limit of directors liable to retire by

rotation

20-Dec-16 STATE BANK OF INDIA Extraordinary General Meeting Management To create, offer, issue and allot such number of Equity Shares of ₹1/- each for cash at such price to be

determined by the Board in accordance with Regulation 76(1) of SEBI ICDR Regulations, aggregating to

the tune of up to `5,681/- Crores (including premium), on preferential basis to the “Government of

India.”

For For Positive for business growth and capital ratio

20-Dec-16 STATE BANK OF INDIA Extraordinary General Meeting Management To create, offer, issue and allot, such number of Equity Shares of ₹1 each, not exceeding ₹ 15,000 Crores

or such amount as may be approved by GoI & RBI.For For Positive for business growth and capital ratio

20-Dec-16 Jyothy Laboratories Ltd Court Meeting Management Scheme of Amalgamation :

Approve the proposed Scheme of Amalgamation of Jyothy Consumer Products Marketing Limited (the

“Transferor Company” or “JCPML”) with Jyothy Laboratories Limited (the “Company” or the “Applicant

Company” or the “Transferee Company” or “JLL”)

For For Both companies are under same management and for administrative convenience, it would be advantageous to combine the

operations in a single Company. The amalgamation will enable the Transferee Company to consolidate the businesses and lead

to synergies in operation and benefit of combined resources.

This Scheme of amalgamation would also result in achieving Direct and Indirect Tax efficiencies. It will also help in cost savings.

21-Dec-16 TATA STEEL LTD Extraordinary General Meeting Management Remove Cyrus Mistry as Director For For We believe Cyrus Mistry’s position as a director of TCS was a direct consequence of his position as Chairperson of Tata Sons.

With his removal as Chairperson of Tata Sons, his continuing on TCS’ board as a non-independent director becomes untenable.

While this must not be construed as an endorsement of his removal, we believe his removal will provide the Tata group a clean

slate to fix the larger structural issues of the group.

21-Dec-16 TATA STEEL LTD Extraordinary General Meeting Management Remove Nusli Wadia as Director For Abstain Mr. Wadia’s relationship with the Tata Group has moved from a simple difference in opinion about Mr. Mistry’s removal to

becoming acrimonious. This can interfere with his role as an independent Director and his presence on the Board may not add

much value to the Company.

22-Dec-16 SHEMAROO ENTERTAINMENT LTD Postal Ballot Management To amend the Objects clause (clause III) in the Memorandum of Association(MoA) of the company For For The company proposes to amend its Object clause of the MoA to expand its scope of activities and operations. The proposed

changes in the MoA will enable the company venture into new technologies and trends on existing and emerging platforms.

Also, the company proposes to re-align its MoA as per the provisions of the Companies Act, 2013.

22-Dec-16 SHEMAROO ENTERTAINMENT LTD Postal Ballot Management To alter the liability clause (clause IV) in the Memorandum of Association (MoA) of the company For For Required to comply with the Companies Act, 2013

22-Dec-16 TATA MOTORS LTD. Extraordinary General Meeting Management Remove Cyrus Mistry as Director For For We believe Cyrus Mistry’s position as a director was a direct consequence of his position as Chairperson of Tata Sons. With his

removal as Chairperson of Tata Sons, his continuing on board as a non-independent director becomes untenable. While this

must not be construed as an endorsement of his removal, we believe his removal will provide the Tata group a clean slate to fix

the larger structural issues of the group.

22-Dec-16 TATA MOTORS LTD. Extraordinary General Meeting Management Remove Nusli Wadia as Director For Abstain Mr. Wadia’s relationship with the Tata Group has moved from a simple difference in opinion about Mr. Mistry’s removal to



22-Dec-16 TATA MOTORS LTD. Extraordinary General Meeting Management Remove Cyrus Mistry as Director For For We believe Cyrus Mistry’s position as a director was a direct consequence of his position as Chairperson of Tata Sons. With his




22-Dec-16 TATA MOTORS LTD. Extraordinary General Meeting Management Remove Nusli Wadia as Director For Abstain Mr. Wadia’s relationship with the Tata Group has moved from a simple difference in opinion about Mr. Mistry’s removal to



22-Dec-16 SASKEN COMMUNICATION TECHNOLOGIES LTD Postal Ballot Management Buyback of upto 2.8 mn equity shares at a maximum price of Rs. 425 per share (face value Rs.10)

through a tender offer

For For Buy-back is the best way of returning excess money to the shareholders

22-Dec-16 SASKEN COMMUNICATION TECHNOLOGIES LTD Postal Ballot Management Approve Sasken Employees Share Based Incentive Plan 2016 (Incentive Plan 2016) comprising of up to

885,900 stock based instrumentsFor For Stock based incentive will ensure higher employee retention and is a strong motivator for a people driven company like Sasken

22-Dec-16 SASKEN COMMUNICATION TECHNOLOGIES LTD Postal Ballot Management Extend Sasken Employees Share Based Incentive Plan 2016 (Incentive Plan 2016) to employees of

subsidiary companies

For For Stock based incentive will ensure higher employee retention and is a strong motivator for a people driven company like Sasken

22-Dec-16 SASKEN COMMUNICATION TECHNOLOGIES LTD Postal Ballot Management Extend a loan to Sasken Employees Welfare Trust for secondary acquisition of shares For For Routine proposal

22-Dec-16 SASKEN COMMUNICATION TECHNOLOGIES LTD Postal Ballot Management Change name of the company from Sasken Communication Technologies Limited to Sasken

Technologies LimitedFor For As the company expands its services offerings beyond telecom vertical dropping ‘Communication’ word from the company

name is advised.

23-Dec-16 TATA CHEMICALS LTD Extraordinary General Meeting Management Remove Cyrus Mistry as Director For For We believe Cyrus Mistry’s position as a director was a direct consequence of his position as Chairperson of Tata Sons. With his




23-Dec-16 TATA CHEMICALS LTD Extraordinary General Meeting Management Remove Nusli Wadia as Director For Abstain Mr. Wadia’s relationship with the Tata Group has moved from a simple difference in opinion about Mr. Mistry’s removal to



23-Dec-16 TATA CHEMICALS LTD Extraordinary General Meeting Shareholder Appoint Bhaskar Bhatt as Non-Executive Non-Independent Director For For Bhaskar Bhatt resigned in November 2016 claiming that the statement of the independent directors (which supported Cyrus

Mistry) diluted his views on the threat the company faced, in taking a stance against its principal shareholder by supporting

Cyrus Mistry. This concern, if legitimate, can have longer-term operational ramifications for the company: therefore, the issue

should have been pursued and debated further at the board level. By taking a hasty decision to resign, he let go of an

opportunity to balance the narrative and provide a more considered view for the benefit of all stakeholders. However we

support his fresh appointment, because we believe he should not have resigned, but remained on the board all along.

23-Dec-16 TATA CHEMICALS LTD Extraordinary General Meeting Shareholder Appoint S Padmanabhan as Non-Executive Non-Independent Director For For S Padmanabhan replaced N S Rajan (who part of now disbanded Group Executive Council) as Head of Group Human Resources,

Tata Sons. His appointment is in line with the statutory requirements.

24-Dec-16 ITD CEMENTATION INDIA LTD Postal Ballot Management To give loans, guarantees, provide securities (in connection with a loan) to any other body corporate or

person, acquire securities of any other body corporate by way of subscription, purchase or otherwise

for an amount not exceeding Rs. 25bn

For For The company requires these limits to manage its existing order book and bid for new projects. Revenues in FY16 have grown by

1.75x over previous years, and order book on 30 September 2016 stands at Rs.57.6bn. The most immediate requirement – of

upto Rs.5bn - is for the Rs.28.3bn Mumbai Metro Rail project awarded to a joint venture between ITD, Continental Engineering

Construction, Taiwan and Tata Projects

27-Dec-16 JET AIRWAYS LTD Annual General Meeting Management Adoption of financial statements for the year ended 31 March 2016 For Abstain Routine proposal

27-Dec-16 JET AIRWAYS LTD Annual General Meeting Management Re-appoint James Rigney as Non-Executive Non-Independent Director For For In line with statutory requirements

Page 56

27-Dec-16 JET AIRWAYS LTD Annual General Meeting Management Ratify the re-appointment of Chaturvedi & Shah as joint statutory auditors for one Year For For In line with statutory requirements

27-Dec-16 JET AIRWAYS LTD Annual General Meeting Management Ratify the re-appointment of BSR & Co LLP as joint statutory auditors for one year For For In line with statutory requirements

27-Dec-16 JET AIRWAYS LTD Annual General Meeting Shareholder Appoint Vikram Mehta as Independent Director for three years For For In line with statutory requirements

27-Dec-16 JET AIRWAYS LTD Annual General Meeting Shareholder Appoint Ms. Rajshree Pathy as Independent Director for three years For For In line with statutory requirements

27-Dec-16 JET AIRWAYS LTD Annual General Meeting Shareholder Appoint Ranjan Mathai as Independent Director for three years For For In line with statutory requirements

27-Dec-16 JET AIRWAYS LTD Annual General Meeting Management Approve increase in remuneration payable to Gaurang Shetty as whole-time director for one year For For In line with statutory requirements

27-Dec-16 JET AIRWAYS LTD Annual General Meeting Management Approve commission of upto 1% of net profits for independent directors For For In line with statutory requirements

27-Dec-16 REPCO HOME FINANCE LIMITED Postal Ballot Management Amendment to the Incidental or Ancillary Objects Clause of the Memorandum of Association For For As per paragraph 32A(1) of National Housing Board Directions, 2010, a housing finance company cannot contribute to the

capital of a partnership firm or become a partner of any such firm. Repco Home Finance seeks shareholder approval to delete

the reference to the word partnership in clause 19 of the Incidental on Ancillary object clause III (B) of its Memorandum of

Association.

30-Dec-16 RHC HOLDING PVT LTD Court Meeting Management Request approval to allow merger of 2 entities into RHC Holdings:-1. Ranchem Pvt Ltd – Direct subsidiary

and 2. RWL Healthworld Ltd – Indirect subsidiary

For For Both these companies being held directly / indirectly 100% by RHC Holding, their merger will not have any credit impact on the

numbers since the merged entity and the consolidated entity numbers shall remain the same. Company states that they wish to

simplify their corporate structure and are hence merging these various entities.

31-Dec-16 DHANUKA AGRITECH LTD Postal Ballot Management Buyback of equity shares upto Rs.0.8 bn at a maximum buyback price of Rs. 850 per share through a

tender offer

For For The promoters will participate in the buyback. The buyback will enable the company to distribute its surplus cash to its

shareholders, and improve return ratios.

03-Jan-17 CHOLAMANDALAM INVESTMENT AND FINANCE

COMPANY LIMITED

Postal Ballot Management Alter the Object Clause of the Memorandum of Association to commence life insurance agency business For For Positive for business growth


COMPANY LIMITED

Postal Ballot Management Adopt a new set of Articles of Association in keeping with Companies Act 2013 For For Special resolution


COMPANY LIMITED

Postal Ballot Management To approve the Cholamandalam Investment and Finance Company Ltd Employee Stock Option Plan 2016

(ESOP Plan) and grant of stock options to employees

For For Positive for employee motivation and in-line with peers


COMPANY LIMITED

Postal Ballot Management To approve the grant of stock options to the employees of subsidiaries under the ESOP Plan For For Positive for employee motivation and in-line with peers

06-Jan-17 TUBE INVESTMENTS OF INDIA LTD. Postal Ballot Management Approve Tube Investments of India Limited Employee Stock Option Plan 2016 (‘ESOP 2016’) under which

3.7 mn stock options will be issued at market price

For For As the exercise price of the options is market price, I don’t expect the scheme to have a significant impact on the profitability of

the company.

06-Jan-17 TUBE INVESTMENTS OF INDIA LTD. Postal Ballot Management Approve grant of stock options to the employees of subsidiaries of the company under Tube

Investments of India Limited Employee Stock Option Plan 2016 (‘ESOP 2016’)

For For The company requires shareholder approval in a separate resolution to extend the ESOP s2016 benefits to the employees of

subsidiaries.

06-Jan-17 HINDUSTAN PETROLEUM CORPORATION LTD Postal Ballot Management Issuance of redeemable non-convertible debentures on a private placement basis aggregating up to

Rs.60 bn

For For The proceeds will be utilized for ongoing capital expenditure and other general corporate purposes. The proposed issuance will

be within the company’s overall borrowing limit of Rs.300 bn over and above the networth of the company.

06-Jan-17 HSIL LIMITED Court Meeting Management Transfer ‘retail business’ from Hindware Home Retail Private Limited (wholly owned subsidiary) to the

company

For For Help reduce operating cost; help optimum utilization of resources. Also will help reduce tax due to losses sitting in retail

business.

09-Jan-17 CARBORUNDUM UNIVERSAL LTD Postal Ballot Management Amend the Articles of Association (AoA) in conformity with Companies Act 2013 For For Required for alignment with Companies Act, 2013

09-Jan-17 CARBORUNDUM UNIVERSAL LTD Postal Ballot Management Approve Carborundum Universal Limited Employees Stock Option Plan 2016 (ESOP 2016) and grant

options to employees of the company

For For Employee Incentives to align with shareholders’ interests

09-Jan-17 CARBORUNDUM UNIVERSAL LTD Postal Ballot Management Grant Stock Options under Carborundum Universal Limited Employees Stock Option Plan 2016 (ESOP

2016) to employees of subsidiary companies

For For Employee Incentives to align with shareholders’ interests

14-Jan-17 QUESS CORP LIMITED Postal Ballot Management Approve private placement of Non-convertible debentures and/or other debt securities upto Rs 1.5 bn,

within overall borrowing limits of the Company

For For The NCDs /debt securities upto Rs 1.5 bn will be within the overall borrowing limit of the company.

16-Jan-17 UJJIVAN FINANCIAL SERVICES PRIVATE LIMITED Postal Ballot Management Amend Objects Clause of Memorandum of Association For For Business purpose

16-Jan-17 UJJIVAN FINANCIAL SERVICES PRIVATE LIMITED Postal Ballot Management Approve increase in borrowing limit from Rs. 60 bn to Rs. 70 bn For For Positive for business growth

16-Jan-17 UJJIVAN FINANCIAL SERVICES PRIVATE LIMITED Postal Ballot Management Create charges/mortgages on assets of the company upto Rs. 75 bn For For Positive for business growth

16-Jan-17 ASHOK LEYLAND Postal Ballot Management Amendment in Objects Clause and Liability Clause of the Memorandum of Association (MoA) of the

company

For For The existing MoA of the company are based on the Companies Act, 1913. The Companies Act, 2013, which is now largely in

force, require stating the Objects clause of the MoA in a different manner.

16-Jan-17 ASHOK LEYLAND Postal Ballot Management Approve increase in the number of stock options under Ashok Leyland Employees Stock Option Plan

2016 (AL ESOSP 2016) from 4.27 mn to 14.23 mn

For For The company has not specified an exercise price. Assuming all the options are granted at face value, the cost per year (for entire

14.23 mn stock options) will aggregate to Rs.215.2 mn (assuming a vesting period of five years). This represents 2% of the

consolidated FY16 PAT. Given the size of the scheme and intrinsic mode of accounting adopted by the company, the dilution

and cost implications for the scheme is expected to be marginal.

17-Jan-17 SINTEX INDUSTRIES LTD Court Meeting Management Composite Scheme of Arrangement between Sintex Industries Limited and Sintex Plastics Technology

Limited and Sintex-BAPL Limited and Sintex Infra Projects Limited and their respective shareholders and

creditors under Sections 391 to 394 of the Companies Act, 1956 and other applicable provisions of the

Companies Act, 1956 and the Companies Act, 2013

For For The mirror shareholding pattern in textile and non-textile business is positive for shareholders and the transaction is likely to

create value for them by separating the businesses into different entities – which would help managing and operating them

more efficiently to execute growth plans, along with better capital allocation.

17-Jan-17 RBL BANK LTD Extraordinary General Meeting Management Ratify Employee Stock Option Plan 2013 (ESOP 2013) and approve grant of another 11.4 mn options

under the scheme

For For Positive for long-term

18-Jan-17 PNC INFRATECH LTD Postal Ballot Management Increase borrowing limit to Rs.40 bn from Rs.25 bn For For The limit enhancement relates largely to an increase in non-fund based limits: the company needs to provide bank guarantees

to bid for projects, and for project execution.

18-Jan-17 PNC INFRATECH LTD Postal Ballot Management Provide charge on company’s assets For For Secured loans generally have easier repayment terms, less restrictive covenants, and lower interest rates.

23-Jan-17 CLARIANT CHEMICALS (INDIA) LTD Postal Ballot Management Reappoint Dr. Deepak Parikh as Vice-Chairman and Managing Director for a period of three years from 1

February 2017 till 31 January 2020 and to fix his remuneration

For For Dr. Deepak Parikh’s annual remuneration has ranged at around Rs. 80 mn over the past 2 years and the proposed

remuneration, from January 2017 till January 2020, has again been capped at Rs 80 mn annually. In line with peers.

23-Jan-17 ASHOK LEYLAND Court Meeting Management Approve amalgamation of Hinduja Foundries Limited (Hinduja Foundries) with Ashok Leyland Limited

(Ashok Leyland)

For For Hinduja Foundries’ products are critical to Ashok Leyland and the exchange ratio appears reasonable.

23-Jan-17 GILLETE INDIA LIMITED Postal Ballot Management Appoint Karthik Natarajan as Whole time director for five years effective 23 January 2017 and fix his

remuneration

For For Karthik Natarajan, 39, is being promoted to Director, Finance and Accounting – India, Middle East and Africa, and is being

appointed as a whole-time director to Gillette India’s board. His proposed remuneration at about Rs.35mn is commensurate

with the size and complexity of his role and comparable to peers.

24-Jan-17 CG POWER AND INDUSTRIAL SOLUTIONS LIMITED Postal Ballot Management Change the name of the company from ‘Crompton Greaves Ltd’ to ‘CG Power and Industrial Solutions

Ltd’

For For The proposed change in name from ‘Crompton Greaves Ltd’ to ‘CG Power and Industrial Solutions Ltd’ is initiated to reflect the

current business. After the demerger of ‘consumer products’ business into Crompton Greaves Consumer Electricals Limited

(CGCEL), the company is engaged in Power Transmission & Distribution and Industrial Business

27-Jan-17 THOMAS COOK (INDIA) LTD Postal Ballot Management Approve private placement of redeemable Non-Convertible Debentures upto Rs 3.0 bn For For In line with statutory requirements

30-Jan-17 NARAYANA HRUDAYALAYA LIMITED Postal Ballot Management Approve private placement of Non-Convertible Debentures upto Rs 10.0 bn For For The proposed issuance is within the overall borrowing limit of Rs 10 bln declared earlier

30-Jan-17 INDIA CEMENTS LTD. Postal Ballot Management Approve India Cements’ Employee Stock Option Scheme 2016 (ESOS 2016) comprising of up to 2 mn

stock options


05-Feb-17 ORBIT EXPORTS LTD. Postal Ballot Management Reappoint Pankaj Seth as Managing Director and CEO for three years from 1 April 2017 and fix his

remuneration

For For The reappointment of Pankaj Seth as Managing Director and CEO is in line with the statutory requirements. The proposed

remuneration of Rs.16.9mn is commensurate with the size and complexity of the business.

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05-Feb-17 ORBIT EXPORTS LTD. Postal Ballot Management Reappoint Ms. Anisha Seth as Whole Time Director for three years from 1 April 2017 and fix her

remuneration

For For The reappointment of Ms. Anisha Seth as Whole Time Director is in line with the statutory requirements. The proposed

remuneration of Rs.16.9mn is commensurate with the size and complexity of the business.

05-Feb-17 ORBIT EXPORTS LTD. Postal Ballot Management Increase in authorised share capital to Rs.350 mn from Rs.150 mn For For The increase will enable the company to issue further capital by way of bonus shares.

05-Feb-17 ORBIT EXPORTS LTD. Postal Ballot Management Alteration of the Capital Clause in the Memorandum of Association (MoA) for increase in authorized

share capital

For For The proposed increase in authorized share capital will require alteration of existing Clause V of the Memorandum of Association

05-Feb-17 ORBIT EXPORTS LTD. Postal Ballot Management Approval for the issue of bonus shares in the ratio of 1:1 For For The Board considered it desirable to recommend issue of bonus shares in the ratio of 1:1. The issued, subscribed and paid-up

share capital of the company will increase upto Rs.288.6 mn after capitalizing a sum upto Rs.144.3 mn from the securities

premium account/ free reserves.

08-Feb-17 SIEMENS Annual General Meeting Management Consideration and adoption of: (a) the Audited Financial Statements of the Company for the Financial

Year ended 30th September, 2016, together with the Reports of the Directors and the Auditors thereon;

and (b) the Audited Consolidated Financial Statements of the Company for the Financial Year ended 30th

September, 2016 and the Report of the Auditors thereon


08-Feb-17 SIEMENS Annual General Meeting Management Dividend: (a) To confirm the payment of Special Dividend (Interim Dividend) of â‚27.50 per Equity Share

of â‚2/- each declared by the Board of Directors on 4th August, 2016. (b) To declare a Final Dividend on

Equity Shares for the financial year ended 30th September, 2016. {The Board of Directors has

recommended a Final Dividend of â‚6/- per Equity Share of â‚2/- each.}


08-Feb-17 SIEMENS Annual General Meeting Management Re-appointment of Ms. Mariel von Schumann (DIN 06625674), who retires by rotation and being eligible,

offers herself for re-appointment.


08-Feb-17 SIEMENS Annual General Meeting Management Ratification of appointment of Messrs S R B C & CO LLP, Chartered Accountants (Firm Registration No.

324982E/E300003), as Statutory Auditors of the Company from conclusion of this Annual General

Meeting until the conclusion of next Annual General Meeting


08-Feb-17 SIEMENS Annual General Meeting Management Payment of remuneration to Messrs R. Nanabhoy & Co., Cost Accountants (Firm Registration No. 7464)

the Cost Auditors of the Company for FY 2016-17.


08-Feb-17 SIEMENS Annual General Meeting Management Approval of transactions with Siemens Healthcare Private Limited. For For Siemens India’s transactions with Siemens Healthcare Pvt. Ltd. (SHPL), (a subsidiary of Siemens AG), amounted to Rs 30.68 bn, in

FY16, which is considered material as per SEBI’s (LODR) Regulations 2015.

08-Feb-17 JAGRAN PRAKASHAN LTD Postal Ballot Management Buyback of 15.5 mn equity shares at Rs.195 per share (face value Rs.2) through a tender offer For For Buy-back is always encouraged, as it is a way to return money to shareholders

10-Feb-17 MINDA CORPORATION LIMITED Postal Ballot Management Modify the terms of redemption of 240,000 cumulative redeemable preference shares (of Rs.800 each)

issued to promoters

For For The modified terms will allow redemption earlier than the minimum of 10 years. If the preference shares are redeemed

immediately, it will result in a cash outgo of Rs.0.19bn – which will have marginal implications on the company’s liquidity and

debt protection measures.

10-Feb-17 MINDA CORPORATION LIMITED Postal Ballot Management Approve Minda Corporation’s Employee Stock Option Scheme 2017 (ESOP 2017) comprising of up to 5.3

mn stock options

For For The company has not specified an exercise price for the stock options. Assuming that options are granted at face value of Rs. 2,

at the current market price of Rs. 90.6 per share, the cost of ESOP 2017 will be Rs. 473.3 mn. Over a vesting period of five years,

the company will expense Rs. 94.7 mn per year, which is ~8.8% of FY16 consolidated net profit. The cost estimate is within

threshold of acceptance.

Page 58

10-Feb-17 MINDA CORPORATION LIMITED Postal Ballot Management Extend ESOP 2017 to employees of subsidiary companies For For Minda Corporation seeks to extend the ESOP 2017 scheme to employees of subsidiary companies through a separate

resolution: the company does not have any listed subsidiaries as of now.

10-Feb-17 BLUE DART EXPRESS LTD. Postal Ballot Shareholder Re-appointment of Mr. Narendra P Sarda, as an Independent Director of the Company for a term of 5

years

For For As no concern has been identified with respect to the time commitment, independence and profile of Mr. Sarda; the


10-Feb-17 BLUE DART EXPRESS LTD. Postal Ballot Shareholder Appointment of Mr. M McMahon, as an Independent Director of the Company for a term of 5 years

w.e.f. 10th Feb,2017.

For Abstain The Company proposes to appoint Mr. M McMahon as an Independent Director on the Board of the Company for a term of 5

years. However, he is a Director on the Board of Blue Dart Aviation Limited since April 2005, which is the subsidiary of the

Company. Hence this may hinder his independence.

10-Feb-17 BLUE DART EXPRESS LTD. Postal Ballot Management To vary/ amend the terms of remuneration of Mr. Anil Khanna, Managing Director For For The payment of LTI (Long term Incentive) under earlier criteria was based on “EBIT, Market share growth, etc.”, however the

Board has now proposed to set targets based on “EBIT” alone.It is compliant with Law, and no governance issue has been

identified

16-Feb-17 PENNAR ENGINEERED BUILDING SYSTEMS LIMITED Postal Ballot Management Approve company share of increase of Initial public offer (IPO) expenses For For Routine Resolution

16-Feb-17 PENNAR ENGINEERED BUILDING SYSTEMS LIMITED Postal Ballot Shareholder To confirm the appointment of Mr. Eric James Brown (DIN 07670880) as director who was appointed as

an additional director and in this regard to consider and if thought fit, to pass, with or without

modifications, the following resolution as an ordinary resolution


16-Feb-17 PENNAR ENGINEERED BUILDING SYSTEMS LIMITED Postal Ballot Shareholder To appoint Mr. Eric James Brown (DIN 07670880) as an independent director and this regard to consider

and if thought fit, to pass, with or without modifications, the following resolution as an ordinary

resolution


16-Feb-17 PENNAR ENGINEERED BUILDING SYSTEMS LIMITED Postal Ballot Management To serve documents on members and in this regard to consider and, if thought fit, to pass, with or

without modifications, the following resolution as an ordinary resolution


20-Feb-17 DEWAN HOUSING FINANCE CORPORATION LTD Postal Ballot Management Reclassification of Authorized Share Capital For For The company proposes to reclassify its authorized share capital to Rs.8.28 bn comprising 578 mn equity shares of Rs.10 each

and 2.5 mn non-convertible redeemable cumulative preference shares of Rs.1,000 each. The reclassification is required to

accommodate the proposed issuance of 2.5 mn non-convertible redeemable cumulative preference shares.

20-Feb-17 DEWAN HOUSING FINANCE CORPORATION LTD Postal Ballot Management Alter Memorandum of Association upon reclassification of the Authorized Share Capital For For Reclassification of authorized share capital requires alteration to the clause V of the Memorandum of Association of the

company.20-Feb-17 DEWAN HOUSING FINANCE CORPORATION LTD Postal Ballot Management Issue 0.7 mn Non-Convertible Redeemable Cumulative Preference Shares at Rs.3,000 per share

(premium of Rs.2,000 per share) on private placement basis

For For The Rs.2.1bn raised will be largely used for refinancing the existing debt.

20-Feb-17 DEWAN HOUSING FINANCE CORPORATION LTD Postal Ballot Management Issue 0.5 mn Non-Convertible Redeemable Cumulative Preference Shares at Rs.3,000 per share


For For The Rs.1.5bn raised will be largely used for refinancing the existing debt.



For For The Rs.1.2 bn raised from the issuance will be largely used for refinancing the existing debt.



For For The Rs.1.05 bn raised from the issuance will be largely used for refinancing the existing debt.



For For The Rs.0.9bn raised from the issuance will be largely used for refinancing the existing debt.

20-Feb-17 DEWAN HOUSING FINANCE CORPORATION LTD Postal Ballot Management Issue and Offer of 2,50,000 Non-Convertible Redeemable CumulativePreference Shares(NCRCPS)of ₹

1000 each at a premium of ₹ 2,000 per NCRCPS on a private placement basis

For For Raised from the issuance will be largely used for refinancing the existing debt

23-Feb-17 UNION BANK OF INDIA Extraordinary General Meeting Management Issue of Equity Shares on Preferential Basis to Government of India (GoI) upto Rs. 541 Crore For For Positive for capital ratios

23-Feb-17 UNION BANK OF INDIA Extraordinary General Meeting Management Issue of Equity Shares on Preferential Basis to Government of India (GoI) upto Rs 180 Crore For For Positive for capital ratios

01-Mar-17 Jubilant Foodworks Ltd Postal Ballot Management Approval for provision of money by the Company to the JFL Employees Welfare Trust For For No concern is identified in the resolution for provision of money to the Trust for the purpose of acquisition of shares from the

secondary market for implementation of ESOP Scheme.

03-Mar-17 GRASIM INDUSTRIES LTD Extraordinary General Meeting Management To increase the foreign investment limit from 24% to 30% of the paid up equity share capital of the

company

For For Measure would increase depth, liquidity and participation in stock.

04-Mar-17 GAIL (INDIA) LTD Postal Ballot Management Issue one equity share as bonus for three equity shares of face value 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.

05-Mar-17 BHARAT ELECTRONICS LTD Postal Ballot Management To approve sub-division of equity share of Rs.10 each into 10 equity shares of Re.1 Each For For Measure would increase depth and liquidity in stock.

05-Mar-17 BHARAT ELECTRONICS LTD Postal Ballot Management Amendment in capital clause V of the Memorandum of Association to reflect the sub-division of equity

share capita

For For Technical requirment

06-Mar-17 V-GUARD INDUSTRIES LTD Extraordinary General Meeting Management To approve increase in authorized share capital to Rs. 500 mn and consequent alteration of the capital

clause in the Memorandum of Association (MOA)

For For Accommodate issue of bonus shares

06-Mar-17 V-GUARD INDUSTRIES LTD Extraordinary General Meeting Management Issuance of two equity share of Re. 1.0 each as bonus for every five equity shares held in the company For For Bonus issuance will increase the liquidity of the equity shares with higher floating stock

10-Mar-17 HDFC LTD Postal Ballot Management To increase authorised capital from Rs 3.4 bn to Rs 3.5 bn and consequent amendment to the Capital

Clause of the Memorandum of Association

For For Given the new ESOP 2017 scheme proposed in resolution #2, HDFC proposes to increase its authorised capital from Rs 3.4 bn

(1.7 bn shares of Rs 2 each) to Rs 3.5 bn (1.75 bn shares of Rs 2 each) and a consequent amendment in the Capital Clause of the

Memorandum of Association.

10-Mar-17 HDFC LTD Postal Ballot Management Approval for issuance of a maximum of 49.85 mn stock options under Employees Stock Option Scheme

– 2017 at market price

For For The dilution will be a maximum of 3.0% of the expanded capital base. The corporation will follow the intrinsic value method to

value the options.

14-Mar-17 BHARTI AIRTEL LTD Postal Ballot Management Issue of unsecured/ secured redeemable Non-Convertible

Debentures/ Bonds by way of Private Placement

For For Required for business purpose.

14-Mar-17 BHARTI AIRTEL LTD Postal Ballot Management Transfer of the Company's investment in its wholly owned subsidiary to another wholly owned

subsidiary)

For For Transferor and transferee both being 100% subsidiary, Valuation may not matter presently, as the transfer of investment held

between two wholly owned subsidiaries. However, in future if any divestment by subsidiaries is undertaken and present

valuation is taken as benchmark, valuation would become material and governance issue will arise.

14-Mar-17 MRF LTD Postal Ballot Management Issue Non-Convertible Debentures upto Rs.5 bn on private placement basis For For The proposed NCD issue will be within the overall borrowing limit, of Rs.50 bn approved in February 2015 AGM. The company’s

outstanding ratings are ICRA AAA/Stable, which denotes highest degree of safety regarding timely servicing of financial

obligations.

14-Mar-17 LARSEN & TOUBRO LTD Court Meeting Management Approval of Scheme of arrangement between Larsen & Toubro Limited and L&T Valves Limited and their

respective shareholders and creditors which, provides for transfer of the Coimbatore Undertaking of

the Applicant Company as a going concern to the Transferee Company under Sections 230-232 of the

Companies Act, 2013.


15-Mar-17 JAMMU AND KASHMIR BANK LTD Postal Ballot Management Authority to the Board of Directors of the Bank to offer, issue and allot equity shares on a preferential

basis to the Government of Jammu and Kashmir, promoter and majority shareholder of the Bank.

For For Positive for capital ratios

16-Mar-17 ITC LIMITED Postal Ballot Management To include healthcare in the objects clause of the Memorandum of Association (MoA) For For The company proposes to alter its MoA to enable it to expand its services to the healthcare sector. The company believes it can

leverage its knowledge in the hospitality and tourism sector to support ‘medical tourism’ in the country. This is enabling

resolution and will take time to materialize,

17-Mar-17 JK Cement Ltd. Postal Ballot Management Ratify consultancy fees payable to Paul Hugentobler as Non-Executive Director For For In line with statutory requirements.

Page 59

17-Mar-17 DEWAN HOUSING FINANCE CORPORATION LTD Postal Ballot Management Approval for entering into Related Party Transaction with Wadhawan Global Capital Private Limited

("WGC"), a Promoter Entity and DHFL Investments Limited ("WOS"), a Wholly Owned Subsidiary of the

Company.

For For Improving company capital position and also gaining on market valuations of Insurance arm

22-Mar-17 SOMANY CERAMICS LTD Postal Ballot Management Increase in the borrowing powers of the Company For For As on 31st March, 2016 Company’s borrowing stood at ₹ 161.70. This is enabling resolution; spoke to company on the same.

They do not have such aggressive capex/acquisition plan now.

22-Mar-17 SOMANY CERAMICS LTD Postal Ballot Management Creation of Charge on the movable and immovable properties of the Company For For Same as above

22-Mar-17 SOMANY CERAMICS LTD Postal Ballot Management Authorization to the Board of Directors to make loan(s) and give guarantee(s), provide security(ies) or

make investment(s) in excess of the prescribed limit under Section 186 of the Companies Act, 2013

subject to maximum of 1000cr.

For For The proposed resolution is enabling in nature. Same as above.

22-Mar-17 SOMANY CERAMICS LTD Postal Ballot Management Authorization to the Board of Directors to enter into contracts or arrangement with related parties

including material related party transaction

For For The Company has made required disclosures in the Notice.

22-Mar-17 SOMANY CERAMICS LTD Postal Ballot Management Issue Secured or Unsecured Redeemable Non-Convertible Debentures (NCDs) on Private Placement

basis

For For No concern is identified in the Resolution.

22-Mar-17 CONTAINER CORPORATION OF INDIA LTD. Postal Ballot Management Approval for the issue of bonus shares in the ratio of 1:4 For For The Board considered it desirable to recommend issue of bonus shares in the ratio of 1:4. The issued, subscribed and paid-up

share capital of the company will increase upto Rs.243.7crs.

23-Mar-17 NEULAND LABORATORIES LIMITED Postal Ballot Management Ratify existing related party transactions and approve related party transactions with Neuland Pharma

Research Private Limited (NPRPL) aggregating up to Rs. 750 mn in FY17.

For For NPRPL is a promoter controlled entity involed in CRAMS API business. All proposed transactions are at arms length and in


23-Mar-17 SUNDARAM FINANCE LTD Postal Ballot Management Approve private placement of securities aggregating Rs.75 bn by way of non-convertible debentures

(NCDs) for FY18

For For The proposed NCDs will be issued within the overall borrowing limits. Sundaram Finance Limited’s NCDs are rated ICRA AA+/

Positive, which denotes high degree of safety regarding timely servicing of financial obligations.

24-Mar-17 MAESTRO MEDILINE SYS Annual General Meeting Management To receive, consider and adopt: i) the Audited Standalone Financial Statements of the Company for the

Financial Year ended 31st March, 2016 and the Report of the Board of Directors and the Auditors

thereon; and ii) the Audited Consolidated Financial Statements of the Company for the Financial Year

ended 31st March, 2016 and the Report of the Auditors thereon.

For Abstain Inadequate information

24-Mar-17 MAESTRO MEDILINE SYS Annual General Meeting Management To appoint a Director in place of Mr. Chitraleka Menon (DIN – 03060687), who retires by rotation

and being eligible has offered himself for re-appointment.


24-Mar-17 MAESTRO MEDILINE SYS Annual General Meeting Management To appoint the retiring auditors, M/s. R A R and Associates (Formerly known as M/s. Anil

Goyal & Co., Chartered Accountants, having Firm Registration No. 100431W


24-Mar-17 MMS Infrastructure Ltd Annual General Meeting Management To receive, consider and adopt the Directors’ Report, Auditors’ Report and Audited Balance Sheet as at

March 31, 2016and the Statement of Profit and Loss Account for the Financial Year ended on that date

together with notes andschedules attached thereto


24-Mar-17 MMS Infrastructure Ltd Annual General Meeting Management To appoint a Director in place of Mr. Nitin Paranjape (DIN – 00575053), who retires by rotation and being

eligible hasoffered himself for re-appointment.


24-Mar-17 MMS Infrastructure Ltd Annual General Meeting Management RESOLVED THAT pursuant to the provisions of section 139, 142 and other applicable provisions, if any,

of the Companies Act, 2013 and the Rules framed thereunder (including any statutory modification(s) or

re-enactments thereof for the time being in force), M/s. R. A. R. & Associates, Chartered Accountants

(Firm Registration No. 100431W), be and is hereby re-appointed as Auditors of the Company to hold

office from the conclusion of this Annual General Meeting till the conclusion of the Next Annual General

Meeting of the Company at such remuneration plus service tax, out-of-pocket,travelling and living

expenses, etc., as may be mutually agreed between the Board of Directors of the Company and the

Auditors.


29-Mar-17 ACC LTD Annual General Meeting Management Adoption of financial statements for the year ended 31 December 2016 For Abstain Routine proposal.

29-Mar-17 ACC LTD Annual General Meeting Management Ratification of interim dividend of Rs.11 per share and declaration of final dividend of Rs.6 per share

(Face Value: Rs.10)


29-Mar-17 ACC LTD Annual General Meeting Management Re-appoint NS Sekhsaria as Non-Executive Non-ndependent Director For For In line with statutory requirements

29-Mar-17 ACC LTD Annual General Meeting Management Re-appoint Martin Kriegner as Non-Executive Non-ndependent Director For For In line with statutory requirements

29-Mar-17 ACC LTD Annual General Meeting Management Appoint Deloitte Haskins & Sells LLP as statutory auditors of the company for five years For For In line with statutory requirements

29-Mar-17 ACC LTD Annual General Meeting Shareholder Appoint Neeraj Akhoury as Director For For In line with statutory requirements

29-Mar-17 ACC LTD Annual General Meeting Management Appoint Neeraj Akhoury as Managing Director and CEO for five years and fix his Remuneration For For In line with statutory requirements

29-Mar-17 ACC LTD Annual General Meeting Management Ratify remuneration of Rs. 1.1 mn for DC Dave & Co., as cost auditors for 2016 For For In line with statutory requirements

30-Mar-17 UPL LTD Extraordinary 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 The exercise price, at Rs.300 per option, is at significant discount to market price. While

we do not favor stock options at discount, the overall implications on profitability is

limited – the scheme will cost a little over Rs.200 mn, which is less than 2% of profits.

Further the scheme size is small, and will result in a marginal dilution of 0.5%.

30-Mar-17 UPL LTD Extraordinary 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 UPL has 77 unlisted subsidiaries that account for 52% of consolidated revenues and 55% of EBITDA. We favour extending the

stock option scheme to the employees of subsidiaries.

31-Mar-17 INFOSYS LIMITED Postal Ballot Management Revision in compensation of Mr. U B Pravin Rao, Chief Operating Officer & Whole-time Director For Abstain No major concern is identified in the proposed Resolution for revision in remuneration of Mr. Pravin Rao as Chief Operating

Officer & Whole-time Director.

31-Mar-17 INFOSYS LIMITED Postal Ballot Shareholder Appointment of Mr. D N Prahlad, as an Independent Director For For D N Prahlad’s appointment is in line with statutory requirements. While there is some public debate around his connection with

Narayan Murthy, we believe that discussion has limited relevance, given that Infosys’ promoters do no exert control over the

company.

Page 60

31-Mar-17 INFOSYS LIMITED Postal Ballot Management To adopt new Articles of Association of the Company in conformity with the Companies Act, 2013 For For With the coming into force of the Companies Act, 2013, several regulations of the existing AoA of the Company require

alteration or deletion. Accordingly, the Company has proposed to replace the entire existing AoA by a set of new Articles.

31-Mar-17 AMBUJA CEMENTS LIMITED Annual General Meeting Management Adoption of financial statements for the year ended 31 December 2016 For Abstain Routine proposal.

31-Mar-17 AMBUJA CEMENTS LIMITED Annual General Meeting Management Ratification of interim dividend of Rs.1.6 per share and approval of final dividend of Rs.1.2 per share

(Face Value: Rs.2)


31-Mar-17 AMBUJA CEMENTS LIMITED Annual General Meeting Management Re-appoint B L Taparia as Non-Executive Non-Independent Director For For In line with statutory requirements

31-Mar-17 AMBUJA CEMENTS LIMITED Annual General Meeting Management Re-appoint Ajay Kapur as Director For For In line with statutory requirements

31-Mar-17 AMBUJA CEMENTS LIMITED Annual General Meeting Management Appoint Deloitte Haskins & Sells LLP as statutory auditors for five years For For In line with statutory requirements

31-Mar-17 AMBUJA CEMENTS LIMITED Annual General Meeting Management Ratify remuneration of Rs. 0.7 mn for P M Nanabhoy & Co., as cost auditors for 2017 For For In line with statutory requirements

31-Mar-17 AMBUJA CEMENTS LIMITED Annual General Meeting Management Amend Articles of Association to make the office of Managing Director not liable to retire by rotation For For In line with statutory requirements

Page 61

For Against Abstained

Q1 262 238 0 24

Q2 2194 1942 0 252

Q3 118 108 0 10

Q4 111 101 0 10

2016-2017

Summary of Votes cast during the F.Y. 2016-2017

F.Y. Quarter Total no. of

resolutions

Break-up of Vote decision

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