Proxy Report FY 2016-17_up… · Quarter Meeting Date Company Name Type of meetings (AGM/EGM/CCM...

157
Quarter Meeting Date Company Name Type of meetings (AGM/EGM/CCM /PB)# Proposal by Management or Shareholder Proposal's description Investee company’s Management Recommendation Vote (For/ Against/ Abstain) Reason supporting the vote decision Apr - June 1-Apr-16 Dr. Reddy's Laboratories Limited PB Management Approval of Buyback of Equity Shares by Dr. Reddy’s Laboratories Limited In Favour of the Proposal For Buyback will create long term value for continuing shareholders. It would enable company to shrink their equity base thereby injecting much needed flexibility. A share repurchase indicates a company’s confidence in its future prospects. Revision of annual base salary and salary range of Mr. Soumitra Bhattacharya, Joint Managing Director In Favour of the Proposal For Qualifications and prior experience of the Mr. Soumitra Bhattacharya Approval of material related party transaction In Favour of the Proposal Abstain Related party transaction Adoption of Financial Statements For Financials don’t have any qualifications To declare final dividend on Equity shares For Dividend payout is a fair way of distributing profits to shareholders To appoint a Director in place of Mr. Vijay Kumar Sharma, a Non- Executive / Non-Independent Director having DIN 02449088, who retires by rotation and being eligible offers himself for re- appointment. For Qualifications and prior experience of the candidate To ratify the appointment of S R B C & CO LLP, Chartered Accountants, (Firm Reg. No. 324982E) as the Statutory auditors of the Company at a remuneration to be fixed by the board and reimbursement of out of pocket expenses incurred in connection with the audit. For No instances of conflicts of interest are brought to the notice of shareholders. The auditors are qualified for appointment according to the provisions of the Companies Act, 2013. To consider and if thought fit, appointment of Mr. Eric Olsen as Non- Executive Director of the Company, liable to retire by rotation. For Qualifications and prior experience of the candidate To consider and if thought fit, appointment of Mr. Christof Hassing(DIN:01680305) as Non-Executive Director of the Company, liable to retire by rotation. For Qualifications and prior experience of the candidate To consider and if thought fit, appointment of Mr. Martin Kriegner (DIN:00077715) as Non-Executive Director of the Company, liable to retire by rotation. For Qualifications and prior experience of the candidate To approve the remuneration of the Cost Auditors for the financial year ending March 31, 2016 and in this regard to consider and if thought fit, to pass, with or without modification(s) For No instances of conflicts of interest are brought to the notice of shareholders. The Cost Auditors are qualified for appointment according to the provisions of the Companies Act, 2013. To amend the Articles of Association of the Company For In compliance with Companies Act, 2013 and Companies (Amendment) Act, 2015 Apr - June Management Management AGM ACC Ltd Edelweiss Mutual Fund Details of Votes cast during the Financial Year Ended 2016-17 PB 2-Apr-16 Bosch Limited 13-Apr-16 Apr - June Details of Votes cast during the year from April 2016 to March 2017 for the Financial year 2016-17 In Favour of the Proposal

Transcript of Proxy Report FY 2016-17_up… · Quarter Meeting Date Company Name Type of meetings (AGM/EGM/CCM...

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Apr - June 1-Apr-16Dr. Reddy's Laboratories

LimitedPB Management

Approval of Buyback of Equity Shares by Dr. Reddy’s Laboratories

LimitedIn Favour of the Proposal For

Buyback will create long term value for continuing shareholders. It would enable

company to shrink their equity base thereby injecting much needed flexibility. A

share repurchase indicates a company’s confidence in its future prospects.

Revision of annual base salary and salary range of Mr. Soumitra

Bhattacharya, Joint Managing Director In Favour of the Proposal For Qualifications and prior experience of the Mr. Soumitra Bhattacharya

Approval of material related party transaction In Favour of the Proposal Abstain Related party transaction

Adoption of Financial Statements For Financials don’t have any qualifications

To declare final dividend on Equity shares For Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Mr. Vijay Kumar Sharma, a Non-

Executive / Non-Independent Director having DIN 02449088, who

retires by rotation and being eligible offers himself for re-

appointment.

For Qualifications and prior experience of the candidate

To ratify the appointment of S R B C & CO LLP, Chartered Accountants,

(Firm Reg. No. 324982E) as the Statutory auditors of the Company at a

remuneration to be fixed by the board and reimbursement of out of

pocket expenses incurred in connection with the audit.

For

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the provisions of the

Companies Act, 2013.

To consider and if thought fit, appointment of Mr. Eric Olsen as Non-

Executive Director of the Company, liable to retire by rotation.For Qualifications and prior experience of the candidate

To consider and if thought fit, appointment of Mr. Christof

Hassing(DIN:01680305) as Non-Executive Director of the Company,

liable to retire by rotation.

For Qualifications and prior experience of the candidate

To consider and if thought fit, appointment of Mr. Martin Kriegner

(DIN:00077715) as Non-Executive Director of the Company, liable to

retire by rotation.

For Qualifications and prior experience of the candidate

To approve the remuneration of the Cost Auditors for the financial

year ending March 31, 2016 and in this regard to consider and if

thought fit, to pass, with or without modification(s)

For

No instances of conflicts of interest are brought to the notice of shareholders. The

Cost Auditors are qualified for appointment according to the provisions of the

Companies Act, 2013.

To amend the Articles of Association of the Company For In compliance with Companies Act, 2013 and Companies (Amendment) Act, 2015

Apr - June Management

ManagementAGMACC Ltd

Edelweiss Mutual Fund

Details of Votes cast during the Financial Year Ended 2016-17

PB2-Apr-16 Bosch Limited

13-Apr-16Apr - June

Details of Votes cast during the year from April 2016 to March 2017 for the Financial year 2016-17

In Favour of the Proposal

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Adoption of Financial Statements For Financials don’t have any qualifications

To declare final dividend on Equity shares. For Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Ms. Usha Sangwan, having DIN

02609263, who retires by rotation and being eligible offers himself for

re-appointment.

For Qualifications and prior experience of the candidate

To ratify the appointment of S R B C & CO LLP, Chartered Accountants,

(Firm Reg. No. 324982E) as the Statutory auditors of the Company at a

remuneration to be fixed by the board and reimbursement of out of

pocket expenses incurred in connection with the audit.

For

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the provisions of the

Companies Act, 2013.

To consider and if thought fit, appointment of Mr. Eric Olsen as Non-

Executive Director of the Company, liable to retire by rotation.For Qualifications and prior experience of the candidate

To consider and if thought fit, appointment of Mr. Christof

Hassing(DIN:01680305) as Non-Executive Director of the Company,

liable to retire by rotation.

For Qualifications and prior experience of the candidate

To consider and if thought fit, appointment of Mr. Martin Kriegner

(DIN:00077715) as Non-Executive Director/ of the Company, liable to

retire by rotation.

For Qualifications and prior experience of the candidate

To revise the remuneration of Mr. B. L. Taparia, Director

DIN:00016551For Qualifications and prior experience of the candidate

To approve the remuneration of the Cost Auditors for the financial

year ending March 31, 2016 and in this regard to consider and if

thought fit, to pass, with or without modification(s)

For

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the provisions of the

Companies Act, 2013.

The new set of Articles of Association be and is hereby approved and

adopted as the Articles of Association of the Company in the place and

in exclusion and substitution of the existing Articles of Association of

the Company with effect from the date of this meeting.

For In compliance with Companies Act, 2013

Apr - June 20-Apr-16 Strides Shasun Limited PB ManagementApproval for Implementation of Strides Shasun ESOS – 2016 and to

grant the employees of Company’s subsidiaries In Favour of the Proposal For

ESOP provides advantages like aligning the interest of the managers with those of

the owners. It is a non-cash compensation tool to compete for the best human

resources. The main advantage is the accounting advantage that gives an

opportunity to pay without a reduction in book profits.

Appointment of Mr. M. K. Sharma as an Independent Director In Favour of the Proposal For Qualifications and prior experience of the candidate

Ordinary Resolution for appointment of Mr. M. K. Sharma as Non-

Executive (part-time) ChairmanIn Favour of the Proposal For Qualifications and prior experience of the candidate

Ms. Vishakha Mulye, (DIN: 00203578) be and is hereby appointed as a

Director of the Bank, liable to retire by rotation. In Favour of the Proposal For Qualifications and prior experience of the candidate

Appointment of Ms. Vishakha Mulye as Wholetime Director

(designated as Executive Director) In Favour of the Proposal For Qualifications and prior experience of the candidate

Approval for amendment to the ESOP SchemeIn Favour of the Proposal For

Change in exercise period would lead to employee contributing to the long-term

value creation of the Bank and also align employee interest with the long-term

objectives of the Bank. The said change is not prejudicial to the interest of the

employees and it would provide greater flexibility to employees

Apr - June

Apr - June 14-Apr-16

ICICI Bank Limited PB22-Apr-16

Ambuja Cement AGM Management In Favour of the Proposal

Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Apr - June 22-Apr-16Jet Airways (India)

LimitedCCM Management Approval for the scheme of merger In Favour of the Proposal For

The proposed merger would lead to greater efficiency in cash management of the

merged entity and unfettered access to cash flow generated by the combined

business which can be deployed more efficiently to maximize shareholder value.

The merger will further strengthen Jet Airways’ efforts in providing a consistent,

single brand product and service offering across the network, leading to a stronger

market presence

To receive, consider and adopt the Financial Statements including

Balancesheet as at December, 2015 and the statement of Profit and

Loss for the year ended on that date along with Directors' and

Auditors' Report thereon.

In Favour of the Proposal For Financials don’t have any qualifications

To declare Dividend for the year ended December 31, 2015 In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Mr. Avinash Gandhi (DIN: 00161107),

who retires by rotation and being eligible offers himself for re-

appointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

To appoint a Director in place of Mr. Dietmar Heinrich (DIN:

00928243), who retires by rotation and being eligible offers himself for

re-appointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

Appointment of Auditors In Favour of the Proposal For No instances of conflicts of interest are brought to the notice of shareholders.

Approval on Material Related Party Transactions In Favour of the Proposal Abstain Related Party Transaction

Approval of remuneration payable to cost auditors In Favour of the Proposal For No instances of conflicts of interest are brought to the notice of shareholders.

Approval for payment of remuneration to Non-executive Directors, In Favour of the Proposal For

The remuneration payable to each Non-executive Director will be based on the

remuneration structure as determined by the board on the basis of performance,

and based on the categories such as Sitting fee and Profit Related Commission.

Issue of Equity Shares including convertible bonds/debentures In Favour of the Proposal For

The funds raised from equity are cheaper to be serviced as compared to debt

funds. In order to meet the requirements of the Company’s growth plans and to

fund the capital expenditure, working capital and other corporate purposes. The

Company would require the funding to be structured with an appropriate mix of

equity and debt to meet the objective of optimization of cost as well as

conservative financial management.

Issuance Of Redeemable Non-Convertible Debentures / Bonds by way

of Private Placement In Favour of the Proposal For

In order to provide the necessary flexibility of structuring the borrowings of the

Company in the optimal manner depending on the prevailing market conditions, it

is proposed to borrow and raise by issue of Secured Redeemable Non-Convertible

Debentures / Bonds (“NCDs”) on private placement basis, as may be appropriate

and as specified in the approvals, from both Indian and International markets.

Apr - June

Apr - June

27-Apr-16 AGM

Torrent

Pharmaceuticals LimitedPB29-Apr-16

FAG Bearings India

LimitedManagement

Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

To receive, consider and adopt the financial statements of the

Company for the year ended 31st December 2015 including the

audited Balance Sheet as on 31st December 2015 and the statement

of Profit and Loss for the year ended on that date and the Reports of

the Directors and Auditors thereon.

In Favour of the Proposal For Financials don’t have any qualifications

Payment of dividend In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To fix the remuneration payable and the reimbursement of out-of-

pocket expenses, if any, to the said Statutor y Auditors."In Favour of the Proposal For No instances of conflicts of interest are brought to the notice of shareholders.

Approval and Appointment of Cost Auditors In Favour of the Proposal For No instances of conflicts of interest are brought to the notice of shareholders.

Appointment of Mr. J Silvestre as Director In Favour of the Proposal For No instances of conflicts of interest are brought to the notice of shareholders.

Appointment of and remuneration payable to Dr. S Ayyangar,

Managing DirectorIn Favour of the Proposal For Qualifications and prior experience of the candidate

Mr. N. Rajaram (DIN 02977405) [presently Alternate to Mr. J. Silvestre

(DIN 00489526)] as a Wholetime Director of the Company for a period

of five years from 21st October 2015

In Favour of the Proposal For Qualifications and prior experience of the candidate

Appointment of Mr. L. Guerin (DIN 07232453) [presently Alternate to

Mr. F. Briens (03472959)] as a Wholetime Director of the Company for

a period of five years from 21st October 2015

In Favour of the Proposal For Qualifications and prior experience of the candidate

The appointment of Mr. A. Sood (DIN 07272686) [presently Alternate

to Mr. P. Chocat (DIN 07194130)] as a Wholetime Director of the

Company for a period of five years from 21st October 2015

In Favour of the Proposal For Qualifications and prior experience of the candidate

Appointment of Mr. Aditya Narayan as an Independent Director In Favour of the Proposal For Qualifications and prior experience of the candidate

Appointment of Ms. Usha Thorat as an Independent Director In Favour of the Proposal For Qualifications and prior experience of the candidate

Adoption of New Articles of Association In Favour of the Proposal For In Compliance with Companies Act, 2013

Approval of material related party transaction In Favour of the Proposal Abstain Related Party Transaction

Apr - June 29-Apr-16 Bank of India EGM Management Issue of Equity Shares In Favour of the Proposal For

The long term funds are raised for expanding and achieving the targeted business

growth and with a view to maintain to maintain Capital Adequacy requirements as

per the Basel III capital regulations.

Sub-Division of Equity SharesIn Favour of the Proposal For

Further the liquidity of the shares will increase in the market making it easier for

the small ivestors to trade in the shares.

Alteration of Capital Clause of

Memorandum of Association In Favour of the Proposal For To bring MOA in line to allow sub-division of shares

Approval for Name change of the CompanyIn Favour of the Proposal For

The abbreviated words “NBCC” in the Company’s logo is duly registered with the

Controller General of Patent, Design and Trademarks, Department of Industrial

Policy and Promotion, Ministry of Commerce and Industry, hence the word ‘NBCC’

is more familiar with the stakeholders and quite often used in India and abroad.

Apr - June 2-May-16

Oriental Bank of

Commerce EGM Management Issue of Equity Shares In Favour of the Proposal For

The long term funds are raised for expanding and achieving the targeted business

growth and with a view to maintain to maintain Capital Adequacy requirements as

per the Basel III capital regulations.

Apr - June 4-May-16The Indian Hotels

Company LimitedEGM Management

Reduction of Share Capital of the Company.In Favour of the Proposal For

The process of decreasing a company’s shareholder equity through share

cancellations and share repurchases is capital reduction. In order to enable the

entire debit balance in profit and loss account of the Company shall be adjusted

against the securities premium account of the Company. Since the members could

understand the scope and implications of the Scheme, in relation to the Company

the aforesaid reduction is proposed.

Apr - June

Apr - June 30-Apr-16

29-Apr-16 AGM Management

Management

Sanofi India Limited

National Buildings

Construction

Corporation Limited

PB

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Apr - June 4-May-16The Indian Hotels

Company LimitedCCM / EGM Management Approval for the Scheme of Amalgamation In Favour of the Proposal For

The proposed amalgamation will enable better and efficient management, control

and running of the businesses to attain operational efficiencies, cost

competitiveness, create synergies and will be beneficial for capitalizing on the

growth opportunities to the fullest extent.

Apr - June 4-May-16

Hatsun Agro Product

Limited PB Management Alteration of Main Object Clause of Memorandum of Association In Favour of the Proposal ForThe business will expand incredibly as the company will deal with all kinds of

packaging materials which will increase the profitability.

Apr - June 6-May-16Allcargo Logistics

LimitedPB Management

Issuance Of Redeemable Non-Convertible Debentures by way of

Private Placement In Favour of the Proposal ForTo expand and develop the existing business, future acquisitions, capital

expenditure, working capital requirements and general corporate purposes

To reappoint Dr. Sanjiv Mishra as the Non Executive Chairman of the

Bank for a period of 3 monthsIn Favour of the Proposal For Qualifications and prior experience of the candidate

Alteration of Articles of Association of the Bank In Favour of the Proposal For In compliance with Companies Act, 2013

To consider and adopt: i. the

Audited Standalone and Consolidate Balancesheet as at 31st

December, 2015

ii. the Audited Standalone and Consolidated Statement of Profit and

Loss for the year ended on that date

iii. the Standalone and Consolidated Cash Flow Statement for the year

ended on that date

iv. Notes annexed to, or forming part of, the documents referred to in

(a) to (c) above and the Reports of the Board of Directors and Auditors

thereon

In Favour of the Proposal For Financials don’t have any qualifications

To appoint a Director in place of Mr. Pathai Chakornbundit (DIN :

00254312)In Favour of the Proposal For Qualifications and prior experience of the candidate

To ratify the appointment of M/s. Walker Chandiok & Co LLP,

Chartered Accountants, (Firm Reg. No. 001076N/N500013) as the

Statutory auditors of the Company

In Favour of the Proposal For No instances of conflicts of interest are brought to the notice of shareholders.

To appoint Mr. Piyachai Karnasuta (DIN : 07247974) as an Additional

Director of Company, In Favour of the Proposal For Qualifications and prior experience of the candidate

To approve the remuneration of the Cost Auditors In Favour of the Proposal For No instances of conflicts of interest are brought to the notice of shareholders.

To revise the remuneration payable to Directors who are neither

managing director nor whole time director.In Favour of the Proposal For No instances of conflicts of interest are brought to the notice of shareholders.

To re-appoint Mr. Adun Saraban (DIN : 01312769) as Managing

Director of the Company In Favour of the Proposal For Qualifications and prior experience of the candidate

To receive, consider and adopt the Financial Statements of the

Company for the year 2015 including audited Balancesheet as at 31st

December, 2015, the statement of Profit and Loss and Cash Flow

Statement for the year ended on that date and the Reports of the

Board of Directors and auditors thereon.

In Favour of the Proposal For Financials don’t have any qualifications

To confirm the two interim dividends aggregating to Rs. 30 per equity

share, already paid for the year ended 31st December, 2015 and

declare final dividend.

In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Mr. Shobinder Duggal In Favour of the Proposal For Prior experience and reputation of the firm.

To appoint M/s. A.F. Ferguson & Co., Chartered Accountants (ICAI

Registration No. 112066W) as Statutory auditors of the Company In Favour of the Proposal For No instances of conflicts of interest are brought to the notice of shareholders.

To approve the remuneration of the Cost Auditors M/s. Ramanath Iyer

& Co.,(Firm Reg. No. 00019) for the financial year ending March 31,

2016

In Favour of the Proposal For No instances of conflicts of interest are brought to the notice of shareholders.

To consider and if thought fit, appointment of Dr. Rakesh Mohan

(DIN:02790744) as Non-Executive Director of the CompanyIn Favour of the Proposal For Prior experience and reputation of the firm.

Apr - June

Nestle India Limited

ITD Cementation India

LimitedAGMApr - June

Apr - June

PB

AGM12-May-16 Management

Management

Management

Axis Bank Limited

7-May-16

12-May-16

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Apr - June 21-May-16 MphasiS Limited PB Management To enter into HPE Agreement In Favour of the Proposal Abstain Related party Transaction

Apr - June 24-May-16Asian Paints Limited

PB Management

To approve change of place of keeping

and inspection of Register and Index of

members, returns etc.

In Favour of the Proposal For in order to protect the interest of shareholders

Apr - June 31-May-16Bharat Petroleum

Corporation LimitedPB Management

Increase in limit of total shareholding of all Registered Foreign

Institutional Investors (FIIs) put

together from 24% up to 49% of the paid-up equity

share capital of the Company

In Favour of the Proposal For

Existing limit for FII is 24$ out of which the current holding is already 21%. So in

order to make more space for FII's to invest in the equity the limits need to be

enhanced

Apr - June 4-Jun-16

Britannia Industries

Limited CCM Management

Approval in the Scheme of Arrangement Between Daily Bread Gourmet

Foods Pvt Ltd and Britannia Industries Limited In Favour of the Proposal For

The proposed scheme would aid operational synergies and economies of scale

arising out of the established manufacturing capabilities and infrastructure of the

transferee company.

To increase the Authorised Share Capital and to amend the

Memorandum of Association of the Bank. In Favour of the Proposal For

In order to fulfill the requirement of Reserve Bank of India, with regards to the

Banking Regulation Act, 1949 vide its letter dated October 23, 2013 has advised all

private sector banks to make necessary amendments to their Memorandum of

Association (“MoA”) and Articles of Association (“AoA”) aligning them with the

enabling provisions of the Banking Laws (Amendments) Act, 2012. One of the

amendments was to Section 12(1)(ii) of the Banking Regulation Act, 1949, allowing

the Banking Companies to raise the capital by issue of preference shares in

addition to the equity shares.

To amend the Main Objects Clause of the Memorandum of

Association In Favour of the Proposal For

In order to fulfill the requirement of Reserve Bank of India, with regards to the

Banking Regulation Act, 1949 vide its letter dated October 23, 2013 has advised all

private sector banks to make necessary amendments to their Memorandum of

Association (“MoA”) and Articles of Association (“AoA”) aligning them with the

enabling provisions of the Banking Laws (Amendments) Act, 2012. One of the

amendments was to Section 12(1)(ii) of the Banking Regulation Act, 1949, allowing

the Banking Companies to raise the capital by issue of

preference shares in addition to the equity shares.

To amend the Articles of Association of the Bank. In Favour of the Proposal For

In order to fulfill the requirement of Reserve Bank of India, with regards to the

Banking Regulation Act, 1949 vide its letter dated October 23, 2013 has advised all

private sector banks to make necessary amendments to their Memorandum of

Association (“MoA”) and Articles of Association (“AoA”) aligning them with the

enabling provisions of the Banking Laws (Amendments) Act, 2012. One of the

amendments was to Section 12(1)(ii) of the Banking Regulation Act, 1949, allowing

the Banking Companies to raise the capital by issue of

preference shares in addition to the equity shares.

Yes Bank Limited PB4-Jun-16Apr - June Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Apr - June 6-Jun-16SKS Microfinance

LimitedPB Management

Approval for Name change of the Company and consequent

alterations to Memorandum of Association and Article of Association

of the Company.

In Favour of the Proposal For

with a pan-India presence, a large member base and a multiple-product delivery

capability, the Company is equipped to play a major complimentary role in

fulfilling the national priority of Financial Inclusion. Hence, the Board is

recommending name “Bharat Financial Inclusion Limited”.

Approval in the Scheme of Arrangement between RINFRA and REGSPLIn Favour of the Proposal For

In order to enable distinct focus of investors to invest in some of the key

businesses and to lend greater focus to the operation of each of its diverse

businesses, and to increase shareholders value

Approval in the Scheme of Arrangement between RINFRA and REGSPLIn Favour of the Proposal For

In order to enable distinct focus of investors to invest in some of the key

businesses and to lend greater focus to the operation of each of its diverse

businesses, and to increase shareholders value

Adoption of standalone and consolidated financial statement for the

year ended March 31, 2016 In Favour of the Proposal For Financials don’t have any qualifications

Approval of dividend on equity shares In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

Appoint a director in place of Mr. M. R. Srinivasan (DIN: 00056617),

who retires by rotation and being eligible, offers

himself for re-appointment

In Favour of the Proposal For Qualifications and prior experience of the candidate

Appointment of M/s. B. S. R. & Co. LLP., Chartered Accountants as

Auditors and fixation of remuneration thereof In Favour of the Proposal For No instance of conflict of interest has been brought to the notice of shareholders.

Approval for appointment of Mr. Ajai Kumar (DIN- 02446976) as a

Director, liable to retire by rotation In Favour of the Proposal For Qualifications and prior experience of the candidate

Approval for appointment of Mr. Ashok Chawla (DIN- 00056133) as an

Independent Director In Favour of the Proposal For Qualifications and prior experience of the candidate

Approval for revision in the remuneration of Mr. Radha Singh (DIN -

02227854), Non-Executive Part-Time Chairperson

of the Bank,

In Favour of the Proposal For Qualifications and prior experience of the candidate

Payment of profit based commission to Non-Executive Directors

except Non-Executive Chairperson In Favour of the Proposal For

Non-Executive Directors have been entrusted with

new responsibilities to make their role more objective and purposeful. Keeping in

view the enhanced role, responsibilities and duties of directors, it is considered

appropriate that the remuneration payable to the Non-Executive Directors by the

Bank should be commensurate with their increased role, responsibilities and

duties.

Approval for raising of capital upto USD 1 Billion by issue of shares or

convertible securities in one or more tranches In Favour of the Proposal For

The Bank has substantially developed and has achieved significant growth during

the last several years. It also has future growth plans for further development and

in order to execute that it requires additional capital.

Approval for borrowing / raising funds in Indian /foreign currency by

issue of debt securities upto ` 10,000 Crores (the

“NCDs”) to eligible investors on private placement basis)

In Favour of the Proposal For

The current approval of Members is valid upto June 05, 2016. Hence, in order to

facilitate the raising of funds by way of issue of debt securities, it would be

necessary to have the fresh approval of members in place.

Apr - June 10-Jun-16Bharti Infratel Limited

PB ManagementApproval for buy-back of equity shares

In Favour of the Proposal ForIt will improve EPS, ROA and ROE and will have a positive impact on investor

wealth in the long term

Apr - June 13-Jun-16 Vedanta Limited PB Management

Approval to increase limit u/s 186 of Companies Act for Inter-

Corporate Loans, Investment and Guarantees and Securities. In Favour of the Proposal Abstain Related Party transaction

Apr - June 14-Jun-16 Mindtree Limited CCM Management

Approval in the Scheme of Amalgamation between Mindtree

(Transferee Co.) and Discoverture Solutions LLC and Relational

Solutions LLC (Transferor Cos.)In Favour of the Proposal For

As per the explanatory statement attached to the notice of the company, the

consolidation of the activities by way of an amalgamation will lead to synergies of

operations and a stronger and wider capital and financial base for future growth &

expansion.

CCM

Apr - June

Apr - June 6-Jun-16

Reliance Infrastructure

Limited

7-Jun-16

Management

ManagementYes Bank Limited AGM

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

To receive, consider and adopt:

a. the Audited Financial Statements of the Company for the financial

year ended March 31, 2016, together with

the Reports of the Board of Directors and the Auditors thereon; and

b. the Audited Consolidated Financial Statements of the Company for

the financial year ended March 31, 2016,

together with the Report of the Auditors thereon

In Favour of the Proposal For Financials don’t have any qualifications

To confirm the payment of Interim Dividends on Equity Shares and to

declare a Final Dividend on Equity Shares

for the financial year 2015-16.In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Mr. Ishaat Hussain (DIN 00027891), In Favour of the Proposal For Qualifications and prior experience of the candidate

To ratify the appointment of Deloitte Haskins & Sells LLP, Chartered

Accountants (Firm Registration No. 117366W/W-100018) as auditor of

the Company.

In Favour of the Proposal For No instances of conflicts of interest are brought to the notice of shareholders.

Consent of the Board be and is hereby authorized to appoint Branch

Auditors of any branch office of the CompanyIn Favour of the Proposal For No instances of conflicts of interest are brought to the notice of shareholders.

Apr - JuneTata Consultancy

Services LimitedAGM17-Jun-16 Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

To consider and adopt the financial statements (including the

consolidatd financial statements) of the company, for the financial

year ended March 31, 2016 and the Reports of the board of Directors

and Auditors thereon.

In Favour of the Proposal For Financials don’t have any qualifications

To declare a final dividend of Rs. 14.25 per equity share and to

approve the interim dividend of Rs. 10 per equity share, already paid

during the year, for the year ended March 31, 2016

In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

The approval of the members of the company be, and is hereby

accorded to the re-appointment of Dr. Vishal Sikka (DIN 06897177) as

a wholetime director

In Favour of the Proposal For Qualifications and prior experience of the candidate

The appointment of B S R & Co. LLP Chartered Accountant (LLP

registration No. AAB 8181) as the auditors of the company to hold

office till the conclusion of next AGM

In Favour of the Proposal For No instance of conflict of interest has been brought to the notice of shareholders.

Adoption of Financial Statements In Favour of the Proposal For Financials don’t have any qualifications

Declaration of Dividend In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

Appointment of Dr. Vishal Sikka as a Director liable t retire by rotation. In Favour of the Proposal For Qualifications and prior experience of the candidate

Appointment of Auditors In Favour of the Proposal For No instances of conflicts of interest are brought to the notice of shareholders.

To receive, consider and adopt the Audited Financial Statements of

the Company for the financial year ended as at 31st March, 2016,

together with the Reports of the Board of Directors and auditors

thereon.

In Favour of the Proposal For Financials don’t have any qualifications

To approve interim dividend of Rs.100 per equity share paid for the

financial year ended March 31, 2016.In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To ratify the appointment of Deloitte Haskins & Sells, Chartered

Accountants (Firm Registration No. 015125N), as Statutory Auditors of

the Company at such remuneration plus service tax, out of pocket,

travelling and living expenses, etc., as may be determined by the

Board of Directors.

In Favour of the Proposal For No instances of conflicts of interest are brought to the notice of shareholders.

To consider and approve re-appointment of Mr. Siddhartha Lal as

Managing Director of the Company.In Favour of the Proposal For Qualifications and prior experience of the candidate

To consider and approve payment of remuneration to Mr. Siddhartha

Lal as Managing DirectorIn Favour of the Proposal For Qualifications and prior experience of the candidate

Apr - June 21-Jun-16

Jagran Prakashan

Limited PB Management

Approval in the Scheme of Arrangement between JPL, Crystal,

Spectrum and MBL:In Favour of the Proposal For

JPL strategizes to improve its key financial ratio through amalgamation and have

healthier balance sheet.

Amalgamation of Transferor Companies into JPL will result in simplifying the

ownership structure such that JPL would become direct holder of 93% approx of

equity capital of MBL, which is indirectly held by it through Transferor Companies.

Demerger of the Radio Business Undertaking into MBL would more specifically

help in increasing revenue and saving various administrative, managerial and

other costs through various synergies besides improving organizational efficiency.

Eicher Motors Limited

Apr - June

Apr - June 18-Jun-16

Infosys Limited18-Jun-16 AGM

Management

Management

AGM

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

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.

In Favour of the Proposal For Financials don’t have any qualifications

To declare a dividend of ` 3.05 (305%), including a special dividend of `

1.25 (125%), per Equity Share of the nominal value of ` 1 each for the

year ended 31st March, 2016.

In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Mr. P. D. Chaudhari

(holding DIN 02171823), In Favour of the Proposal For Qualifications and prior experience of the candidate

To appoint a Director in place of Mr. M. Tanaka

(holding DIN 06566867), In Favour of the Proposal For Qualifications and prior experience of the candidate

To appoint M/s. B S R & Co. LLP, Chartered Accountants (Registration

No. 101248W/W-100022) as Statutory auditors of the CompanyIn Favour of the Proposal For

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To approve change of place of keeping and inspection of Register and

Index of members, returns etc. In Favour of the Proposal For

There has been certain irregularity at Sharepro Services with regards to share

related operations and dividend related activites. Hence, Statutory authorities are

investigating over such alleged misappropriation of dividends and securities of its

client companies and therefore in order to protect the interest of shareholders the

Board is proposing to appoint another entity as its R&TA which could be reliable

and could smoothly handle operations.

To approve and adopt the financials In Favour of the Proposal For Financials don’t have any qualifications

Appointment of Director In Favour of the Proposal For Qualifications and prior experience of the candidate

To appoint Statutory Auditors In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To donate /contribute to fulfill its CSR Policy In Favour of the Proposal For

Equitas has developed a wide range of ecosystem initiatives, covering health, skill

training, job placements, education, etc and has been carrying on its Corporate

Social Responsibility activities

To approve Merger In Favour of the Proposal For

Two subsidiaries Equitas Micro Finance Ltd and Equitas Housing Finance Ltd are to

be merged with Equitas Finance Ltd, which would then, after receipt of all

regulatory approvals, be converted into the Small Finance Bank which is expected

to commence banking business during the current financial year. Therefore, it is

proposed to seek approval for the same.

Ratification of Employee Stock Option Scheme 2015In Favour of the Proposal For

In compliance with SEBI regulation for listed companies for pre/post IPO ESOP

Scheme

To receive, consider and adopt the financial statement of the company

for the year ended March 31, 2016 In Favour of the Proposal For Financials don’t have any qualifications

To declare dividend on equity shares. In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Mr Keki Mistry, In Favour of the Proposal For Qualifications and prior experience of the candidate

To appoint a director in place of Ms. Renu S. Karnad, In Favour of the Proposal For Qualifications and prior experience of the candidate

To ratify the appointment of Auditors and to fix their remuneration In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Approval to borrow money for the purpose of business. In Favour of the Proposal For

Company expects to grow in future due to which it requires to borrow money

from different sources. It also expects to increase its sub limit for the purpose of

borrowing of non convertible debentures. It approves to increase its limit from

Rs.12000 crore to Rs. 15000 crore.

To issue Redeemable NCD’s upto an amount not exceeding Rs. 3,500

crores and to issue Unsecured Redeemable subordinated debt – Tier II

NCD’s

In Favour of the Proposal ForAs per the explanatory notes, Company optes to borrow debt for future growth

provided within the limit of SEBI guidance.

AGM

22-Jun-16

22-Jun-16 AGMApr - June

Management

ManagementKansai Nerolac Paints

Limited

Apr - June

Apr - June Gruh Finance Limited

ManagementAGMEquitas Holdings

Limited

22-Jun-16

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Apr - June 24-Jun-16 Bank of Baroda AGM Management

To discuss, approve and adopt the Balance sheet of the

Bank as at 31 March 2016, Profit and Loss Account for the year ended

31st March, 2016, the report of the Board of Directors on the working

and activities of the Bank for the period covered by the accounts and

the Auditor’s report

on the Balance sheet and Accounts.

In Favour of the Proposal For Financials don’t have any qualifications

Approval for Re-pricing and re-granting of Employee Stock OptionsIn Favour of the Proposal For

Post demerger, it is Prudent to re-price and re-grant these options to make it

beneficial to employees.

Approval of IDFC Employee Stock Option Scheme, 2016 and grant of

stock options to the Eligible Employees/Directors of the Company

under the Scheme

In Favour of the Proposal For

ESOPs provide advantages like aligning the interest of the managers with those of

the owners. It is a non-cash compensation tool to compete for the best human

resources.

Approval of IDFC Employee Stock Option Scheme, 2016 and grant of

stock options to the Eligible Employees/Directors of the Company's

subsidiaries under the Scheme

In Favour of the Proposal For

ESOPs provide advantages like aligning the interest of the managers with those of

the owners. It is a non-cash compensation tool to compete for the best human

resources.

To increase the Share Capital of the Company In Favour of the Proposal For

In order to give effect to the recommendation of Bonus shares, it is proposed to

increase the share capital of the Company from Rs. 1000,00,00,000 Crores to Rs.

2000,00,00,000 crores.

substitution of existing Article 4 of the AoA In Favour of the Proposal For

There will be an increase in share capital due to issue of bonus shares and

therefore it is required to increase the present share capital as per resolution 1 of

the notice and the same requires substitution of article 4 of AoA of the company

as mentioned above.

To issue one bonus share In Favour of the Proposal For

Bonus issues are always welcome by the shareholders. It reduces the Market price

of the share thereby making new investors to enter into the market. Bonus issue

creates a very good image in the market thereby resulting in increase in the value

of the shares.

Divestment of Shasun Pharma Solutions Limited, UK In Favour of the Proposal For

Divestment of Shasun Pharma Solutions Ltd, UK which is into CRAMS API business,

to a company to be set up by the current management team of SPSL and members

of promoter group of Strides Shasun Limited for an enterprise value not less than

GBP 25 Million with an equity value of GBP 6 Million after adjustment of debt and

debt like items, to be discharged by way of cash.

Divestment of Shasun Pharma Solutions Limited, UK In Favour of the Proposal For

Divestment of Shasun Pharma Solutions Ltd, UK which is into CRAMS API business,

to a company to be set up by the current management team of SPSL and members

of promoter group of Strides Shasun Limited for an enterprise value not less than

GBP 25 Million with an equity value of GBP 6 Million after adjustment of debt and

debt like items, to be discharged by way of cash.

Apr - June 28-Jun-16Equitas Holdings

LimitedPB Management Alteration of Main Object Clause of Memorandum of Association In Favour of the Proposal For

to comply with RBI Regulations and to bring the Objects Clause of the Company in

line with that of a Core Investment Company, the Objects clause of Memorandum

of Association of the Company is proposed to be amended.

PB

IDFC Limited25-Jun-16 PB

Apr - June 27-Jun-16 Strides Shasun Limited PB

Apr - June

Apr - JuneITC Limited

27-Jun-16 Management

Management

Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

To receive, consider and adopt the audited financial statements

including audited consolidated financial statements of the Company

for the financial year ended 31

March, 2016 together with the reports of the Board of Directors and

Auditors thereon.

In Favour of the Proposal For Financials don’t have any qualifications

To confirm the two interim dividends aggregating to Rs. 30 per equity

share, already paid for the year ended 31st December, 2015 and

declare final dividend.

In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Shri Mahendra Choksi

st (DIN: 00009367), who retires by rotation and being eligible, offers

himself for re-appointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

To appoint a Director in place of Shri Malav Dani (DIN:

01184336), who retires by rotation and being eligible, offers himself

for re-appointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

To consider the appointment of M/s. B S R & Co., LLP,

Chartered Accountants (Firm Registration Number

– 101248W/W-100022) as Auditors of the Company

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To consider the appointment of M/s. Deloitte Haskins

& Sells LLP, Chartered Accountants (Firm Registration Number -

117366W/W-100018) as the Auditors of the Company.

In Favour of the Proposal For No instances of conflicts of interest are brought to the notice of shareholders.

To approve the remuneration of the Cost Auditors M/s. RA & Co., Cost

Accountants (Firm Registration No.

000242) for the financial year ending March 31, 2016 and in this

regard to consider and if thought fit, to pass, with or without

modification(s)

In Favour of the Proposal For No instances of conflicts of interest are brought to the notice of shareholders.

To consider and adopt he Audited Financial Statements of the

Company for the financial year ended March 31, 2016, together with

the reports of the Board of Directors and Auditors thereon.

In Favour of the Proposal For Financials don’t have any qualifications

To approve total dividend for the financial year 2015-16. In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director In Favour of the Proposal For Qualifications and prior experience of the candidate

Appointment of Auditors In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Remuneration to Cost Auditor In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To appoint Mr. Sudhir Kumar (DIN: 00267742) as an Independent

DirectorIn Favour of the Proposal For Qualifications and prior experience of the candidate

To approve extension in the tenure of Mr. Akhilesh Joshi (DIN:

01920024) as Whole-time DirectorIn Favour of the Proposal For Qualifications and prior experience of the candidate

To approve appointment of Mr. Sunil Duggal (DIN:07291685) as Chief

Executive Officer & Whole-time Director In Favour of the Proposal For Qualifications and prior experience of the candidate

Hindustan Zinc Limited AGM28-Jun-16

Asian Paints Limited28-Jun-16 AGM

Apr - June

Apr - June Management

Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

To receive, consider and adopt the financial statements of the

Company for the year ended 31st March, 2016, including the Audited

Balance Sheet as at 31st March, 2016, the Statement of Profit & Loss

for the year ended on that date and reports of the Board of Directors

and Auditors thereon.

In Favour of the Proposal For Financials don’t have any qualifications

To confirm the payment of 1st Interim Dividend and 2nd

Interim Dividend on Equity Shares by the Board of Directors of the

Company.

In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Shri Bajranglal Surajmal

Taparia (Director Identification No. 00112438), who retires by rotation

and being eligible, offers himself for reappointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

Approval & Appointment of Statutory Auditors In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Appointment of Cost Auditors In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Apr - June 29-Jun-16

Hatsun Agro Product

Limited PB Management To issue bonus shares to the shareholders

In Favour of the Proposal For

Bonus issues are always welcome by the shareholders. It reduces the Market price

of the share thereby making new investors to enter into the market. Bonus issue

creates a very good image in the market thereby resulting in increase in the value

of the shares.

The Audited Consolidated Financial Statements of the Company for

the financial year ended March 31, 2016 and the Report of the

Auditors there on.In Favour of the Proposal For Financials don’t have any qualifications

To confirm the Interim Dividend of ` 3.50 per equity share already

paid, for the financial year ended March 31, 2016In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Mr. Tarun Jain (DIN

00006843), who retires by rotation and being eligible,

offers himself for re-appointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

To appoint M/s Deloitte askin and Sells LLP, Chartered Accountants, as

the Statutory AuditorsIn Favour of the Proposal For

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Ratification of Remuneration payable to the Cost Auditors of the

Company M/s Ramnath Iyer & Co., for the Financial year ending

March 31, 2017

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Approval for subscription of Non-Convertible Debentures or other

Debt SecuritiesIn Favour of the Proposal For

To provide the necessary flexibility of structuring the borrowings of the Company

in the optimal manner depending on the prevailing market conditions, it is

proposed to borrow and raise by issue of Secured/unsecured Redeemable Non-

Convertible Debentures / Bonds (“NCDs”)

To Waive the excess remuneration paid to Mr. Navin Agarwal In Favour of the Proposal For In compliance with schedule 13 of Companies Act

To consider and adopta) the audited financial statement of the

Company for the financial year ended on 31st March, 2016 and

reports of the Board of directors and Auditors thereon.

b) the audited consolidated financial statments of the company for the

financial year ended on 31st March, 2016 and the report of the

auditors thereon

In Favour of the Proposal For Financials don’t have any qualifications

Vedanta Limited AGM29-Jun-16

Supreme Industries

Limited28-Jun-16 AGMApr - June

Apr - June

Management

Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

To declare dividend on equity shares In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Mr. Kalyan Banerjee(DIN: 00276866), In Favour of the Proposal For Qualifications and prior experience of the candidate

To appoint a Director in place of Mr. Raajnikant Devidas Shroff (DIN:

00180810)In Favour of the Proposal For Qualifications and prior experience of the candidate

To ratify the appointment of Messsrs S R B C & CO LLP, Chartered

Accountants LLP, Mumbai (FRN 324982E/E300003), Chartered

Accountants,

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To appoint a Director in place of Mr. Vasant Prakash Gandhi (DIN:

00863653), as an independent DirectorIn Favour of the Proposal For Qualifications and prior experience of the candidate

To approve the remuneration of the Cost Auditors for the financial

year ending March 31, 2017.In Favour of the Proposal For

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Consent of the Company be and is hereby accorded to raise funds

through private placement of Non-Convertible Debentures / Bonds

(“NCDs”) for an amount not exceeding Rs. 3000 crores to eligible

investors.

In Favour of the Proposal ForIt will enable the company to explore new opportunities in the market and also

will assist in day to day performance of the company

To receive, consider and adopt the audited financialstatements

(including audited consolidated financialstatements) for the financial

year ended 31st March, 2016and the Reports of the Directors and

Auditors thereon.

In Favour of the Proposal For Financials don’t have any qualifications

To confirm the payment of Interim Dividend and to declare Final

Dividend on equity shares for the financial yearended 31st March,

2016.

In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Mr. Harish Manwani (DIN 00045160),

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

appointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

To appoint a Director in place of Mr. Pradeep Banerjee(DIN

02985965), who retires by rotation and being eligible,offers himself

for re-appointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

To appoint a Director in place of Mr. P. B. Balaji (DIN 02762983), who

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

appointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

To ratify the appointment of M/s. B S R & Co. LLP,

CharteredAccountants, Mumbai (Firm Registration No. 101248W/W-

100022)

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To approve the remuneration payable to M/s. RA & Co., Cost

Accountants (Firm Registration No. 000242), In Favour of the Proposal For

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Apr - June 30-Jun-16Punjab National Bank

AGM Management

To consider and adopt the Audited Balance Sheet of the Bank as at

31st March 2016, Profit and Loss Account of the Bank for the year

ended 31st March 2016, the Reports of the Board of Directors on the

working and activities of the Bank for the period covered by the

Accounts and the Auditor's Report on the Financial Statements.

In Favour of the Proposal For Financials don’t have any qualifications

To receive, consider and adopt the audited financial statements of the

Company for the financial year ended March 31, 2016, the reports of

the Board of Directors

and Auditors thereon and audited consolidated financial statements

of the Company for the financial year ended March 31, 2016.

In Favour of the Proposal For Financials don’t have any qualifications

To confirm the interim dividend paid of ` 5.00 per equity share (100%),

as final dividend for the year ended March 31, 2016. In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a director in place of Dr. Arun S Chandavarkar (DIN:

01596190) In Favour of the Proposal For Qualifications and prior experience of the candidate

29-Jun-16 AGMApr - June

ManagementApr - JuneHindustan Unilever

LimitedAGM30-Jun-16

UPL Limited Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Appointment of Stattutory Auditors In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To appoint independent director in place of Mr. M. Damodaran (DIN:

02106990)In Favour of the Proposal For Qualifications and prior experience of the candidate

To approve the remuneration of the Cost Auditors M/s Rao Murthy &

Associates, Cost Accountants for the financial year ending March 31,

2016

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To approve new ESOP Grants under the existing ESOP Plan - Grant IX

for the eligible new joiners and Grant X for eligible existing employees

respectively and further do approve discontinuation of offering of new

grants under the existing Grant VI, VII & VIII

In Favour of the Proposal For In compliance with SEBI regulations for the pre and post IPO ESOP scheme

Apr - June 30-Jun-16Hindustan Unilever

LimitedCCM Management

To reclassify and transfer the amounts lying to the credit of the

General Reserves to the ‘Profit and Loss Account’ of the Applicant

Company

In Favour of the Proposal ForTo provide greater flexibility for the utilization of the funds, and in the interests of

corporate governance and transparency

Apr - June 30-Jun-16 State Bank of India AGM Management

To discuss and adopt the balancesheet and the profit and loss account

of the State Bank made up to the 31st March 2016, the report of the

Central Board on the working and activities of the State Bank for the

period covered by the accounts and the auditor's report on the

balance sheet and accounts.

In Favour of the Proposal For Financials don’t have any qualifications

July-Sept 5-Jul-16

Bharat Petroleum

Corporation Limited PB Management Issue of Bonus Shares In Favour of the Proposal For

Bonus issues are always welcome by the shareholders. It reduces the Market price

of the share thereby making new investors to enter into the market. Bonus issue

creates a very good image in the market thereby resulting in increase in the value

of the shares.

July-Sept 6-Jul-16The Indian Hotels

Company LimitedPB Management

Approval of the Company be and is hereby granted for divestment by

United Overseas Holdings Inc.In Favour of the Proposal For

The LLC is continuously making losses during several previous years due to

recession in foreign markets which have affected the hospitality industry thus

forcing the company to make such decisions. However, for leveraging its brand

name ‘taj’ the company will enter into management service agreement with the

purchaser, enabling company to unlock values whilst retaining the company’s

brand presence.

To receive, consider and adopt the Audited Standalone and

Consolidated Financial Statements for the Financial

Year ended March 31, 2016, together with the Reports of the Board of

Directors and Auditors thereon

In Favour of the Proposal For Financials don’t have any qualifications

To declare Dividend on Equity Shares for the Financial Year ended

March 31, 2016. In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Mr. R. Seshasayee, Director

Identification Number 00047985, who retires by

rotation and, being eligible, offers himself for re-appointment.In Favour of the Proposal For Qualifications and prior experience of the candidate

To appoint M/s Price Waterhouse Chartered Accountants

LLP, Mumbai, Chartered Accountants (Firm’s Regn. No. 012754N /

N500016) as Statutory auditors of the Company and fix their

remuneration.

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To appoint Mr. Shanker Annaswamy, DIN 00449634, as Independent

Director In Favour of the Proposal For Qualifications and prior experience of the candidate

To appoint Dr. T. T. Ram Mohan, DIN 00008651, as Independent

Director In Favour of the Proposal For Qualifications and prior experience of the candidate

AGM

ManagementIndusInd Bank Limited

AGM

30-Jun-16

July-Sept 1-Jul-16

Apr - June ManagementBiocon Limited

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Remuneration to Non-Executive Directors of the BankIn Favour of the Proposal For

In view of the RBI guidelines and keeping in view the enhanced role,

responsibilities and duties of Directors, it is considered appropriate that the

remuneration payable to the Non-Executive Directors by the Bank should be

commensurate with their increased role, responsibilities and duties.

Remuneration to Mr. R. Seshasayee, DIN 00047985, Part-time Non-

Executive Chairman In Favour of the Proposal For Qualifications and prior experience of the candidate

To Issue Long Term Bonds / Non-Convertible Debentures on Private

Placement Basis In Favour of the Proposal ForThe Bank is growing up rapidly and it has several growth plans to be executed,

hence the Bank may need to raise additional funds.

To consider and adopt the Financial Statements In Favour of the Proposal For Financials don’t have any qualifications

To declare a dividend of Rs. 2.40/- per Equity Share of the Company

for the Financial Year ended March 31, 2016.In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Mr. Narendra Ostawal (DIN

06530414), who retires by rotation and being eligible, offers himself

for re-appointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

To ratify the appointment of Statutory Auditors. In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To ratify the appointment of Mr. Apul Nayyar (DIN 01738973) in his

capacity as Executive personnel. In Favour of the Proposal For Qualifications and prior experience of the candidate

To appoint Mr. Nihal Desai (DIN 03288923) in his capacity as Executive

personnelIn Favour of the Proposal For Qualifications and prior experience of the candidate

Increase in Borrowing Power In Favour of the Proposal ForThe business requirements of the Company is to grow at a fast pace, to enable an

active borrowing program and to access funds at most competitive rate.

Issue of Debentures In Favour of the Proposal ForCompany requires huge capital to fund the business and hence the resolution is

proposed.

Consent of the Company be and is hereby accorded to grant, offer and

issue options to subscribe up to 10 Lac Equity Shares of Rs. 10 eachIn Favour of the Proposal For

To motivate and incentivise employee by aligning their interest with the interest of

the organization in the future. The Company’s objectives will be largely

determined by the quality of its work force and their commitment to the Company

objectives.

To consider and approve 'C FL Employee Stock option Scheme 2016 '

for Employees of the Subsidiary(ies).In Favour of the Proposal For

To motivate and incentivise employee by aligning their interest with the interest of

the organization in the future. The Company’s objectives will be largely

determined by the quality of its work force and their commitment to the Company

objectives.

To receive, consider and adopt the Bank’s Audited Balance Sheet as at

31st March, 2016 and the Profit & Loss Account.In Favour of the Proposal For Financials don’t have any qualifications

To declare dividend. In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To ratify the appointment of Auditors. In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Appointment of Director In Favour of the Proposal For Qualifications and prior experience of the candidate

Approval to authorise BOD to arrange for the audit of the Bank’s

branches for the financial year 2016 – 17 and to appoint and fix the

remuneration of branch auditors in consultation with the Central

Statutory Auditors for the purpose.

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To increase FII's and FPI's. In Favour of the Proposal For

The root cause for the various problem faced by banks is low capital base. As

FDI/FPI is a non-debt inflow, increase in such limits will directly solve the various

problems.

July-Sept 5-Jul-16 Capital First Limited AGM Management

July-Sept 8-Jul-16The South Indian Bank

LimitedAGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

To raise funds. In Favour of the Proposal For

In order to provide the necessary flexibility of structuring the borrowings of the

Bank in the optimal manner depending on the prevailing market conditions, it is

proposed to borrow and raise by issue of Non-Convertible Debentures / Bonds

(“NCDs”) of Rs.500 crore on private placement basis, as may be appropriate and

as specified in the approvals, from both domestic and International markets

To receive, consider and adopt the Audited Financial

Statements of the Company for the year ended 31st March 2016.In Favour of the Proposal For Financials don’t have any qualifications

To confirm the interim dividend paid on the equity shares

for the year ended 31st March 2016.In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Mr. Mannalal B. Agrawal

(DIN 00073828) who retires by rotation and being

eligible, offers himself for re-appointment.In Favour of the Proposal For Qualifications and prior experience of the candidate

To appoint a Director in place of Mr. Purushottam B.

Agrawal (DIN 00073680), who retires by rotation and

being eligible, offers himself for re-appointment.In Favour of the Proposal For Qualifications and prior experience of the candidate

M/s. Kapoor & Parekh Associates, Chartered Accountants (Registration

No. ICAI FRN 104803W) be and are hereby appointed as Auditors of

the Company, to hold office from the conclusion of this AGM till the

conclusion of the

next AGM.

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

M/s.Sevekari Khare & Associates, Cost Accountants, for audit

of cost records of the company’s manufacturing plant

situated at Paithan, Chikalthana, Chitegaon & products

manufactured in Active Pharmaceutical Ingredient plant

at Waluj all located in Aurangabad, Maharashtra for the

financial year ending 31 March 2017, be and is hereby

ratified and confirmed.

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Consent of the members be and is hereby accorded to authorize BOD

of the company to issue 2 Bonus Shares of Re. 1 as fully paid up in the

ratio of 2 : 5.

In Favour of the Proposal For

Bonus issues are always welcome by the shareholders. It reduces the Market price

of the share thereby making new investors to enter into the market. Bonus issue

creates a very good image in the market thereby resulting in increase in the value

of the shares.

The Memorandum of Association of the company be and is hereby

altered by substituting in Clause 5 of the MOA, for increase in

authorized share capital.

In Favour of the Proposal For

Leading to changes in authorized share capital, further changes are to be made

under Clause 5 of Memorandum of Association and Article 3 of Article of

Association.

The Articles of Association of the company be and are hereby altered

by substituting in Article 3 of the company’s Article of Association, for

increase in authorized share capital.

In Favour of the Proposal For

Leading to changes in authorized share capital, further changes are to be made

under Clause 5 of Memorandum of Association and Article 3 of Article of

Association.

Consent of the members required as authorized share capital of the

company be increased from Rs. 75 crore divided into 75 crores equity

shares of Re. 1 each to Rs. 110 crores into 110 crore equity shares of

Re.1 each by creation of 35 crore equity shares of Re.1 each.

In Favour of the Proposal For

Leading to changes in authorized share capital, further changes are to be made

under Clause 5 of Memorandum of Association and Article 3 of Article of

Association.

To receive, consider and adopt the financial statements for the

financial year ended March 31, 2016 together with the Reports of the

Directors and the Auditors

In Favour of the Proposal For Financials don’t have any qualifications

To declare dividend on preference shares. In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To declare dividend on equity shares. In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

July-Sept 10-Jul-16 Berger Paints Limited PB Management

July-Sept 5-Jul-16 Ajanta Pharma Limited AGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

To appoint a director in place of Mr. Rajiv Sabharwal (DIN: 00057333),

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

appointment.In Favour of the Proposal For Qualifications and prior experience of the candidate

To appoint a director in place of Mr. N. S. Kannan (DIN: 00066009),

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

appointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

Appointment of Statutory Auditors. In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Appointment of Branch Auditors and fixing their remuneration. In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Appointment of Director In Favour of the Proposal For Qualifications and prior experience of the candidate

Appointment of Whole time Director In Favour of the Proposal For Qualifications and prior experience of the candidate

Appointment of Non Executive Director. In Favour of the Proposal For

This will enable banks to attract and retain professional directors. Their

knowledge and expertise can be used for business growth and to generate more

revenue for the bank.

Issue of non convertible securities including but not limited to bonds

and non-convertible debentures upto Rs 25,000 crore on private

placement basis.

In Favour of the Proposal For

Reduction in the requirement of borrowings is a good sign that the bank is less

relying on outside funds for its functioning and for exploring new business

opportunities.

July-Sept 14-Jul-16 Bank of India AGM Management

To discuss, approve and adopt the Audited Balance Sheet as at 31st

March 2016,Profit and loss Account of the Bank for the year ended

31st March 2016.

In Favour of the Proposal For

In order to give effect to the recommendation of Bonus shares, it is proposed to

increase the share capital of the Company from Rs. 1000,00,00,000 Crores to Rs.

2000,00,00,000 crores.

To receive, consider, approveand adopt the Audited Financial

Statements of the Company for the financial year ended March 31,

2016

In Favour of the Proposal For Financials don’t have any qualifications

To declare dividend for the year ended March 31, 2016 amounting to

Re.1/- per ShareIn Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

Appointment of Director In Favour of the Proposal For Qualifications and prior experience of the candidate

Appointment of Statutory Auditors. In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To receive, consider, approveand adopt the Audited Financial

Statements of the Company for the financial year ended March 31,

2016

In Favour of the Proposal For Financials don’t have any qualifications

To confirm the interim dividend already paid and declare

final dividend on equity shares for the financial year

ended 31st March, 2016.

In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

Appointment of Director. In Favour of the Proposal For Qualifications and prior experience of the candidate

Appointment of Director. In Favour of the Proposal For Qualifications and prior experience of the candidate

Appointment of Statutory Auditors In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Approval for Cost Auditors appointed by the Board of Directors of the

Company, to conduct the audit of the cost records of the Company for

the financial year

ending March 31, 2017

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Approval of the Members be and is hereby accorded to the “Havells

Employees Stock Purchase Scheme 2016” (“ESPS 2016”)In Favour of the Proposal For

One can observe the following advantages of ESOPs:

• Sense of Ownership and Belongingness amongst the Employees

• Lower Attrition Rates

• Boosted Morale of Employees

• Greater Effort on the Part of Employees

• More Equitable Distribution of Profits on risk and reward basis.

July-Sept 13-Jul-16 eClerx Services Limited AGM Management

July-Sept 11-Jul-16 ICICI Bank AGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Consent of the members be and is hereby accorded to authorize

Havells Employees Welfare Trust or any other trust that may be set up

by the Company (“Trust”) to acquire by way of subscription, shares of

the Company and/ or to appropriate and allocate any subsisting

shares already available with the Trust towards ESPS 2016.

In Favour of the Proposal For Trust requires funds to subscribe and / or hold shares for the ESPS - 2016.

Further, for the above purpose consent of the members is accorded to

the provision of money by the Company to the Trust for the purposes

of subscribing to and/ or hold the shares of the Company for ESPS-

2016.

In Favour of the Proposal For Trust requires funds to subscribe and / or hold shares for the ESPS - 2016.

Consent of the members be and is hereby accorded for re-

appointment of Shri Avinash Parkash Gandhi (DIN 00161107), as

independent director of the company for a second term.

In Favour of the Proposal For Qualifications and prior experience of the candidate

Consent of the members be and is hereby accorded for re-

appointment of Shri Vijay Kumar Chopra (DIN 02103940), as

independent director of the company for a second term.

In Favour of the Proposal For Qualifications and prior experience of the candidate

Consent of the members be and is hereby accorded for re-

appointment of Shri Sunil Baheri Mathur (DIN 00013239), as

independent director of the company for a second term.

In Favour of the Proposal For Qualifications and prior experience of the candidate

Consent of the members be and is hereby accorded for re-

appointment of Shri Surender Kumar Tuteja (DIN 00594076), as

independent director of the company for a second term.

In Favour of the Proposal For Qualifications and prior experience of the candidate

Consent of the members be and is hereby accorded for re-

appointment of Adarsh Kishore (DIN 02902810), as independent

director of the company for a second term. In Favour of the Proposal For Qualifications and prior experience of the candidate

A sum not exceeding 1% of the net profits of the Company per annum,

be paid and distributed amongst the Directors of the Company or

some or any of them (other than the Managing Director and Whole-

time Directors) as commission.

In Favour of the Proposal ForIn order to remunerate the directors for their duties on the Board and for the

counsel and advice provided by them

July-Sept 14-Jul-16 ACC Limited PB ManagementApproval for appointment and terms of remuneration of Mr. Harish

Badami, Chief Executive Officer and Managing Director.In Favour of the Proposal For Qualifications and prior experience of the candidate

July-Sept 14-Jul-16Himadri Chemicals and

Industries LimitedPB Management

Consent of the members of the Company be and is hereby accorded

for changing the name of the Company from Himadri Chemicals &

Industries Limited to Himadri Speciality Chemical Ltd.

In Favour of the Proposal ForTo reflect its true nature of product and business activities, further with a view to

make it familiar amongst all

To receive, consider and adopt the Audited Financial Statements

(including Consolidated Financial Statements) for the financial year

ended March 31, 2016 and the Reports of the Directors and Auditors

thereon.

In Favour of the Proposal For Financials don’t have any qualifications

To appoint a Director in place of Dr. Nicholas Bodo Blazquez

(DIN: 06995779), who retires by rotation and being eligible, o ffers

himself for re-appointment

In Favour of the Proposal For Qualifications and prior experience of the candidate

Appointment of Price Waterhouse & Co Chartered Accountants LLP

(FRN304026E/ E-300009) as Auditors of the Company in place of M/s.

BSR & Co. LLP

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Appointment of Mr. Vinod Rao (DIN:01788921) as a

Director and liable to retire by rotationIn Favour of the Proposal For Qualifications and prior experience of the candidate

Shareholders approval is required to the Report of the Board of

Directors on erosion of more than fifty percent of the Company’s peak

net worth during the immediately preceding four financial years by its

accumulated losses as on

March 31, 2016.

In Favour of the Proposal For

As per the audited annual accounts of the Company for the financial year ended

March 31, 2016, the accumulated losses of the Company is about 71% of its peak

net worth during the 4 Financial years and hence As per SICA, the company has to

report such fact to BIFR.

July-Sept 13-Jul-16 Havells India Limited AGM Management

July-Sept 14-Jul-16 United Spirits Limited AGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Consent of the members be and is hereby accorded to divest the 1000

MW Power Plant of the Subsidiary Company viz. Jindal Power Limited

to JSW Energy Limited, a related party through a process of scheme or

other mechanisms including transfer through special purpose vehicle

(SPV).

In Favour of the Proposal Abstain Related party transaction

Consent of the members be and is hereby accorded to transfer the

following plants of the Company together with all rights, title, interest,

contracts, liabilities, consents and licenses in the plants, (collectively,

the “Undertakings”) on a going concern basis to Jindal Power Limited

a) Entire Plant & Machinery of 810 MW (6 x 135 MW) captive power

plant located at Angul, Odisha; and

b) Entire Plant & Machinery of 110MW (2 x 55 MW) captive power

plant located at Raigarh, Chhattisgarh

In Favour of the Proposal ForThis will help in obtaining operational economies, consolidating and effectively

managing power business and maximizing the value of business at JPL level.

The consent of the Members of the Company be and is hereby

accorded to shift the Registered Office of the Company from the State

of Haryana to the State of Chhattisgarh.

In Favour of the Proposal ForThe main objective of company proposing this resolution is to reduce the legal and

administrative charges.

To Consider and adopt the Audited Financial Statements of the

Company (including consolidated financial statements) of the

Company for the financial year ended March 31, 2016, together with

the Reports of the Directors and Auditors thereon

In Favour of the Proposal For

The proposed resolution is to inform and make aware the shareholders about the

financial position of the company, their current business affairs and whether it is

functioning in a manner beneficial to the shareholders.

To Confirm interim dividend paid during the year 2015-16 and

declaration of final dividend for2015-16 on equity sharesIn Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To Re-appoint Mr Rishad A Premji (DIN 02983899), Director who

retires by rotationIn Favour of the Proposal For Qualifications and prior experience of the candidate

To Re-appoint M/s BSR & Co. LLP, Chartered Accountants, as Auditors In Favour of the Proposal For No instances of conflicts of interest are brought to the notice of shareholders.

To appoint Dr. Patrick J Ennis (DIN: 07463299) as an Independent

Director of the CompanyIn Favour of the Proposal For Qualifications and prior experience of the candidate

To appoint Mr. Patrick Dupuis (DIN: 07480046) as an Independent

Director of the CompanyIn Favour of the Proposal For Qualifications and prior experience of the candidate

To appoint Mr N Vaghul (DIN 00002014) as an Independent Director of

the CompanyIn Favour of the Proposal For Qualifications and prior experience of the candidate

To Re-appoint Dr Ashok S Ganguly (DIN 00010812) as an Independent

Director of the CompanyIn Favour of the Proposal For Qualifications and prior experience of the candidate

To Re-appoint Mr M K Sharma (DIN 00327684), as an Independent

Director of the CompanyIn Favour of the Proposal For Qualifications and prior experience of the candidate

To Re-appoint Mr. T K Kurien (DIN: 03009368) as an Executive Director

of the CompanyIn Favour of the Proposal For Qualifications and prior experience of the candidate

To appoint Mr. Abidali Z. Neemuchwala (DIN: 02478060) as an

Executive Director of the CompanyIn Favour of the Proposal For Qualifications and prior experience of the candidate

To revise the remuneration to Mr Rishad A Premji (DIN 02983899) as

an Executive Director and Chief Strategy Officer of the CompanyIn Favour of the Proposal For

Keeping in view the enhanced role, responsibilities and duties of directors, it is

considered appropriate that the remuneration payable to the Executive Directors

should be commensurate with their increased role, responsibilities and duties.

To receive, consider and adopt the Audited Financial

Statements of the Company for the financial year

ended March 31, 2016 together with the Reports of the

Board of Directors and Auditors thereon

In Favour of the Proposal For Financials don’t have any qualifications

To declare a final dividend of Rs. 35/- per Equity Share

for the financial year ended March 31, 2016 .In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

July-Sept 18-Jul-16 Wipro Limited AGM Management

July-Sept 15-Jul-16Jindal Steel & Power

LimitedPB Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

To appoint a Director in place of Mr Munir Shaikh

(DIN : 00096273), who retires by rotation, and being

eligible, offers himself for re-appointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

To appoint a Director in place of Ms Nancy Berce

(DIN : 07190005), who retires by rotation, and being

eligible, offers herself for re-appointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

Ratification of appointment of S R B C & CO LLP, as

Statutory Auditors and to fix their remunerationIn Favour of the Proposal For

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Ratification of remuneration payable to M/s N I

Mehta & Co., Cost Auditors for the financial year

2016-17

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Appointment of Mr Kaiyomarz Marfatia as a

Director, liable to retire by rotationIn Favour of the Proposal For Qualifications and prior experience of the candidate

Consent of members be and is hereby accorded for re-appointment of

Mr. R. A. Shah as an Independent Director of the Company effective

October 28, 2015 for a term upto March 31, 2019 and is not liable to

retire by rotation.

In Favour of the Proposal For Qualifications and prior experience of the candidate

To receive, consider and adopt the Audited Financial Statements

(including Audited Consolidated Financial Statements) for the financial

year ended 31st March, 2016 and the Reports of Directors’ and

Auditors’ thereon.

In Favour of the Proposal For

The proposed resolution is to inform and make aware the shareholders about the

financial position of the company, their current business affairs and whether it is

functioning in a manner beneficial to the shareholders.

To declare dividend on equity shares for the year ended 31st March,

2016.In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Mrs. Rajashree Birla (DIN: 00022995),

who retires by rotation and, being eligible, offers herself for re-

appointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

The appointment of BSR & Co. LLP, Chartered Accountants, Mumbai as

one of the Joint Statutory Auditor of the Company, to hold office from

the conclusion of this AGM until the conclusion of the next AGM

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

M/s. Khimji Kunverji & Co., Chartered Accountants,

Mumbai (Registration No.: 105146W) be and is

hereby appointed as one of the Joint Statutory Auditor of the

Company in place of M/s. G. P. Kapadia & Co., Chartered Accountants,

Mumbai the retiring Joint Statutory Auditor

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

The Cost Auditors viz. M/s. N. I. Mehta & Co., Cost Accountants,

Mumbai and M/s. N. D. Birla & Co., Cost Accountants, Ahmedabad

appointed by the Board of Directors of the Company to conduct the

audit of the cost records of the Company for the financial year ending

31st March, 2017.

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Mr. Krishna Kishore Maheshwari (DIN: 00017572), who was appointed

as an Additional Director by the Board of Directors of the Company

and who holds office as such up to the date of this Annual General

Meeting be and is hereby appointed as a Director of the Company.”

In Favour of the Proposal For Qualifications and prior experience of the candidate

The appointment of Mr. Krishna Kishore Maheshwari (DIN: 00017572)

as the Managing Director of the Company for the period and upon the

following terms and conditions including remuneration with further

liberty to the Board of Directors of the Company.

In Favour of the Proposal For Qualifications and prior experience of the candidate

July-Sept 18-Jul-16 Abbott India Limited AGM Management

Ultratech Cement

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Mrs. Alka Marezban Bharucha (DIN: 00114067), who was appointed

as an Additional Director of the Company be

and is hereby appointed as an Independent Director of the

Company to hold office for a term upto five consecutive

years commencing from 9th June, 2016.

In Favour of the Proposal For Qualifications and prior experience of the candidate

Mr. Atul Satish Daga (DIN: 06416619) who was appointed as an

Additional Director by the Board of Directors of the Company and who

holds office as such up to the date of this Annual General Meeting be

and is hereby appointed as a Director of the Company.

In Favour of the Proposal For Qualifications and prior experience of the candidate

The appointment of Mr. Atul Satish Daga (DIN: 06416619) as the

Whole-time Director and Chief Financial Officer of the Company for

the period and upon the following terms and conditions including

remuneration with further liberty to the Board of Directors of the

Company

In Favour of the Proposal For Qualifications and prior experience of the candidate

Consent of the Members be and is hereby accorded to offer or issue

Redeemable Non-Convertible Debentures (NCDs), secured or

unsecured aggregating up to an amount not exceeding Rs. 9,000 crore

on a private placement basis.

In Favour of the Proposal ForIf the funds are utilized in a manner which generates higher profits it will increase

shareholders return.

Approval be and is hereby accorded for creation of charge, on all or

any of the asset of the company in favour of borrowings or NCDs etc. In Favour of the Proposal ForIf the funds are utilized in a manner which generates higher profits it will increase

shareholders return.

Consent of the Members be and is hereby accorded to borrow any

sum or sums of money, for the purpose of the business of the

Company, from various sources, not exceeding Rs. 6000 crore.

In Favour of the Proposal For

Company is proposing this resolution to raise funds to meet its business

requirements and growth plans and for which there is a need for creation of

charge on movable and immovable properties of the company

Consent of the Company be and is hereby accorded to permit

Registered Foreign Portfolio Investors (“RFPIs”) and the existing

Foreign Institutional Investors (“FIIs”) including their sub-accounts to

acquire and hold on their own account and on behalf of each of their

sub-accounts, equity shares of the Company upto an aggregate limit of

30% of the paid-up equity share capital of the Company.

In Favour of the Proposal For

The existing RFPI shareholding is 19.35%. To make more space for RFPIs to invest

in the equity share capital of the Company, it is proposed to increase the RFPIs

investment limit up to 30% of its total paid-up equity share capital. This will enable

the company to bring in additional funds for business purposes and growth plan

To receive, consider, approve and adopt the Audited Financial

Statements and Audited Consolidated Financial Statements of the

Company for the financial year ended March 31, 2016 together with

reports of the Directors and Auditors thereon.

In Favour of the Proposal For Financials don’t have any qualifications

To confirm the payment of the first interim dicidend of 30%,second

interim dividend of 40%, third interim dividend of 40% and fourth

interim dividend of 20% aggregating to Rs.13/- per equity of Rs.10/-

each and already paid and to approve a final dividend of 30%

aggregating to Rs.3/- per equity share of Rs.10/- each, for the financial

year 2015-16.

In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Mr V. G. Siddhartha

(DIN : 00063987), who retires by rotation, and being

eligible, offers himself for re-appointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

To ratify the appointment of M/s. Deloitte Haskins & Sells, Chartered

Accountants as the Auditors of the Company to hold office from the

conclusion of Seventeenth Annual General Meeting upto the

conclusion of the eighteeth Annual General meeting.

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

July-Sept 19-Jul-16Ultratech Cement

LimitedAGM Management

July-Sept 19-Jul-16 Mindtree Limited AGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Consent of the Shareholders of the Company be and are hereby

required for approval and adoption in substitution and to the entire

exclusion of the regulations contained in the existing Articles of

Association of the Company.

In Favour of the Proposal For In compliance with Companies Act, 2013

To appoint Mr. Milind Sarwate (DIN 00109854) as Independent

DirectorIn Favour of the Proposal For Qualifications and prior experience of the candidate

To receive, consider and adopt the audited Financial statements

(including audited consolidated Fnancial statements) for the financial

year ended 31st March, 2016 and the Reports of the Directors and the

Auditors thereon.

In Favour of the Proposal For Financials don’t have any qualifications

To confirm the payment of Interim Dividend and declare Final

Dividend on equity shares for the Financial Year ended 31st March,

2016.

In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Mr. A. K.Mukherjee

(having DIN 00131626) who retires by rotation and, being eligible,

offers himself for re-appointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

To appoint a Director in place of Mr. Nadeem Kazim (having DIN

03152081) who retires by rotation and, being eligible, offers himself

for re-appointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

Appointment of M/s S. R. Batliboi & Co. LLP, Chartered Accountants

(Registration No. 301003E), be and is hereby appointed as Auditors of

the Company to hold once from the conclusion of this Annual General

Meeting till the conclusion

of the next Annual General Meeting at remuneration to be fixed by the

Board of Directors of the Company.”

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Approval for remuneration of Rs. 9,00,000/-

(Rupees Nine Lakhs only) plus out of pocket expenses and applicable

taxes, payable to M/s Shome & Banerjee, Cost Accountants

(Registration No. 000001), for audit of the cost records of the products

manufactured by the Company for the year ending 31st March, 2017

as approved by the Board of Directors, be and is hereby ratiRed.”

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Mr. Nawshir H. Mirza (holding DIN 00044816), who was appointed as

an Additional Director under Section 161(1) of the Companies Act,

2013 with e]ect from 28th October, 2015 and in respect of whom the

Company has received a notice in writing from a member proposing

his candidature for the office of Director, be and is hereby appointed

as an Independent Director

In Favour of the Proposal For Qualifications and prior experience of the candidate

Mr. Gautam Chatterjee (holding DIN 00012306)

be and is hereby appointed as the Managing Director and Chief

Executive Oecer of the Company for a period of 3 (three) years with

e]ect from 1st May, 2016 upto 30th April, 2019 on such remuneration

and terms and conditions

In Favour of the Proposal For Qualifications and prior experience of the candidate

Mr. Arun Mittal (holding DIN 00412767), who was appointed as an

Additional Director of the Company with effect from 1st May, 2016 by

the Board of Directors of the Company pursuant to Section 161(1) of

the Companies Act, 2013 and Article 118 of the Articles of Association

of the Company and in respect of whom the Company has received a

notice in writing from a member proposing his candidature for the

oUce of Director, be and is hereby appointed as a Director of the

Company.

In Favour of the Proposal For Qualifications and prior experience of the candidate

July-Sept 19-Jul-16 Exide Industries Limited AGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Consent of the Company be and is hereby accorded for payment of

remuneration by way of commission of upto 1% of the net proEts of

the Company to the Non Executive Directors of the Company,

provided that such total amount of commission payable in any

Financial year shall not exceed Rs.1,50,00,000/-.

In Favour of the Proposal For

The Company will immensely benefit from their advice so to compensate for the

demands on their time, their operational and functional expertise and the

contributions made by them

To appoint a Director in place of Mr. Paresh D. Patel [DIN: 01689226],

who retires by rotation at this Annual General Meeting and, being

eligible, offered himself for re-appointmentIn Favour of the Proposal For Qualifications and prior experience of the candidate

To ratify the appointment of S. R. Batliboi & Co. LLP, Chartered

Accountants (ICAI Firm’s Registration No. 301003E) as the Statutory

Auditors of the Company, to hold office from the conclusion of this

13th AGM until the conclusion of the 14th AGM of the Company.

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To appoint Mr. Rajender Mohan Malla (DIN: 00136657) as an

Independent DirectorIn Favour of the Proposal For Qualifications and prior experience of the candidate

To approve revision in the remuneration payable to Mr. M.

Ramachandra Rao (DIN: 03276291), Managing Director & CEO of the

Company

In Favour of the Proposal For Qualifications and prior experience of the candidate

Consent of the Company be and is hereby accorded to the Board to

create, offer, issue and allot with or without a green shoe option,

securities to any eligible investors of an aggregate amount up to Rs.

750 crore.

In Favour of the Proposal ForTo capitalize on various opportunities for the further growth of the business and

to meet capital adequacy

The Authorized Share Capital of the Company be and is hereby

increased from the existing Rs.155 Crore divided into 14.20 Lakh

Equity Shares of Rs.10/- each, and 1.30 Crore preference shares of Rs.

10/- each, to Rs. 170 Crore divided into 15.70 Lakh Equity Shares of

Rs.10/- each, and 1.30 Crore preference shares of Rs. 10/- each

In Favour of the Proposal ForThe Company proposes to raise capital (as per resolution 6) by issuing securities

which would require increase the Company’s Authorized Share Capital

To receive, consider and adopt the Audited Financial Statements

(including Audited Consolidated Financial Statements) for the financial

year ended 31st March, 2016 and the Reports of Directors’ and

Auditors’ thereon.

In Favour of the Proposal For

The proposed resolution is to inform and make aware the shareholders about the

financial position of the company, their current business affairs and whether it is

functioning in a manner beneficial to the shareholders.

To declare dividend on equity shares for the year ended 31st March,

2016.In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Mrs. Rajashree Birla (DIN: 00022995),

who retires by rotation and, being eligible, offers herself for re-

appointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

The appointment of BSR & Co. LLP, Chartered Accountants, Mumbai as

one of the Joint Statutory Auditor of the Company, to hold office from

the conclusion of this AGM until the conclusion of the next AGM

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

M/s. Khimji Kunverji & Co., Chartered Accountants,

Mumbai (Registration No.: 105146W) be and is

hereby appointed as one of the Joint Statutory Auditor of the

Company in place of M/s. G. P. Kapadia & Co., Chartered Accountants,

Mumbai the retiring Joint Statutory Auditor

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

July-Sept 21-Jul-16Bharat Financial

Inclusion LimitedAGM Management

To receive, consider and adopt the financial statements of the

Company for the financial year ended March 31, 2016 together with

the Reports of the Directors and Auditors thereon

In Favour of the Proposal For Financials don’t have any qualifications

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

The Cost Auditors viz. M/s. N. I. Mehta & Co., Cost Accountants,

Mumbai and M/s. N. D. Birla & Co., Cost Accountants, Ahmedabad

appointed by the Board of Directors of the Company to conduct the

audit of the cost records of the Company for the financial year ending

31st March, 2017.

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Mr. Krishna Kishore Maheshwari (DIN: 00017572), who was appointed

as an Additional Director by the Board of Directors of the Company

and who holds office as such up to the date of this Annual General

Meeting be and is hereby appointed as a Director of the Company.”

In Favour of the Proposal For Qualifications and prior experience of the candidate

The appointment of Mr. Krishna Kishore Maheshwari (DIN: 00017572)

as the Managing Director of the Company for the period and upon the

following terms and conditions including remuneration with further

liberty to the Board of Directors of the Company.

In Favour of the Proposal For Qualifications and prior experience of the candidate

Mrs. Alka Marezban Bharucha (DIN: 00114067), who was appointed

as an Additional Director of the Company be

and is hereby appointed as an Independent Director of the

Company to hold office for a term upto five consecutive

years commencing from 9th June, 2016.

In Favour of the Proposal For Qualifications and prior experience of the candidate

Mr. Atul Satish Daga (DIN: 06416619) who was appointed as an

Additional Director by the Board of Directors of the Company and who

holds office as such up to the date of this Annual General Meeting be

and is hereby appointed as a Director of the Company.

In Favour of the Proposal For Qualifications and prior experience of the candidate

The appointment of Mr. Atul Satish Daga (DIN: 06416619) as the

Whole-time Director and Chief Financial Officer of the Company for

the period and upon the following terms and conditions including

remuneration with further liberty to the Board of Directors of the

Company

In Favour of the Proposal For Qualifications and prior experience of the candidate

Consent of the Members be and is hereby accorded to offer or issue

Redeemable Non-Convertible Debentures (NCDs), secured or

unsecured aggregating up to an amount not exceeding Rs. 9,000 crore

on a private placement basis.

In Favour of the Proposal ForIf the funds are utilized in a manner which generates higher profits it will increase

shareholders return.

Consent of the Members be and is hereby accorded to borrow any

sum or sums of money, for the purpose of the business of the

Company, from various sources, not exceeding Rs. 6000 crore

Further approval be and is hereby accorded for creation of charge, on

all or any of the asset of the company in favour of borrowings or NCDs

etc.

In Favour of the Proposal For

Company is proposing this resolution to raise funds to meet its business

requirements and growth plans and for which there is a need for creation of

charge on movable and immovable properties of the company

Consent of the Company be and is hereby accorded to permit

Registered Foreign Portfolio Investors (“RFPIs”) and the existing

Foreign Institutional Investors (“FIIs”) including their sub-accounts to

acquire and hold on their own account and on behalf of each of their

sub-accounts, equity shares of the Company upto an aggregate limit of

30% of the paid-up equity share capital of the Company.

In Favour of the Proposal For

The existing RFPI shareholding is 19.35%. To make more space for RFPIs to invest

in the equity share capital of the Company, it is proposed to increase the RFPIs

investment limit up to 30% of its total paid-up equity share capital. This will enable

the company to bring in additional funds for business purposes and growth plan

July-Sept 19-Jul-16ULTRATECH CEMENT

LIMITEDAGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

To receive, consider and adopt the audited Financial statements of the

Company for the Financial year ended31st March, 2016, the reports of

the Board of Directors and Auditors thereon and the audited

consolidated Financial statements of the Company for the T nancial

year ended 31st March, 2016 and the report of Auditors thereon.

In Favour of the Proposal For Financials don’t have any qualifications

To confirm the interim dividend already paid and declare final

dividend on equity shares for the financial year ended 31st March,

2016.

In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Dr. Anand C Burman (DIN 00056216)

who retires by rotation and being eligible offers himself for re-

appointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

To appoint a Director in place of Mr. Pritam Das Narang (DIN

00021581) who retires by rotation and being eligible offers himself for

re-appointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

To appoint M/s G. Basu & Co., Chartered Accountants (Firm

Registration No. 301174E) as Statutory Auditors of the Company to

hold o^ ce from the conclusion of this AGM until the conclusion of the

next AGM of the Company and to offer their remuneration.

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Approval for remuneration payable to M/s Ramanath Iyer & Co., Cost

Accountants having Firm Registration No. 000019 appointed by the

Board of Directors of the Company as Cost Auditors to conduct the

audit of the cost records of the Company for the Financial year 2015-

16.

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

a) The Audited Standalone Financial Statements of the Company for

the Financial Year ended March 31, 2016 and the Reports of the Board

of Directors and Joint Statutory Auditors thereon.

(b) the Audited Consolidated Financial Statements for the Financial

Year ended March 31, 2016, together with the Report of Joint

Statutory Auditors thereon.

In Favour of the Proposal For Financials don’t have any qualifications

To confirm the payment of First and Second Interim

Dividends and to declare the Final Dividend on Equity Shares for the

Financial Year ended March 31, 2016.

In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Mr. Dheeraj Wadhawan

(DIN:00096026) who retires by rotation at this Annual General

Meeting and being eligible, offers himself for re-appointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

Appointment of M/s. Chaturvedi & Shah,, Chartered Accountants,who

has offered themselves for re-appointment and have confirmed their

eligibility to be appointed as Auditors.

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To appoint Dr. Rajiv Kumar (DIN: 02385076) as a

Director of the Company and as an Independent

Director

In Favour of the Proposal For Qualifications and prior experience of the candidate

Issue of Debentures In Favour of the Proposal For

to meet the long term finance and assists in general corporate purposes. If the

funds are utilized in a manner which generates higher profits it will increase

shareholders return.

To receive, consider and adopt the Audited Financial Statements of

the Bank for the financial year ended March 31, 2016 together with

the Reports of the Board of Directors and Auditors thereon

In Favour of the Proposal For

To inform and make aware the shareholders about the financial position of the

company, their current business affairs and whether it is functioning in a manner

beneficial to the shareholders.

To declare a dividend on equity shares In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

July-Sept 19-Jul-16 DABUR INDIA LIMITED AGM Management

July-Sept 20-Jul-16Dewan Housing Finance

Corporation LimitedAGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

To appoint a Director in place of Mr Keki Mistry

(DIN : 00008886), who retires by rotation, and being eligible, offers

himself for re-appointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

To appoint a Director in place of Mrs Renu Karnad (DIN : 00008064),

who retires by rotation, and being eligible, offers herself for re-

appointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

Re-appointment of M/s Deloitte Haskins & Sells, Chartered

Accountants,who has offered themselves for re-appointment and have

confirmed their eligibility to be appointed as Auditors.

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To Appoint Mr. Umesh Chandra Sarangi (DIN 02040436) as an

Independent Director.In Favour of the Proposal For Qualifications and prior experience of the candidate

To ratify and approve the related party transactions with Housing

Development Finance Corporation LimitedIn Favour of the Proposal Abstain Related Party Transaction

To ratify and approve the related party transactions with HDB

Financial Services LimitedIn Favour of the Proposal Abstain Related Party Transaction

To revise the term of appointment of Mr,Paresh Sukthankar(DIN

01843099) Deputy Managing Director In Favour of the Proposal For Qualifications and prior experience of the candidate

To approve the remuneration of non-executive directors including

independent director except for part time Chairman.In Favour of the Proposal For

Keeping in view the enhanced role, responsibility and duties of directors, it is

appropriate that the remuneration payable to the NED by the bank should be

increased with the increase in their responsibilities.

To increase the authorised Share Capital In Favour of the Proposal For

In order to meet its growth objectives and to strengthen its financial position, may

be required to generate long term resources by issuing securities. It is therefore

deemed appropriate to increase the authorized share capital to Rs. 650 crore

Approval of the members is hereby accorded for substitution of

existing Clause 5 of MoA as follows:

The Share Capital of the Company is Rs.650 crore divided into 325

crore equity shares of Rs.2 each with a power to increase or reduce

the share capital

In Favour of the Proposal ForClause 5 of Memorandum of Association is required to be altered to give effect to

the change in authorized share capital

Approval of the members of the Bank be and is hereby accorded to

the BOD of the Bank, for borrowing/ raising funds in Indian currency

by issue of Perpetual Debt Instruments, Tier II Capital Bonds and

Senior Long Term Infrastructure Bonds in domestic market on a

private placement basis not exceeding Rs.50,000.

In Favour of the Proposal For

RBI had issued guidelines for financing of affordable housing and infrastructure,

Bank has passed this resolution as this guideline enables banks to raise funds that

will be used for financing affordable housing and infrastructure development.

Consent of the members be and is hereby accorded to the Board to

grant, offer, issue and allot, to eligible employees , 10 Crore equity

stock options, convertible into 10 crore equity shares of the nominal

face value not exceeding Rs. 2/ equity share ESOP.

In Favour of the Proposal For

One can observe the following advantages of ESOPs:

• Sense of Ownership and Belongingness amongst the Employees

• Lower Attrition Rates

• Boosted Morale of Employees

• Greater Effort on the Part of Employees

• More Equitable Distribution of Profits on risk and reward basis.

To receive, consider and adopt:

a) the Audited Standalone Financial Statements of the Company for

the financial year ended March 31, 2016, together with the Reports of

the Board of Directors and the Auditors thereon; and

b) the Audited Consolidated Financial Statements of the Company for

the financial year ended March 31, 2016 together with the Report of

Auditors thereon.

In Favour of the Proposal For

The proposed resolution is to inform and make aware the shareholders about the

financial position of the company, their current business affairs and whether it is

functioning in a manner beneficial to the shareholders.

To declare a dividend for the year ended March 31, 2016. In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Mr. A K Das (DIN : 00122913), who

retires by rotation in terms of Article 106 of the Articles of Association

of the Company and being eligible, offers himself for re-appointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

July-Sept 21-Jul-16 HDFC Bank Limited AGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Appointment of Messrs M S Krishnaswami & Rajan,

Chartered Accountants (Firm Registration No. 01554S) and Messrs

Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration

No. 117366W/W-100018), be and are hereby appointed as the Joint

Statutory Auditors of the Company.

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Appointment of Dr. Andrew C Palmer (DIN:02155231), who was

appointed as an Additional Director (Independent) of the Company by

the Board of Directors with effect from November 4, 2015 and who

holds office till the date of the Annual General Meeting.

In Favour of the Proposal For Qualifications and prior experience of the candidate

Approval of the members of the Company be and

is hereby accorded to the re-appointment of Mr. Vinod K Dasari, (DIN :

00345657) as the Chief Executive Officer and Managing Director of the

Company for a period of five years from April 1, 2016 to March 31,

2021.

In Favour of the Proposal For Qualifications and prior experience of the candidate

Ratification of Cost Auditors' remuneration for the financial year 2015-

16In Favour of the Proposal For

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Consent of the Company be and is hereby accorded for payment of a

sum not exceeding one percent per annum of the net profits of the

Company calculated in accordance with the provisions of Section 198

of the Act, in addition to the sitting fees for attending the meeting(s)

of the Board of Directors of the Company or any Committee thereof be

paid to the Non-Executive Directors of the Company.

In Favour of the Proposal For

Earlier, members had approved payment of commission for the period from 1st

April 2011 till 5 years As this approval was in force till Mar, 2016, renewal of the

same is sought by the company.The compensation payable to the NEDs of

companies should be adequate to attract independent professionals to take up

these positions.

Consent of the shareholders be and is hereby accorded to issue equity

shares or other securities to eligible investors up to 10,83,00,000

Equity Shares of Rs. 1/- each.

In Favour of the Proposal For For funding growth, expansion and working capital requirement.

Approval of the Members be and is hereby accorded to offer or invite

subscriptions for secured/unsecured redeemable non-convertible

debentures, aggregating upto Rs. 700 cr. on private placement basis.

In Favour of the Proposal For

The Company proposes this resolution for long-term resources for financing the

ongoing capital expenditure, long-term loan repayment and for general corporate

purposes. If the funds are utilized in a manner which generates higher profits it

will increase shareholders return.

Approval of the Company be and is hereby accorded to the

introduction and implementation of ‘Ashok Leyland Employee Stock

Option Plan 2016’ authorising the Board of Directors of the Company

to create, and grant not exceeding 42,68,815 Employee Stock Options

to eligible employees.

In Favour of the Proposal For

ESOPs provide advantages like aligning the interest of the managers with those of

the owners. It is a noncash compensation tool to compete for the best human

resources.

To consider and adopt the Financial Statements of the Company for

the financial year ended 31st March, 2016,

the Consolidated Financial Statements for the said financial year and

the Reports of the Board of Directors

and the Auditors

In Favour of the Proposal For

The proposed resolution is to inform and make the shareholders aware about the

financial position of the company, their current business affairs and whether it is

functioning in a manner beneficial to the shareholders.

To declare dividend for the financial year ended 31st March, 2016 In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Mr. Nakul Anand (DIN: 00022279)

who retires by rotation and, being eligible,

offers himself for re-election

In Favour of the Proposal For Qualifications and prior experience of the candidate

To appoint M/s. Deloitte Haskins & Sells, Chartered

Accountants (Registration No. 302009E., Chartered Accountants as

Statutory auditors of the Company and fix their remuneration.

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To consider and if thought fit, appointment of Mr. Sanjiv Puri

(DIN:00280529) as Whole time Director of the Company, liable to

retire by rotation.

In Favour of the Proposal For Qualifications and prior experience of the candidate

July-Sept 22-Jul-16 ITC Limited AGM Management

July-Sept 21-Jul-16 Ashok Leyland Limited AGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

To consider and if thought fit, appointment of Mr. Rajiv Tandon

(DIN:00042227) as Whole time Director of the Company, liable to

retire by rotation.

In Favour of the Proposal For Qualifications and prior experience of the candidate

To consider and if thought fit, appointment of Ms. Nirupama Rao

(DIN:06954879) as Independent Director of the Company, liable to

retire by rotation.

In Favour of the Proposal For Qualifications and prior experience of the candidate

To consider and if thought fit, appointment of Mr. Yogesh Deveshwar

(DIN:00044171) as Non-Executive Director of the Company, liable to

retire by rotation.

In Favour of the Proposal For Qualifications and prior experience of the candidate

Consent of the members be and is hereby accorded to fix the

remuneration payable to the Wholetime Directors of the Company.In Favour of the Proposal For No instances of conflicts of interest are brought to the notice of shareholders.

To fix the remuneration of Directors. In Favour of the Proposal For No instances of conflicts of interest are brought to the notice of shareholders.

To approve the remuneration of Mr. P. Raju Iyer, Cost Auditors. In Favour of the Proposal For No instances of conflicts of interest are brought to the notice of shareholders.

To approve the remuneration of Messrs. Shome & Banerjee Cost

Auditors.In Favour of the Proposal For No instances of conflicts of interest are brought to the notice of shareholders.

To receive, consider and adopt:

a. Audited Financial Statements, Reports of the Board of Directors and

Auditors thereon,

and

b. Audited Consolidated Financial Statements

In Favour of the Proposal For Financials don’t have any qualifications

To confirm the payment of the 1st Interim Dividend of Rs. 5 per share

and the 2nd Interim

Dividend of Rs. 3 per share for the financial year 2015-16

In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To ratify the appointment of M/s. Deloitte Haskins & Sells LLP,

Chartered Accountants

(Firm Registration No. 117365W/W-100018) as the Joint Statutory

Auditors of the Company

to hold office upto the conclusion of the 29th Annual General Meeting

to be held in the

calendar year 2019

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To ratify the appointment of M/s. Joshi Apte & Co., Chartered

Accountants (Firm Registration

No. 104370W), Pune as the Joint Statutory Auditors of the Company to

hold office upto the

conclusion of the 27th Annual General Meeting to be held in the

calendar year 2017

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To appoint a Director in place of Mr. Mritunjay Kumar Singh (DIN:

06864030), Executive

Director, who retires by rotation and has confirmed his eligibility and

willingness to accept

office, if re-appointed

In Favour of the Proposal For Qualifications and prior experience of the candidate

To appoint Mr. Thomas (Tom) Kendra (DIN: 07406678) as an

Independent Director of the

Company to hold office for 5 (Five) consecutive years i.e. up to January

21, 2021.

In Favour of the Proposal For Qualifications and prior experience of the candidate

To receive, consider and adopt the Audited Financial Statements of

the Bank as at March 31, 2016 together with the Reports of Directors

and Auditors thereon;

In Favour of the Proposal For Financials don’t have any qualifications

July-Sept 22-Jul-16 ITC Limited AGM Management

July-Sept 22-Jul-16Persistent Systems

LimitedAGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

To appoint Auditors:

(i) re-appoint Joint Statutory Auditor(s) of the Bank for the Financial

Year 2016-17 (ii) appoint/ re-

appoint Branch Statutory Auditor

for Bank’s DIFC, Dubai Branch for the Financial Year

2016-17.

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To Appoint Shri Gyan Prakash Joshi (DIN 00603925) as an Independent

Director and he is not liable to retire by rotation.In Favour of the Proposal For Qualifications and prior experience of the candidate

The appointment of Shri Kishor Piraji Kharat (DIN 07266945) as MD &

CEO.In Favour of the Proposal For Qualifications and prior experience of the candidate

The nomination of Shri Pankaj Jain (DIN 00675922), Joint Secretary,

Department of Financial Services, Govt. of India as Government

Nominee Director on the Board of IDBI Bank Ltd. in place of Ms.

Snehlata Shrivastava

In Favour of the Proposal For Qualifications and prior experience of the candidate

Consent of the members required for re-appointing Mr. S. Ravi as

Independent Director on the Board of the Bank, not liable to retire by

rotation. In Favour of the Proposal For Qualifications and prior experience of the candidate

Consent of the members required for re-appointing Mr. Ninad Karpe

as Independent Director on the Board of the Bank and is not liable to

retire by rotation.

In Favour of the Proposal For Qualifications and prior experience of the candidate

Consent of the shareholders of the Bank be and is hereby accorded to

the Board of Directors of the to offer, issue and allot such number of

equity shares of the face value of Rs. 10/- each and aggregating to not

more than Rs. 8000 crore.

In Favour of the Proposal For

The Bank is growing at a reasonable growth rate over the last many years. In order

to meet the growing requirement of funds for expanding the business by way of

long term resources and for general lending purposes,

Consent of Members of the Bank be and is hereby accorded to the

Board of Directors of the Bank for mobilisation in one or more

tranches up to Rs. 20,000 crore comprising of Senior / Infrastructure

Bonds, Basel III Compliant Tier II / Additional Tier I Bonds, by way of

Private Placement / Public Issue during the FY 2016-17 or during one

year.

In Favour of the Proposal For

Company plans to double the business volumes and reduce gross NPA level below

3 per cent. Business transformation is the motto irrespective of the government

taking move to reduce stake in the Bank.

Consent of the members of the Company is hereby accorded to

increase the Authorized share capital of the Bank from Rs 3000 crore

to Rs 4500 crore and consequential amendments to Clause 5 of the

MOA and Article 3 of the AOA of the Bank

In Favour of the Proposal For

the Company wants to increase its limit from Rs 3000 crore to Rs. 4500 crore; in

order to give sufficient room for increase in the paid-up share capital in future. So

the required changes need to be made to MoA and AoA

To consider and adopt the audited financial statements of the bank for

the year ended 31st march 2016, together with thw Reports of the

Directors and the Auditors thereon.

In Favour of the Proposal For Financials don’t have any qualifications

To declare dividend on equity shares. In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint S.R.Batliboi & Co.LLP, Chartered Accountants,Auditors of

the Bank and is hereby ratified to hold office from the conclusion of

the Thirty First Annual General Meeting until the conclusion of the

thirty second Annual general Meeting of the Bank and that their

remuneration be fixed by the Audit Committee of the Board of

Directors of the Bank.

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Mr. N.P. Sarda, who was appointed a the director of the bank with

effect from 1st April 2011 and who holds office up to this Annual

General Meetong retires by rotation and does not seek re-

appointment. The member of the Bank resolve that the vacancy

created pursuant to Mr. Sarda's retirement by rotation at this Annual

General Meeting be not filled.

In Favour of the Proposal ForMr.N.P.Sarda having crossed 70 years of age and is not offering himself for re-

appointment hence the vacancy remains unfilled

July-Sept 22-Jul-16 IDBI Bank Limited AGM Management

July-Sept 22-Jul-16Kotak Mahindra Bank

LimitedAGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Mr. C. Jayaram, (DIN:00012214) who was appointed as non-executive

non-independent director of the Bank with effect from 1st April 2011

abd who holds office up to this Annual General Meeting and in respect

of whom the Bank has recieved a notice from a member proposing his

candidate for the office of Director under section 160 of the

Companies Act, 2013.

In Favour of the Proposal For Qualifications and prior experience of the candidate

The approval of the members of the Bank be and is hereby accorded

for the increase in remuneration of Dr. Shankar

Acharya(Din:00033242), part-time Chairman of the Bank, to be fixed

by the Board of Directors of the Bank on an annual basis such that the

remuneration does not exceed Rs.35 Lakhs per annum ay any given

time.

In Favour of the Proposal For Qualifications and prior experience of the candidate

Subject to necessary approvals and as per RBI circular, the Non-

Executive Directors of the Bank be paid with effect from the financial

year 2015-16, a sum not exceeding Rs.10 Lakh each by way of annual

commission.

In Favour of the Proposal ForIn compliance with RBI's circular on payment of commission to non executive

directors

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 Auditors thereon.

In Favour of the Proposal For Financials don’t have any qualifications

To receive, consider and adopt the Audited

Consolidated Financial Statements of the Company

for the Financial Year ended 31st March, 2016,

together with the Report of the Auditors thereon.

In Favour of the Proposal For Financials don’t have any qualifications

To declare a dividend on Equity Shares. In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Mr. V. S.

Parthasarathy (DIN 00125299), who retires by

rotation and, being eligible, offers himself for re-

appointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

Appointment of Auditors. In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Ordinary Resolution:

To receive, consider and adopt :

(a) the audited standalone financial statements of the Bank for the

financial year

ended 31st March 2016 and the Reports of the Directors and the

Auditors thereon;

and (b) the audited consolidated financial statements of the Bank for

the financial year

ended 31st March 2016 and the Report of the Auditors thereon.

In Favour of the Proposal For Financials don’t have any qualifications

Declaration of dividend on the Equity Shares of the Bank. In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

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.In Favour of the Proposal For Qualifications and prior experience of the candidate

Appointment of Auditors. In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

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.

In Favour of the Proposal For Qualifications and prior experience of the candidate

July-Sept 22-Jul-16

Mahindra And

Mahindra Financial

Services Limited

AGM Management

July-Sept 22-Jul-16Limited

AGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

To propose Smt. Ketaki Bhagwati as a candidate for the office of

Director of the Bank.In Favour of the Proposal For Qualifications and prior experience of the candidate

to propose Shri B. Babu Rao as a candidate for the office of Director of

the Bank.In Favour of the Proposal For Qualifications and prior experience of the candidate

Approval of the Members of the Bank, be and

is hereby accorded to the revision in the remuneration by way of

salary, allowances and perquisites payable to Smt. Shikha Sharma

(DIN 00043265), as the Managing Director & CEO of the Bank, with

effect from 1st June 2016, detailed as under, subject to the approval

of the Reserve Bank of India.”

In Favour of the Proposal ForKeeping in view the enhanced role, responsibilities the remuneration payable

should be commensurate with their increased role, responsibilities and duties.

Approval of the Members of the Bank be and is hereby accorded to

the re-appointment of Shri V.

Srinivasan (DIN 00033882) as the Whole-Time Director designated as

the ‘Executive Director (Corporate Banking)’ of the Bank.

In Favour of the Proposal For Qualifications and prior experience of the candidate

To revise the remuneration of the Deputy Managing Director of the

BankIn Favour of the Proposal For Qualifications and prior experience of the candidate

To propose Dr. Sanjiv Misra as a candidate for the office of Director of

the Bank.In Favour of the Proposal For Qualifications and prior experience of the candidate

Dr. Sanjiv Misra be and is hereby appointed as a Non-Executive (Part –

Time) Chairman of the BankIn Favour of the Proposal For Qualifications and prior experience of the candidate

to propose Shri Rajiv Anand as a candidate for the office of Director of

the Bank.In Favour of the Proposal For Qualifications and prior experience of the candidate

the appointment of Shri Rajiv Anand (DIN 02541753) as the Whole-

Time Director designated as the ‘Executive Director (Retail Banking)’ of

the Bank.

In Favour of the Proposal For Qualifications and prior experience of the candidate

To propose Shri Rajesh Dahiya as a candidate for the office of Director

of the Bank, be and is hereby appointed as Director of the BankIn Favour of the Proposal For Qualifications and prior experience of the candidate

The appointment of Shri Rajesh Dahiya (DIN 0007508488) as the

Whole-Time Director designated as the ‘Executive Director (Corporate

Centre)’ of the Bank.

In Favour of the Proposal For Qualifications and prior experience of the candidate

Approval for, with effect from 1st April 2015, profit related

commission of an amount not exceeding Rs. 10 Lacs or such higher

amount as may be prescribed by the Reserve Bank of India, from time

to time and as determined by the Board of Directors of the Bank,

subject to an overall ceiling of 1% (one percent) of the net profits of

the Bank.

In Favour of the Proposal For In Compliance with Companies Act, 2013.

The approval of the Members of the Bank be and is hereby accorded

for borrowing/ raising funds.In Favour of the Proposal For

Debt does not dilute owner’s ownership interest in the business since the lender

does not have claim in equity of the business. Inflow of funds creates an

opportunity to meet the long term finance and assists in general corporate

purposes. If the funds are utilized in a manner which generates higher profits it

will increase shareholders return.

To consider and adopt the standalone financial statements and the

consolidated financial statements of the Company for the year ended

31 March 2016, together with the Directors’ and Auditors’ Reports

thereon.

In Favour of the Proposal For

The proposed resolution is to inform and make aware the shareholders about the

financial position of the company, their current business affairs and whether it is

functioning in a manner beneficial to the shareholders.

To declare a final dividend, if any on equity shares and to approve the

interim dividend of Rs. 18 per equity share for the FY 31st March 2016In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a director in place of Rahul Bajaj (DIN 00014529), who

retires by rotation in terms of section 152(6) of the Companies Act,

2013 and being eligible, offers himself for re-appointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

July-Sept 22-Jul-16 Axis Bank AGM Management

July-Sept 26-Jul-16 Bajaj Finance Limited AGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

To ratify appointment of Dalal & Shah LLP, Chartered Accountants

(Registration No.102021W/W100110) as Statutory Auditors of the

Company, on a remuneration of 33 lakhs and other applicable

reimbursement.

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Approval of the company be and is hereby given to the board to make

offer or invitation to eligible person to subscribe to the NCDs of the

company on private placement basis within the overall borrowing

limit.

In Favour of the Proposal For

To meet the medium and long term funding requirements of the company. The

company is into financing business and hence requires funds from time to time for

its ordinary course of business

To consider and adopt the standalone financial statements and the

consolidated financial statements of the Company for the year ended

31 March 2016, together with the Directors’ and Auditors’ Reports

thereon.

In Favour of the Proposal For

The proposed resolution is to inform and make aware the shareholders about the

financial position of the company, their current business affairs and whether it is

functioning in a manner beneficial to the shareholders.

To declare interim dividend of Rs. 1.75 per equity share of face value

of Rs. 5 each as final dividend for the financial year ended 31 March

2016

In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a director in place of Madhur Bajaj (DIN 00014593), who

retires by rotation in terms of section 152(6) of the Companies Act,

2013 and being eligible, offers himself for reappointment

In Favour of the Proposal For Qualifications and prior experience of the candidate

To ratify appointment of Dalal & Shah LLP, Chartered Accountants

(Registration No.102021W/W100110) as Statutory Auditors of the

Company

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Approval of the shareholders be and is hereby accorded for the

remuneration of Rs. 50,000 plus service tax, out-of pocket, travel and

living expenses payable to Dhananjay V Joshi & Associates, (firm

registration number 000030) Cost Accountants, appointed by the

Board of Directors as cost auditor of the Company for the financial

year 2016-17.

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Consent of the Company be and is hereby accorded to the Board for

making loans to a body corporate(s), giving guarantee(s) or providing

security in connection with a loan and to acquire by way of

subscription, purchase or otherwise, the securities of bodies corporate

upto an amount not exceeding Rs.10,000 crore.

In Favour of the Proposal For

Debt does not dilute owner’s ownership interest in the business since the lender

does not have claim in equity of the business. Inflow of funds creates an

opportunity to meet the long term finance and assists in general corporate

purposes. If the funds are utilized in a manner which generates higher profits it

will increase shareholders return.

To receive, consider and adopt the Audited Standalone Financial

Statements of the Company including Balance Sheet as at 31 March,

2016, Statement of Profit and Loss and Cash Flow Statement for the

year ended on that date and reports of the Board of Directors and

Auditors thereon

In Favour of the Proposal For Financials don’t have any qualifications

To receive, consider and adopt the Audited Consolidated Financial

Statements of the Company including Balance Sheet as at 31 March,

2016, Statement of Profit and Loss and Cash Flow Statement for the

year ended on that date and reports of the Auditors thereon

In Favour of the Proposal For Financials don’t have any qualifications

To confirm the payment of Interim Dividend of Re 1/- per Equity Share

of Rs 10/- eachIn Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To declare a Final Dividend of Re. 1/- per Equity Share of Rs. 10/- each In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Mr. Kamal Mitra (DIN: 01839261)

who retires by rotation at this Annual General Meeting and being

eligible, offers himself for re-appointment.In Favour of the Proposal For Qualifications and prior experience of the candidate

July-Sept 26-Jul-16 Bajaj Finserve Limited AGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Appointment of M/s. B. K. Shroff & Co., Chartered Accountants (ICAI

Registration No. 302166E), as the Statutory Auditors of the Company,

to hold office from the conclusion of the Twenty Seventh Annual

General Meeting till the conclusion of the Twenty Eighth Annual

General Meeting be and is hereby ratified;

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Mr. Mohit Anilkumar Jain (DIN: 01473966) who was appointed as an

Additional Director of the Company, be and is hereby appointed as a

Director of the Company, liable to retire by rotation.In Favour of the Proposal For Qualifications and prior experience of the candidate

Consent of the members of the Company be and is hereby accorded

for appointing Mr. Mohit AnilKumar Jain (DIN: 01473966) as Managing

Director of the Company for a period of 5 years.In Favour of the Proposal For Qualifications and prior experience of the candidate

Consent of the members of the Company be and is hereby accorded

for the re-appointment of Mr. Anil Kumar Jain (DIN: 00086106) as

Whole-Time Director designated as Executive Chairman of the

Company for a period of 3 years w.e.f. 1st October, 2016

In Favour of the Proposal For Qualifications and prior experience of the candidate

Consent of the members of the Company be and is hereby accorded

for the re-appointment of Mr.Kailash Lalpuria (DIN: 00059758) as

Whole-Time Director designated as Executive Director of the Company

for a period of 3 years w.e.f. 1st October, 2016

In Favour of the Proposal For Qualifications and prior experience of the candidate

Consent of the members of the Company be and is hereby accorded

for appointing Mr. Mohit AnilKumar Jain (DIN: 01473966) as Managing

Director of the Company for a period of 5 years.In Favour of the Proposal For Qualifications and prior experience of the candidate

Consent of the Company be and is hereby accorded for borrowing

from various sources not exceeding Rs. 1600 cr. In Favour of the Proposal For

In view of the increasing activities and operations and considering the expansion

plans of the Company, it is proposed to increase the borrowing limit upto Rs.

1,600 Cr. and to secure these borrowings there is a need to create charge on

assets of the company.

Approval be and is hereby accorded to create charge on such

moveable and immoveable properties of the Company in favour of

above borrowing. In Favour of the Proposal For

In view of the increasing activities and operations and considering the expansion

plans of the Company, it is proposed to increase the borrowing limit upto Rs.

1,600 Cr. and to secure these borrowings there is a need to create charge on

assets of the company.

To receive, consider and adopt the Audited Financial Statements of

the Company on

a standalone and consolidated basis, for the financial year ended

March 31, 2016 including the Balance Sheet as at March 31, 2016, the

Statement of Profit & Loss for the financial year ended on that date,

and the Reports of the Auditors and Directors thereon.

In Favour of the Proposal For Financials don’t have any qualifications

To confirm the Dividend paid on the Preference Shares of the

Company for the financial year/period ended March 31, 2016In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To declare Dividend of Rs 2.25 per Equity share for the financial year

ended March 31, 2016.In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Dr Subhash Chandra (DIN 00031458),

who retires by rotation, and being eligible, offers himself for

reappointment

In Favour of the Proposal For Qualifications and prior experience of the candidate

July-Sept 26-Jul-16Indo Count Industries

LimitedAGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

To re-appoint M/s MGB & Co. LLP, Chartered Accountants, Mumbai,

having Firm Registration No. 101169W/W-100035, as the Statutory

Auditors of the Company to carry out the Statutory Audit for the

Financial Year 2016-17, at a remuneration to be determined by the

Board of Directors of the Company

In Favour of the Proposal ForNo instances of conflict of interest are brought to the notice of shareholders.

Auditors are eligible to be re-appointed.

Mr Adesh Kumar Gupta (DIN 00020403), be and is hereby appointed

as an Independent Director of the Company not liable to retire by

rotation for the period up to December 29, 2018.

In Favour of the Proposal For Qualifications and prior experience of the candidate

Consent of the members required for re-appointing Sunil Sharma as

Independent Director of the Company, not liable to retire by rotation.In Favour of the Proposal For Qualifications and prior experience of the candidate

Consent of the members required for re-appointing Prof. (Mrs.)

Neharika Vohra as Independent Director of the Company, not liable to

retire by rotation.

In Favour of the Proposal For Qualifications and prior experience of the candidate

In supersession of the Special Resolution passed by the Members on

August 18, 2009, all the Registers to be kept and maintained by the

Company, be kept and maintained at the office of the company’s

Registrar and Share Transfer Agents M/s Link Intime India Private Ltd.,

at C -13, Pannalal Silk Mills Compound, LBS Road Bhandup West,

Mumbai 400078, instead of the Registered Office of the Company.

In Favour of the Proposal For

Earlier, M/s Sharepro Services (India) Pvt Ltd. was the R&T Agent. They have been

replaced by M/s Link Intime India Private Limited as the Registrar & Share Transfer

Agents (‘R&T agent’)

Adoption of the Audited Financial Statements of the Company

(including Audited Consolidated Financial Statements) for the financial

year ended 31st March, 2016 and the Reports of the Board of

Directors and Auditors thereon

In Favour of the Proposal For Financials don’t have any qualifications

Declaration of dividend on the 10% cumulative redeemable preference

shares for the financial year 2015-16In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

Declaration of Dividend on the equity shares of the Company for the

financial year 2015-16In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

Re-appointment of Mr. Sajjan Jindal (DIN00017762) as a Director In Favour of the Proposal For Qualifications and prior experience of the candidate

Ratification of the Appointment of Auditors to hold office from the

conclusion of the 20th Annual General Meeting until the conclusion of

the 23rd Annual General Meeting of the Company and their

remuneration fixed at the twentieth Annual General Meeting of the

Company held on July 31, 2014

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Ratification of Remuneration payable to M/s. S.R.Bhargave & Co., Cost

Auditors of the Company, for the financial year 2016-17.In Favour of the Proposal For

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Appointment of Mr. Malay Mukherjee (DIN02861065) as an

Independent DirectorIn Favour of the Proposal For Qualifications and prior experience of the candidate

Appointment of Mr. Haigreve Khaitan (DIN00005290) as an

Independent DirectorIn Favour of the Proposal For Qualifications and prior experience of the candidate

Consent for Private placement of redeemable non-convertible

debentures aggregating up to Rs. 10,000 crores.In Favour of the Proposal For

To meet the ongoing capital expenditure, for refinancing of part of the existing

loans to reduce interest costs and for general corporate purposes. If the funds are

utilized in a manner which generates higher profits it will increase shareholders

return.

Consent for issue of Securities to Qualified Institutional Buyers for an

amount not exceeding Rs. 4,000 crores.In Favour of the Proposal For

To meet the ongoing capital expenditure, for refinancing of part of the existing

loans to reduce interest costs and for general corporate purposes. If the funds are

utilized in a manner which generates higher profits it will increase shareholders

return.

July-Sept 26-Jul-16Zee Entertainment

Enterprises LimitedAGM Management

July-Sept 26-Jul-16 JSW Steel Limited AGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Consent for issue of non-convertible foreign currency denominated

bonds for an aggregate sum of upto USD 2 BillionIn Favour of the Proposal For

To meet the ongoing capital expenditure, for refinancing of part of the existing

loans to reduce interest costs and for general corporate purposes. If the funds are

utilized in a manner which generates higher profits it will increase shareholders

return.

Consent to give loan to any person or body corporate or to give any

guarantee or provide security in connection with a loan to any person

or other body corporate or to acquire by way of subscription,

purchase or otherwise, securities of any other body corporate upto an

aggregate amount of Rs. 15,000 crores over and above the permissible

limit under section 186(2) of the Companies Act, 2013

In Favour of the Proposal For

To meet the ongoing capital expenditure, for refinancing of part of the existing

loans to reduce interest costs and for general corporate purposes. If the funds are

utilized in a manner which generates higher profits it will increase shareholders

return.

Consent for increase in borrowing powers of the Board from Rs.50,000

crores to Rs. 60,000 crores in excess of paid up capital and free

reserves.

In Favour of the Proposal For

To meet the ongoing capital expenditure, for refinancing of part of the existing

loans to reduce interest costs and for general corporate purposes. If the funds are

utilized in a manner which generates higher profits it will increase shareholders

return.

Consent to hypothecate/ mortgage and/or charge all or any part of the

movable and/or immovable properties of the Company to secure

borrowings.

In Favour of the Proposal For

To meet the ongoing capital expenditure, for refinancing of part of the existing

loans to reduce interest costs and for general corporate purposes. If the funds are

utilized in a manner which generates higher profits it will increase shareholders

return.

To discuss approve and adopt the Audited Balance Sheet of the Bank

as at 31st March 2016, Profit & loss account for the year ended 31st

March 2016, the report of the Board of Dorectors on the working and

actovotoes of the Bank for the period covered by the Accounts abd the

Auditors Report on the Balance Sheet and Accounts.

In Favour of the Proposal For

The proposed resolution is to inform and make aware the shareholders about the

financial position of the company, their current business affairs and whether it is

functioning in a manner beneficial to the shareholders.

Consent of the shareholders of the Bank be and is hereby accorded to

create, offer, issue and allot, such number of equity shares and/ or

preference shares which are capable of being converted into equity or

not, upto Rs. 2000 crore which together with the existing paid up

equity share capital of Rs.542.99 crore will be within Rs. 3000 crore.

In Favour of the Proposal For

Bank expects to grow and expand in future, for which there is a need to increase

the capital of the Bank. Moreover the capital adequacy ratio as on Mar, 2016 is

11.08%. Under the guidelines of RBI, the Capital Adequacy Ratio needs to be

improved

Approval to elect three directors from amongst Shareholders of the

Bank other than the central Government, in respect of whom valid

nominations have been received.

In Favour of the Proposal For In compliance with The Banking Companies Act, 1970

To consider and adopt the standalone financial statements and the

consolidated financial statements of the Company for the year ended

31 March 2016, together with the Directors’ and Auditors’ Reports

thereon.

In Favour of the Proposal For

The proposed resolution is to inform and make aware the shareholders about the

financial position of the company, their current business affairs and whether it is

functioning in a manner beneficial to the shareholders.

To declare a final dividend of Rs. 5 per equity share of face value of Rs.

10 each, and to approve the interim dividend of Rs. 50 per equity

share of face value of Rs. 10 each, already paid during the year, for the

year ended 31 March 2016.

In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a director in place of Manish Kejriwal (DIN 00040055), who

retires by rotation in terms of section 152(6) of the Companies Act,

2013 and being eligible, offers himself for re-appointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

To appoint a director in place of Sanjiv Bajaj (DIN 00014615), who

retires by rotation in terms of section 152(6) of the Companies Act,

2013 and being eligible, offers himself for re-appointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

To ratify appointment of Dalal & Shah LLP, Chartered Accountants

(Registration No.102021W/W100110) as Statutory Auditors of the

Company, for the year 2016-17 and to fix their remuneration.

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

July-Sept 27-Jul-16 Bajaj Auto Limited AGM Management

July-Sept 26-Jul-16 Canara Bank AGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Pradeep Shrivastava (DIN 07464437) who was appointed by the Board

of Directors as an additional director and who vacates his office at this

annual general meeting and in respect of whom a notice has been

received in the prescribed manner, be and is hereby appointed as a

Director of the Company, liable to retire by rotation.

In Favour of the Proposal For Qualifications and prior experience of the candidate

Approval is hereby given to the appointment of Pradeep Shrivastava

(DIN 07464437) as a Whole-time Director, with the designation as

Executive Director of the Company, for a five year term commencing

from 1 April 2016.

In Favour of the Proposal For Qualifications and prior experience of the candidate

Approval of the members be and is hereby accorded to the payment

of commission to the Non-Executive Directors of the Company for a

period of 5 years.In Favour of the Proposal For

In view of the increased demands on non-executive directors’ participation in

Board and Committee meetings and the higher responsibilities they are expected

to bear in the interest of higher level of excellence in corporate governance on

account of statutory and regulatory changes

To receive, consider and adopt the financial statements (standalone

and consolidated) of the Company for the year ended 31 March 2016.In Favour of the Proposal For Financials don’t have any qualifications

To declare dividend on the equity shares for the financial year 2015-16 In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To re-appoint Mr. K Satish Reddy (DIN: 00129701), who retires by

rotation, and being eligible, offers himself for the re-appointment. In Favour of the Proposal For Qualifications and prior experience of the candidate

Appointment of Statutory Auditors. In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Re-appointment of Mr. G V Prasad (DIN: 00057433) as wholetime

director designated as co-chairman, MD and CEOIn Favour of the Proposal For Qualifications and prior experience of the candidate

Appointment of Mr. Bharat Narotam Doshi (DIN: 00012541) as an

independent director in terms of section 149 of the companies act,

2013.

In Favour of the Proposal For Qualifications and prior experience of the candidate

Mr. Hans Peter Hasler (DIN: 07535056) be and is hereby appointed as

an Independent Director of the Company, not liable to retire by

rotation”.

In Favour of the Proposal For Qualifications and prior experience of the candidate

Consent of the members of the Company be and is hereby accorded to

the Company, for payment of remuneration by way of commission to

its Directors other than the Managing/Whole-time Directors,

collectively up to 1% of the net profi ts of the Company every year.

In Favour of the Proposal For To appropriately compensate, attract and retain professionals on the Board

Appointment of Cost Auditors. In Favour of the Proposal For No instances of conflicts of interest are brought to the notice of shareholders.

To receive, consider and adopt:

(a) the audited financial statement of the Corporation for the financial

year ended March 31, 2016, together with the reports of the Board of

Directors and Auditors thereon; and

(b) the audited consolidated financial statement for the financial year

ended March 31, 2016, together with the report of the Auditors

thereon.

In Favour of the Proposal For

The proposed resolution is to inform and make aware the shareholders about the

financial position of the company, their current business affairs and whether it is

functioning in a manner beneficial to the shareholders.

To confirm the payment of interim dividend on equity shares and to

declare final dividend on equity shares for the financial year 2015-16In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Mr. D. M. Sukthankar (DIN:

00034416), who retires by rotation, and being eligible, offers himself

for re-appointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

July-Sept 27-Jul-16Dr. Reddy’s

Laboratories LimitedAGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Ratification of appointment of Deloitte Haskins & Sells LLP, as Auditors

of the corporationIn Favour of the Proposal For

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Ratification of appointment of Messrs PKF, Chartered Accountants

(Firm Registration No. 10 issued by the

Ministry of Economy, U.A.E.)for the purpose of audit

of the accounts of the Corporation’s office at Dubai for the financial

year 2016-17

In Favour of the Proposal For No instances of conflicts of interest are brought to the notice of shareholders.

Consent of the members be and is hereby accorded to issue

redeemable NCDs and/ or other hybrid instruments on a private

placement basis upto an amount not exceeding Rs 85,000 crore

In Favour of the Proposal ForThe company is a housing finance company, and requires funds for its normal

course of business

The Members of the Corporation do hereby ratify as also accord

further approval for carrying out and/or continuing with arrangements

and transactions with HDFC Bank Limited (“HDFC Bank”), being a

related party for carrying out various transactions. against the

consideration for a fee agreed upon notwithstanding the fact that all

these transactions during the financial year 2016-17, in aggregate,

may exceed 10% of the annual consolidated turnover of the

Corporation.

In Favour of the Proposal For

HDFC Bank sources Home loam from across India and then the corporation after

necessary due diligence disburses the loans. This is in the ordinary course of its

business and are expected to increase

Consent of the members be and is hereby to borrow from time to time

and will exceed the aggregate of the paid share capital and free

reserves, provided it shall not exceed a sum of Rs. 350000 crore.

In Favour of the Proposal ForThe company is a housing finance company, and requires funds for its normal

course of business.

Approval for re-appointment of Mr. Keki M. Mistry as the Managing

Director (designated as “Vice Chairman & Chief Executive Officer”) of

the CorporationIn Favour of the Proposal For Qualifications and prior experience of the candidate

To receive, consider and adopt the audited financial

statements (including audited consolidated financial

statements) of the Company for the financial year ended

March 31, 2016, together with the Reports of the Board of

Directors and the Auditors thereon.

In Favour of the Proposal For Financials don’t have any qualifications

Deloitte Haskins & Sells LLP, Chartered Accountants having

Registration No. 117366W/W-100018, be and are hereby

appointed as the Statutory Auditors of the Company for a

period of 1 year

In Favour of the Proposal For No instances of conflicts of interest are brought to the notice of shareholders.

Mr. Gautam Kaji (DIN - 02333127), be and is hereby appointed as an

Independent Director of the Company and who shallnot be liable to

retire by rotation.

In Favour of the Proposal For Qualifications and prior experience of the candidate

Mr. Chintamani Bhagat (DIN – 07282200), be and is hereby appointed

as a Nominee Director of the Company and who shall be subject to

retirement by rotation.

In Favour of the Proposal For Qualifications and prior experience of the candidate

Approval of the members of the Company be and is hereby accorded

to the reappointment of Mr. Vikram Limaye, as Managing Director &

CEO of the Company for a period of three years w.e.f. May 1, 2016,

In Favour of the Proposal For Qualifications and prior experience of the candidate

Mr. Donald Peck (DIN - 00140734), be and is hereby reappointed as an

Independent Director of the Company and who shall not be liable to

retire by rotation

In Favour of the Proposal For Qualifications and prior experience of the candidate

Consent of the Company be and is hereby accorded to borrow for the

purpose of the business of the Company, including but not limited to

by way of issuance of NCDs and CPs issued on Private Placement basis

which shall not exceed a sum of Rs. 10,000 crore

In Favour of the Proposal For

The company, post demerger effective from Oct-15, is now operating as

Investment Company and hence the requirement for borrowing is reduced from

Rs. 80000 crore to Rs. 10000 crore.

July-Sept 27-Jul-16

Housing Development

Finance Corporation

LimitedAGM Management

July-Sept 27-Jul-16 IDFC Limited AGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

To receive, consider and adopt the Standalone audited Balance Sheet

as at 31st March 2016, the Statement of Profit and

Loss and Cash Flow Statement for the financial year ended on that

date and the Report of Auditors and Directors thereon.

In Favour of the Proposal For

The proposed resolution is to inform and make aware the shareholders about the

financial position of the company, their current business affairs and whether it is

functioning in a manner beneficial to the shareholders.

To receive, consider and adopt the Standalone audited Balance Sheet

as at 31st March 2016, the Statement of Profit and

Loss and Cash Flow Statement for the financial year ended on that

date and the Report of Auditors thereon.

In Favour of the Proposal For

The proposed resolution is to inform and make aware the shareholders about the

financial position of the company, their current business affairs and whether it is

functioning in a manner beneficial to the shareholders.

To declare Dividend on the equity shares of the Company for the

Financial Year ended 31st March 2016In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Mr. Tu Shu-Chyuan (DIN 02336015),

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

appointment

In Favour of the Proposal For Qualifications and prior experience of the candidate

To appoint a Director in place of Mr. Lin Tai-Yang (DIN 05110881), who

retires by rotation and being eligible, offers himself for

re-appointment.In Favour of the Proposal For Qualifications and prior experience of the candidate

To appoint M/s. Deloitte Haskins & Sells, Chartered Accountants

(Registration No: 008072S) as Auditors to hold of#ce for

one year from the conclusion of this Meeting until the conclusion of

the next Annual General Meeting on such remuneration to be #xed by

the Board of Directors

In Favour of the Proposal For No instances of conflicts of interest are brought to the notice of shareholders.

The Company hereby approves the appointment of Mr. M.

Raghunandan (DIN 00082171) as Whole Time Director of

the Company for a period from 1st March 2016 to 24th

May 2016 and the remuneration paid to him as set out in explanatory

statement attached to this notice.

In Favour of the Proposal For Qualifications and prior experience of the candidate

Consent of the Company, be and is hereby accorded to the

appointment of Mr. E H Kasturi Rangan (DIN 01814089), as a Whole-

time Director of the Company for a period of three years effective

from 24th May 2016, on the terms and conditions of appointment and

remuneration as set out in explanatory statement attached to this

notice"

In Favour of the Proposal For Qualifications and prior experience of the candidate

Mr. B. Ramaratnam (DIN 07525213), who was appointed as an

Additional Director of the Company by the Board of Directors, in

respect of whom the Company has received a notice in writing from a

member proposing his candidature for the office of Director, be and is

hereby appointed as Director of the Company and his term of

appointment is liable to retire by rotation."

In Favour of the Proposal For Qualifications and prior experience of the candidate

Consent of the Company be and is hereby accorded

to appoint M/s. Ernst & Young LLP as Auditor(s) for the Branch Office

of the Company at Singapore, on such terms and conditions as may be

fixed by the Board of Directors in consultation with Audit Committee

In Favour of the Proposal For No instances of conflicts of interest are brought to the notice of shareholders.

To receive, consider and adopt the Audited Financial

Statements of the Company for the financial year

ended March 31, 2016 together with the Reports of the

Board of Directors and Auditors thereon and the consolidated

Financial Statement of the company for the financial year ended

March 31, 2016 together with the Report of the Auditors thereon

In Favour of the Proposal For Financials don’t have any qualifications

July-Sept 27-Jul-16Redington (India)

LimitedAGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

To confirm the payment of Interim Dividend of Rs. 4/- per equity share

and to declare a final dividend of Rs. 6/- per Equity Share of Rs. 10/-

each

In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint M/s S R Batliboi & Co. LLP, Chartered Accountant, Mumbai

(FRN 301003E/E300005) and M/s G D Apte & Co. LLP, Chartered

Accountant, Mumbai (FRN 100515W) jointly as auditors of the

company

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Mr. Umesh Revankar who retires at the AGM and who has expressed

his desire not to be re-appointed as a director In Favour of the Proposal For In order to focus on new assigments in Shriram Group

Jasmit Singh Gujral (DIN 00196707) be and is hereby appointed as a

Non independent director of the companyIn Favour of the Proposal For Qualifications and prior experience of the candidate

Jasmit Singh Gujral (DIN 00196707) be and is hereby appointed as a

Managing Director of the company for a period of 3 yearsIn Favour of the Proposal For Qualifications and prior experience of the candidate

Consent of the Company be and is hereby accorded for borrowing

from various sources not exceeding Rs. 75000 crIn Favour of the Proposal For

For growth and expansion needs and to carry on its business activity smoothly and

to fulfill its working capital requirements

Approval be and is hereby accorded to create charge on such

moveable and immoveable properties of the Company in favour of

borrowing upto a sum not exceeding Rs. 93750 crore

In Favour of the Proposal For

To carry on its business activity smoothly and to fulfill its working capital

requirements, there is a need for borrowings and to secure such borrowings there

is a need to create charge on its moveable and/or immovable assets.

Consent of the members be and is hereby accorded, for making

offer(s) or invitations to subscribe to redeemable NCDs and/or other

debt securities, not exceeding Rs.25,000 cr., on private placement

basis.

In Favour of the Proposal For

For the purpose of on-lending, to grow asset book or for refinancing existing debt

and other general purpose of the company, it is proposed to raise funds by issue

of debt securities on private placement basis.

Consent of the members be and is hereby accorded, for making

alteration to article in AoA with respect to affixture of common seal on

various documents.

In Favour of the Proposal For It is necessary for operational convenience.

To receive, consider and adopt the Standalone and Consolidated

Financial Statements as at 31st March, 2016 including the Audited

Balancesheet as at 31st March, 2016, the Statement of Profit and Loss

for the year ended on that date and reports of the Board of Directors

and Auditors thereon.

In Favour of the Proposal For Financials don’t have any qualifications

To confirm the normal annual dividend of Rs. 20/- as an interim

dividend and a special dividend of Rs. 15/- as second interim dividend

per fully paid up equity share of face value of Rs. 5.00, declared and

distributed by the Board of Directors for the

Financial year ended on 31st March, 2016.

In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Shri Samir Mehta (holding DIN

00061903), Director, who retires by rotation, and being eligible, offers

himself for re-appointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

To appoint Deloitte Haskins & Sells, Chartered Accountants,

Ahmedabad (Firm Registration No. 117365W), as Statutory Auditors of

the Company to hold office from the conclusion of this Annual General

Meeting until the conclusion of the next Annual General Meeting and

to authorise the Board to <x their remuneration.

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Consent of the Company be and is hereby accorded for ratification of

the below remuneration to M/s. Kirit

Mehta & Co., Cost Accountants as the Cost Auditors of the Company

for the <nancial year 2016-17

In Favour of the Proposal For No instances of conflicts of interest are brought to the notice of shareholders.

To consider and adopt the audited financial

statements, on standalone and consolidated

basis, for the financial year ended March 31, 2016

and the reports of the Board of Directors and the

Auditors thereon

In Favour of the Proposal For Financials don’t have any qualifications

To declare final dividend on Equity Shares In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

July-Sept 27-Jul-16

Shriram Transport

Finance Company

Limited

AGM Management

July-Sept 27-Jul-16Torrent

Pharmaceuticals LimitedAGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

To appoint a Director in place of Mr. Rajesh

Mandawewala (DIN 00007179), who retires by

rotation, and being eligible, offers himself for reappointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

Appointment of Price Waterhouse

Chartered Accountants LLP, Chartered

Accountants (Firm Registration Number -

012754N/N500016), as the statutory auditors of

the Company.

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Confirmation of Mr. Arvind Kumar Singhal as an independent director. In Favour of the Proposal For Qualifications and prior experience of the candidate

Payment of commission of 1% to Mr. Balkrishan Goenka, Chairman. In Favour of the Proposal For Qualifications and prior experience of the candidate

Ratification of remuneration payable to Cost Auditor. In Favour of the Proposal For No instances of conflicts of interest are brought to the notice of shareholders.

Appointment of Ms. Dipali Goenka as Joint Managing Director for a

period of 5 years w.e.f. April 1, 2016.In Favour of the Proposal For Qualifications and prior experience of the candidate

To receive, consider and adopt the financial statements of the

Company including the Audited Balance Sheet as at 31st March, 2016,

the Statement of Profit and Loss and the cash flow statement for the

year ended on that date and the Reports of the Board of Directors and

the Auditors of the Company.

In Favour of the Proposal For Financials don’t have any qualifications

To declare dividend on Equity Shares for the year ended 31st March,

2016.In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Shri Kumar Mangalam Birla (holding

DIN 00012813) who retires from office by rotation, but being eligible,

offers himself for re-election.

In Favour of the Proposal For Qualifications and prior experience of the candidate

Appointment of S R B C & CO LLP, Chartered Accountants (ICAI Firm

Registration No.324982E/E300003) be and is hereby appointed as the

Statutory Auditors of the Company, to hold office for a term of five

consecutive.

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Approval of the Members be and is hereby accorded to the

appointment of Shri D. K. Agrawal (holding DIN 00040123), as the

Whole-time Director of the Company for the period and upon the

following terms and conditions, including remuneration and

perquisites, as approved by the Board of Directors, with liberty to the

Board of Directors.

In Favour of the Proposal For Qualifications and prior experience of the candidate

The approval of the Company be and is hereby accorded, for making

offers/invitations to subscribe to NCDs of the Company on a private

placement basis.

In Favour of the Proposal For

Debt does not dilute owner’s ownership interest in the business since the lender

does not have claim in equity of the business. Inflow of funds creates an

opportunity to meet the long term finance and assists in general corporate

purposes. If the funds are utilized in a manner which generates higher profits it

will increase shareholders return.

To approve and remunerate M/s R. Nanabhoy & Co., and M/s. M. R.

Dudani & Co., being the Cost Auditors appointed by the Board of

Directors of the Company to conduct the cost audit for the financial

year ending 31st March, 2017.

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Upon receipt of a request from a member for delivery of any

document through a particular mode an amount of Rs 50/- per each

such document, over and above reimbursement of actual expenses

incurred by the Company, be levied as and by way of fees for sending

the document to him in the desired particular mode.

In Favour of the Proposal For

Under The Companies Act, 2013, documents can be served to any member

provided, he should request for delivery of any document to him through a

particular mode for which he shall pay such fees as may be determined by the

company

July-Sept 28-Jul-16Century Textiles And

Industries LimitedAGM Management

July-Sept 27-Jul-16 Welspun India Limited AGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

To receive, consider and adopt the audited financial statements

consisting f the Balance Sheet as at 31st March 2016, the Statement of

Profit & Loss, the Cash Flow Statement for the year ended on that

date, the report of the Auditors thereon and Report of the Directors of

the Company for the year ended 31st March, 2016

In Favour of the Proposal For Financials don’t have any qualifications

To declare dividend on the 0.001% Optionally convertible Redeemable

Preference Shares.In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

TO appoint director in place of Basant Kumar Birla (DIN 00055856),

who retires by rotation and being eligible offers himself for re-

appointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

Appointment of M/s. PWC , Chartered Accountants, bearing

registration no. 301112E as auditors of the company.In Favour of the Proposal For

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Approval for the remuneration to be payable to the cost auditors for

the conducting the audit of the Company's cost accounting recordsfor

the FY - 2015-16

In Favour of the Proposal For No instances of conflicts of interest are brought to the notice of shareholders.

Consent of the company be and is hereby accorded to the

appointment of Tridib Kumar Das (DIN: 01063824) CFO as a WTD of

the Company and payment of remuneration to him for a period of 3

years.

In Favour of the Proposal For Qualifications and prior experience of the candidate

July-Sept 27-Jul-16Shriram City Union

Finance LimitedPB Management

Consent of the Company be and is hereby accorded to create charge

on the company’s receivables assets and properties to secure

borrowings upto a sum not exceeding Rs.35,000 cr., provided that the

aggregate amount of such receivables shall not exceed Rs. 15000 cr.

In Favour of the Proposal ForFor growth and expansion needs. The company would resort to borrowing and

such borrowings demands secuirty.

To receive, consider and adopt the Audited Financial Statements

(including Consolidated Financial Statements) of the Company for year

ended on 31st March 2016 together with the Reports of the Board of

Directors and the Auditors thereon.

In Favour of the Proposal For Financials don’t have any qualifications

To declare Dividend on Equity Shares for the year ended 31st March

2016.In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Mr. Raju Krishnaswamy (DIN No.

03043004) who retires by rotation and being eligible offers himself for

re-appointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

To appoint a Director in place of Mr. Ronald C. Sequeira (DIN No.

01549120) who retires by rotation and being eligible offers himself for

re-appointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

To appoint M/s. Price Waterhouse & Co Bangalore LLP, Chartered

Accountants (Membership No. FRN 007567S/ S-200012), who have

offered themselves for re-appointment and have confirmed their

eligibility to be appointed as Auditors, in terms of provisions of Section

141 of the Act, and Rule 4 of the Rules, be and are hereby re-

appointed as Statutory Auditors.

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Approval of the Company be and is hereby granted to the

appointment and remuneration of Mr. Annaswamy Vaidheesh (DIN

No. 01444303) as the Managing Director of the Company.

In Favour of the Proposal For Qualifications and prior experience of the candidate

Approval of the Company be and is hereby granted to the re-

appointment of Mr. Raju Krishnaswamy (DIN No. 03043004) as Whole-

time Director of the Company for a period of 3 years.

In Favour of the Proposal For Qualifications and prior experience of the candidate

The approval of the Company be and is hereby granted to the re-

appointment of Mr. Ronald C. Sequeira (DIN No. 01549120) as Whole-

time Director of the Company for a period of 3 years.

In Favour of the Proposal For Qualifications and prior experience of the candidate

July-Sept 28-Jul-16Kesoram Industries

LimitedAGM Management

July-Sept 28-Jul-16Glaxosmithkline

Pharmaceuticals LimitedAGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Ratification of the remuneration payable to Messrs. R Nanabhoy &

Company, Cost Accountants having Firm Registration No. 007464

appointed by the Board of Directors of the Company to conduct the

audit of the cost records of the Company for the year ending 31st

March 2016, amounting to Rs. 4.95 lakhs as also the payment of

service tax as applicable and re-imbursement of out of pocket

expenses incurred by them in connection with the audit be and is

hereby ratified and confirmed

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Approval of the members be and is hereby accorded for payment of

commission to the non Whole-time Directors of the Company,

excluding the WTD and the Directors employed in Group Companies,

w.e.f. 1st January 2017 to 31st March 2021, subject to a ceiling of 1%

of the net profits of the Company.

In Favour of the Proposal For

Earlier, members had approved payment of commission for the period from Jan,

2012 to Dec, 2016. As this approval was in force till Dec, 2016, renewal of the

same is sought

Adoption of the audited financial statement (balance sheet and profit

and loss account for the year ended march 31, 2016) and the reports

of the board of directors and auditors thereon.

In Favour of the Proposal For Financials don’t have any qualifications

Declaration of dividend on the Equity Shares. In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

APPOINTMENT OF STATUTORY CENTRAL AUDITORS AND FIXING THEIR

REMUNERATIONIn Favour of the Proposal For

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

APPOINTMENT OF BRANCH AUDITORS AND FIXING THEIR

REMUNERATIONIn Favour of the Proposal For

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

APPOINTMENT OF MR. U R BHAT, AS AN INDEPENDENT DIRECTOR OF

THE BANKIn Favour of the Proposal For Qualifications and prior experience of the candidate

APPOINTMENT OF MR. KESHAV K DESAI, AS AN INDEPENDENT

DIRECTOR OF THE BANKIn Favour of the Proposal For Qualifications and prior experience of the candidate

To receive, consider and adopt the audited Consolidated Financial

Statements of the Company including the Audited Consolidated

Balance sheet as at 31st March 2016 and the Consolidated statement

of Profit and Loss Account for the year ended 31st March 2016

together with the Reports of the Board of Directors and the Auditors

thereon.

In Favour of the Proposal For Financials don’t have any qualifications

To receive, consider and adopt the audited Financial Statements of the

Company including the Audited Balance sheet as at 31st March 2016

and the statement of Profit and Loss Account for the year ended 31st

March 2016 together with the Reports of the Board of Directors and

the Auditors thereon.

In Favour of the Proposal For Financials don’t have any qualifications

To declare final dividend of Rs. 10 per equity share of Rs. 10 each and

to conform the interim dividend of Rs. 5 per equity share of Rs. 10

each of the Company, already paid for the financial year ended March

31, 2016.In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in the place of Sri. Ranvir Dewan (holding DIN

01254350) who retires by rotation under Section 152(6) of the

Companies Act, 2013 and is eligible for re-appointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

July-Sept 28-Jul-16The Karnataka Bank

LimitedAGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

M/s Pijush Gupta & Co., Chartered Accountants, Kolkata, (Firm

Registration Number 309015E), be and are hereby re-appointed as

Auditors of the Company to hold such office from the conclusion of

this AGM till the conclusion of the next AGM.

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To appoint a Director in the place of Sri. Gopalasamudram

Srinivasaraghavan Sundararajan (DIN 00361030) who retires by

rotation under Section 152(6) of the Companies Act, 2013 and is

eligible for re-appointment.

In Favour of the Proposal ForSri. Sundararajan has expressed his non-willingness to be appointed as director

and the company does not propose to fill the vacancy

Consent of the Members be and is hereby accorded to borrow for the

purpose of the business of the Company, sum or sums of moneys

secured or unsecured from various sources which shall not at any time

exceed Rs. 30,000 crores.

In Favour of the Proposal ForTo meet business and financial needs of the company. This will increase the

revenue for the company if the funds are utilized optimally.

Consent of the Company be and is hereby accorded to the Board to

make offer(s), invitation(s) to invite, offer, issue, allot secured or

unsecured on a private placement basis securities not exceeding

Rs.10,000 crores eligible investors.

In Favour of the Proposal ForTo grow the asset book, for refinancing existing debt and other general purposes

of the Company.

Sri. Khushru Burjor Jijina (DIN - 00209953), be and is hereby appointed

as a Non Executive, Non Independent Director of the Company liable

to retire by rotation.

In Favour of the Proposal For Qualifications and prior experience of the candidate

Sri Shashank Singh (DIN - 02826978) be and is hereby appointed as a

Non Executive, Non Independent Director of the Company liable to

retire by rotation.

In Favour of the Proposal For Qualifications and prior experience of the candidate

Approval be and is hereby accorded for replacing the word “equity

listing agreement” to “Securities and Exchange Board of India (Listing

Obligation and Disclosure Requirements) Regulations, 2015 (LODR) in

the existing AoA.

In Favour of the Proposal For To comply with the listing regulations

a) the Audited Financial Statements of the Company for the financial

year ended March 31, 2016, the reports of the Board of Directors and

Auditors thereon; and b) the Audited Consolidated Financial

Statements of the Company for the financial year ended March 31,

2016, together with the Report of the Auditors thereon

In Favour of the Proposal For Financials don’t have any qualifications

Declaration of Dividend on Equity shares for the Financial year ended

March 31, 2016. In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

Re-appointment of Mr. Malcolm Monteiro (DIN: 00089757) as a

Director, liable to retire by rotation. In Favour of the Proposal For Qualifications and prior experience of the candidate

Appointment of M/s Price Waterhouse, Chartered Accountants as

Statutory Auditors of the Company and fixing their remuneration In Favour of the Proposal For

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Approval for revision in the remuneration terms of Mr. Anil Khanna,

Managing Director In Favour of the Proposal For

Revision of remuneration will act as a motivation and thus will further enhance

the business and profitability.

Approval for Material Related Party Transaction. In Favour of the Proposal Abstain Related Party Transaction

Approval for payment of remuneration to the Non-Executive Directors

(by way of commission) for a period of 5 years w.e.f. August 1, 2016 In Favour of the Proposal For

Participation of NEDs have increased and such participation has shown growth of

the Company as well as sound corporate governance practices by bringing with

them professional expertise, rich and wide experience.

To approve and adopt the statement of profit and loss and the cash

#ow statement for the year ended 31 March, 2016 and the balance

sheet as at that date, including the consolidated financial statements,

together with the independent auditors’ report thereon be and are

hereby considered.

In Favour of the Proposal For Financials don’t have any qualifications

Interim dividend of 1% on 50,000,000 compulsorily convertible

preference shares (CCPS) of Rs. 100/- each of the company be and is

hereby confirmed for the year ended 31 March, 2016.

In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

July-Sept 28-Jul-16Shriram City Union

Finance LimitedAGM Management

July-Sept 28-Jul-16Blue Dart Express

LimitedAGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

RESOLVED THAT the interim dividend of 25% on the outstanding

equity shares of the company be and is hereby confirmed for the year

ended 31 March, 2016.

RESOLVED FURTHER THAT a final dividend of 20% be and

is hereby declared on the outstanding equity shares

In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

Mr. M.M. Murugappan (holding DIN 00170478), who retires by

rotation and being eligible has o&ered himself for re-appointment, be

and is hereby re-appointed as a director of the company liable to

retire by rotation.

In Favour of the Proposal For Qualifications and prior experience of the candidate

Appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants,

Chennai bearing registration no. 008072S as the statutory auditors of

the company be and is hereby ratified.

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Mr. Vellayan Subbiah (holding DIN 01138759), be and is hereby re-

appointed as the managing director of the company for a period of

two years e$ective 19 August, 2015

In Favour of the Proposal For Qualifications and prior experience of the candidate

Consent of the members of the company be and is hereby accorded to

offer, issue and allot, secured and unsecured NCDs on a private

placement basis upto an amount not exceeding Rs 10,000 crore

within the overall borrowing limits of the company.

In Favour of the Proposal For For growth and expansion needs and also to meet working capital requirement

To receive, consider and adopt

a. the Audited Financial Statements of the Company for the financial

year ended March 31, 2016 together with the Reports 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 together with Report of the

Auditors' thereon.

In Favour of the Proposal For Financials don’t have any qualifications

To declare a Final Dividend of Rs. 4/- per equity share of face value Rs.

10/- each and to confirm the Interim dividend of Re.1/- per equity

share of face value of Rs.2/- each paid by erstwhile Mis. Shasun

Pharmaceuticals Limited in August 2015 for the year ended March 31,

2016.

In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a director in the place of Mr. Deepak Vaidya (DlN-

Q0337276), Non-Executive Director, who retires by rotation, and being

eligible, offer himself for re-appointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

M/s. Deloitte Haskins & Sells, Chartered Accountants, (FRN. 008072S),

who were appointed as Statutory Auditors of the Company for a term

of 3 consecutive years, be and is hereby ratified for the Financial Year

2016-17

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Mr. Abhaya Kumar (DIN: 00729827) be and is hereby appointed as

director of the company, liable to retire by rotation.

Further, Consent of the members is hereby accorded for appointing

him as Executive director for a period of 3 years.

In Favour of the Proposal For Qualifications and prior experience of the candidate

Consent of the Members of the Company be and is hereby accorded to

re-designate Mr. Bharat Dhirajlal Shah (DlN-00136969) as an

Independent Director of the Company with effect from June 15,2016.

In Favour of the Proposal For Qualifications and prior experience of the candidate

July-Sept 29-Jul-16

Cholamandalam

Investment and Finance

Company Limited

AGM Management

July-Sept 29-Jul-16 Strides Shasun Limited AGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

The new Articles of Association of the Company be and is hereby

approved and adopted in substitution, and to the entire exclusion, of

the clauses contained in the existing Articles of Association of the

Company.

In Favour of the Proposal For In compliance with Companies Act, 2013

Consent of the Members of the Company be and is hereby accorded to

the Company to charge from the member a sum in advance,

equivalent to the estimated actual expense for delivery of any of the

document through a particular mode as requested by the member

provided that such request along with the requisite amount has been

duly received by the Company at least seven days (7 days) in advance

of the dispatch of the document by the Company and that no such

request shall be entertained by the Company post the dispatch of such

document by the Company to the Member.

In Favour of the Proposal ForAs per the Companies Act, 2013, a member can request for any document by

paying a particular fees for dispatch of such documents.

1. To receive, consider and adopt a. the

Audited Financial Statements of the Company for the

Financial Year ended March 31, 2016 and the Reports of

the Board of Directors and the Auditors thereon; and

b. the Audited Consolidated Financial Statements of the

Company for the Financial Year ended March 31, 2016

and the Report of the Auditors thereon

In Favour of the Proposal FOR Financials don’t have any qualifications

To declare a Dividend on Equity Shares In Favour of the Proposal FOR Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Mr. Arun Kumar Nanda

(DIN:00010029), who retires by rotation and being eligible,

offers himself for re-appointment

In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To ratify re-appoint of Messrs Deloitte Haskins & Sells,

Chartered Accountants, Chennai (ICAI Firm Registration

Number 008072S) as Auditors of the Company

In Favour of the Proposal FORNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To approve and adopt the audited financials of the Company. In Favour of the Proposal For Financials don’t have any qualifications

Declaration of Dividend. In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

Lisa Brown (DIN: 07053317), director liable to retire by rotation at this

meeting be and is hereby re-appointed as a Director of the Company

liable to retire by rotation.

In Favour of the Proposal For Qualifications and prior experience of the candidate

The appointment of Messrs S.R. Batliboi & Associates LLP, Chartered

Accountants as Auditors of the company In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Mr. Shivram Narayanaswami (DIN: 07327742), be and is hereby

appointed as a Director of the Company, liable to retire by rotation.In Favour of the Proposal For Qualifications and prior experience of the candidate

Mr. Sean Ernest Deason (DIN: 07334776) be and is hereby appointed

as a Director of the Company, liable to retire by rotation.In Favour of the Proposal For Qualifications and prior experience of the candidate

The appointment of Dr. Lakshmi Venu (DIN: 02702020), as a Non-

Executive and Independent Director for a term of five consecutive

years from 19th May, 2016 to 18th May, 2021

In Favour of the Proposal For Qualifications and prior experience of the candidate

To approve the remuneration payable to Cost Auditors. In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

July-Sept 7/29/2016Mahindra Holidays &

Resorts India LimitedAGM Management

July-Sept 30-Jul-16 Wabco India Limited AGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Approval be and is hereby accorded to the related party transactions

entered into by the company with WABCO Europe BVBA, a related

party, during the Financial year ended 31 March 2016, and the related

party transactions proposed to be entered into with WABCO Europe

BVBA during the financial year ending 31st March 2017 as shown

in the explanatory statement; which transactions individually or taken

together wi th previous transactions during the financial year, may

exceed 10% of the annual consolidated turnover of the Company as

per its last audited financial statement.

In Favour of the Proposal Abstain Related party transaction

To receive, consider and adopt the Audited Financial Statements of

the Company for the year ended 31st March, 2016 including Balance

Sheet as at 31st March, 2016, the Statement of Profit and Loss and the

Cash Flow Statement for the year ended on that date and the Reports

of the Board of Directors and Auditors thereon.

In Favour of the Proposal For Financials don’t have any qualifications

To declare dividend on Equity Shares. In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Mr. Shaunak Amin (DIN:00245523),

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

appointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

To ratify appointment of M/s. K. S. Aiyar & Co., Chartered Accountants

(FRN: 100186W) as Statutory Auditors of the Company in accordance

with the resolution passed by the members at the 4th Annual General

Meeting held on 28th July, 2014 and to authorise the Board of

Directors to fix their remuneration.

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Approval of the members of the Company, be and is hereby accorded

to the appointment of Mr. Chirayu Amin as an Executive Director of

the Company not iable to retire by rotation for a period of 5 years

w.e.f. 1st April, 2016 as well as to continue to hold such position after

attaining the age of 70 years.

In Favour of the Proposal For Qualifications and prior experience of the candidate

The approval of the members of the Company, be and is hereby

accorded to the appointment of Mr.Pranav Amin an Executive Director

of the Company for a period of 5 years w.e.f. 1st April, 2016.

In Favour of the Proposal For Qualifications and prior experience of the candidate

Approval of the members of the Company, be and is hereby accorded

to the appointment of Mr. Shaunak

Amin as Managing Director of the Company w.e.f. 27 th April, 2016.

In Favour of the Proposal For Qualifications and prior experience of the candidate

Approval of the members of the Company, be and is hereby accorded

to the re-appointment of Mr. R. K. Baheti as Director - Finance &amp;

Chief Financial Officer of the Company for a period of 5 years w.e.f. 1st

April, 2016.

In Favour of the Proposal For Qualifications and prior experience of the candidate

Approval of the members be and is hereby accorded

to the payment of commission to the Non-Executive

Directors of the Company.

In Favour of the Proposal For

Participation of NEDs have increased and such participation has shown growth of

the Company as well as sound corporate governance practices by bringing with

them professional expertise, rich and wide experience.

Consent of the members of the Company, be and is hereby accorded

to grant loan or give guarantee or provide security in respect of any

loan to Aleor Dermaceuticals Limited, a joint venture company formed

by the Company, upto an amount of Rs. 600 crore.

In Favour of the Proposal For

Aleor is the joint venture between Alembic Pharamceuticals and Orbicular

Pharmaceutical. the company has been formed recently, and so it would require

funds for its business operations

Ratification of Remuneration to the Cost Auditor for the F. Y. 2016-17. In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

July-Sept 29-Jul-16Alembic

Pharmaceuticals LimitedAGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Approval of charges for service of documents on the shareholders. In Favour of the Proposal For

Under The Companies Act, 2013, documents can be served to any member

provided, he should request for delivery of any document to him through a

particular mode for which he shall pay such fees as may be determined by the

company

To consider and adopt:

(a) The audited standalone financial statement of the Company for

the financial year ended March 31, 2016, the reports of the Board of

Directors and Auditors thereon; and

(b) The audited consolidated financial statement(s) of the

Company for the financial year ended March 31, 2016

In Favour of the Proposal For Financials don’t have any qualifications

To appoint a Director in place of Mr. Nirmal Jain, who retires by

rotation and being eligible, offers himself for reappointmentIn Favour of the Proposal For Qualifications and prior experience of the candidate

To appoint a Director in place of Mr. R Venkataraman, who retires by

rotation and being eligible, offers himself for reappointmentIn Favour of the Proposal For Qualifications and prior experience of the candidate

To appoint a Director in place of Mr. Chandran Ratnaswami,

who retires by rotation and being eligible, offers himself for

reappointment

In Favour of the Proposal For Qualifications and prior experience of the candidate

M/s. Sharp & Tannan Associates, Chartered

Accountants (Registration No. 109983W), be and are hereby

appointed as Auditors of the Company

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To consider and approve payment of commission not exceeding 1% of

the net profits of the Company per annum, be paid and distributed

amongst the Directors of the Company (other than the Managing

Director and Whole-time Directors).

In Favour of the Proposal ForConsidering the rich experience and expertise brought to the Board by the Non-

Executive Directors

The draft regulations contained in the Articles of Association

submitted to this meeting be and are hereby approved and adopted in

substitution, and to the entire exclusion, of the regulations contained

in the existing Articles of Association of the Company

In Favour of the Proposal For In compliance with Companies Act, 2013

Approval of the members be and is hereby accorded to the Board of

Directors of the Company to offer or invite subscriptions for secured/

unsecured redeemable non-convertible debentures, in one or more

series/ tranches, up to Rs. 2,000 crore

In Favour of the Proposal For To meet the long term financing needs and for general corporate purospes

To receive, consider and adopt the Audited Financial Statements (both

Standalone and Consolidated) of the Company for the Financial Year

ended on 31st March, 2016, together with the Reports of the Board of

Directors and Auditors thereon.

In Favour of the Proposal For Financials don’t have any qualifications

To appoint a Director in place of Mrs. Shallu Jindal (DIN:

01104507) who retires by rotation at this Annual General

Meeting and being eligible, offers herself for re-appointmentIn Favour of the Proposal For Qualifications and prior experience of the candidate

To appoint a Director in place of Mr. Dinesh Kumar Saraogi

(DIN: 06426609) who retires by rotation at this Annual General

Meeting and being eligible, offers himself for re-appointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

July-Sept 29-Jul-16 IIFL Holdings Limited AGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

To appoint M/s Lodha & Co., Chartered Accountants, (ICAI

Firm Registration No. 301051E) as the Statutory Auditors of

the Company, in place of M/s S R Batliboi & Co. LLP, Chartered

Accountants, to hold office from the conclusion of the 37th AGM upto

the conclusion of 42nd AGM subject to the ratification by members at

every Annual General Meeting and to fix their remuneration.

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

The remuneration payable to M/s Ramanath Iyer & Co., (FRN 00019),

Cost Accountants, Cost Auditors to conduct the audit of the cost

records of the Company for the Financial Year 201617, amounting to `

6,50,000/-

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Consent of the members be and is hereby accorded to offer or invite

subscription for secured / secured redeemable debentures

aggregating upto Rs. 5000 cr.

In Favour of the Proposal ForIn order to fulfill the long term resource for financing, the capital expenditure and

for general corporate purposes

Consent of the members be and is hereby accorded to create, issue

and offer securities to eligible investors for an amount not exceeding

Rs. 5000 cr.

In Favour of the Proposal For

Issuing different kinds of securities will bring in funds for business purposes. By

issuing Depository Receipts, a company can still encourage investment from

abroad without having to worry about barriers to entry that a foreign investor

might face.

The approval of the Company be and is hereby accorded to the

Material Related Party Transactions entered with Jindal Power

Limited, a material subsidiary company and a related party for the

Financial Year 2015-16 upto a value of Rs. 6,025.43 Crore

In Favour of the Proposal Abstain Related Party transaction

To receive, consider and adopt the Audited Financial Statements

(Standalone & Consolidated) i.e. Balance Sheet as at and the

Statement of Profit & Loss and the Cash Flow Statement for the

financial year ended March 31, 2016 and the reports of the Directors

and Auditors thereon.

In Favour of the Proposal For Financials don’t have any qualifications

To confirm interim dividend of Rs.17.50/- per equity share declared

and paid in the month of March 2016, as Final DividendIn Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Dr. (Mrs.) Swati A. Piramal (holding

DIN 00067125) who retires by rotation and being eligible offers

himself for reappointment

In Favour of the Proposal For Qualifications and prior experience of the candidate

To ratify the appointment and remuneration of M/s PriceWaterhouse.

Chartered Accountants, as statutory auditors of the companyIn Favour of the Proposal For No instances of conflict of interest are brought to the notice of shareholders.

Consent of the members be and is hereby accorded to borrow by way

of various debt instruments and by way of lien or hypothecation etc

on Company’s assets, provided it shall not exceed Rs. 44,000 crores

over and above the prescribed limit.

In Favour of the Proposal For For growth and expansion need

Consent of the members be and is hereby accorded to acquire by way

of subscription, purchase or otherwise, the securities of any one or

more bodies corporate, PROVIDED the aggregate of the Investments

made by the Company shall not exceed Rs. 32,500 crores over and

above the limit approved.

In Favour of the Proposal For For growth and expansion need

Consent of the members be and is hereby accorded for buying office

premises from PRL Agatsya Pvt Ltd, a company belonging to its

promoter group for a total consideration of Rs. 438.69 crores

In Favour of the Proposal For

Currently all the offices in Mumbai are on lease there by restricting the company

to take advantage of various opportunities for expansion. Hence, it is proposed to

buy office premises which will assist in expanding its business, fostering 'One

Piramal' culture and other support services.

July-Sept 1-Aug-16Jindal Steel & Power

LimitedAGM Management

July-Sept 1-Aug-16Piramal Enterprises

LimitedAGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Approval of the Members is hereby accorded to the Company for

payment of commission to Non-Executive Directors (NEDs),

commencing from the end of financial year as on Mar, 2016, upto an

amount not exceeding 1% of the profits of the Company.

In Favour of the Proposal For

to continue to avail benefit of professional expertise and business exposure of

experienced persons on the board of the Company, it is proposed to continue

payment of commission to NEDs

Approval of the Members is hereby accorded to the Company issue of

NCDs on private placement basis upto an amount not exceeding

provided that the total amount so raised shall be within the overall

borrowing limit.

In Favour of the Proposal For For assisting company's business and operation

M/s G R kulkarni & Associates, Cost Accountants, appointed to

conduct the cost audit of the company for a remuneration of Rs.

600000/-

In Favour of the Proposal For No instances of conflict of interest are brought to the notice of shareholders.

To receive, consider and adopt:

a) the Audited Financial Statement of the Company for the financial

year ended March 31, 2016, together with

the Reports of the Board of Directors and Auditors thereon; and

b) the Audited Consolidated Financial Statement of the Company for

the financial year ended March 31, 2016,

together with the Report of the Auditors thereon.

In Favour of the Proposal For Financials don’t have any qualifications

To confirm the payment of interim dividend on equity shares of the

Company and treat the same as final dividend.In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Mr Suneel M Advani (DIN: 00001709),

who retires by rotation, and being eligible

offers himself for reappointment.In Favour of the Proposal For Qualifications and prior experience of the candidate

The Company hereby ratifies the appointment of M/s S R B C & CO LLP

Chartered Accountants (Registration No. 324982E/E300003) as the

Statutory Auditors of the Company.

In Favour of the Proposal For No instances of conflict of interest are brought to the notice of shareholders.

M/s Narasimha Murthy & Co, Hyderabad, Cost Accountants, (Firm

Registration No. 000042) appointed by the Board of Directors as Cost

Auditors to conduct the audit of the cost records of the Company for

the financial year ending March 31, 2016.

In Favour of the Proposal For No instances of conflict of interest are brought to the notice of shareholders.

Approval of the Members of the Company be and is hereby accorded

for the appointment of Mr Vir S Advani (DIN: 01571278) as Managing

Director of the Company for a period of five (5) years, with effect from

April 1, 2016

In Favour of the Proposal For Qualifications and prior experience of the candidate

Approval of the Members of the Company be and is hereby accorded

for the appointment of Mr B Thiagarajan (DIN: 01790498) as Joint

Managing Director of the Company for a period of five (5) years with

effect from April 1, 2016,

In Favour of the Proposal For Qualifications and prior experience of the candidate

The audited balance sheet as at 31st March, 2016, the statement of

profit and loss, notes forming part thereof, the cash flow statement

for the year ended on that date and the consolidated financial

statements, together with the directors' report and the auditors'

reports thereon as circulated to the members and presented to the

meeting be and the same are hereby approved and adopted

In Favour of the Proposal For Financials don’t have any qualifications

Mr H Lakshmanan (holding DIN 00057973), director, who retires by

rotation and being eligible, offers himself for re-appointment, be and

is hereby re-appointed as a director of the Company

In Favour of the Proposal For Qualifications and prior experience of the candidate

July-Sept 1-Aug-16 Blue Star Limited AGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

the re-appointment of M/s V Sankar Aiyar & Co., Chartered

Accountants, Mumbai, having Firm Registration No. 109208W allotted

by The Institute of Chartered Accountants of India, as statutory

auditors of the Company

In Favour of the Proposal For No instances of conflict of interest are brought to the notice of shareholders.

Approval of the Company be and is hereby accorded for the variation

in the terms of remuneration payable to Mr Venu Srinivasan, (holding

DIN 00051523) Chairman and Managing Director of the Company,

effective 1st April 2016, till the remaining period of his tenure.

In Favour of the Proposal For Qualifications and prior experience of the candidate

Approval of the Company be and is hereby accorded for the revision in

the terms of remuneration payable to Mr Sudarshan Venu, (holding

DIN 03601690) Joint Managing Director of the Company, effective 1st

April 2015, till the remaining period of his tenure

In Favour of the Proposal For Qualifications and prior experience of the candidate

The remuneration of Rs. 5 lakhs, in addition to reimbursements,

payable to Mr A N Raman, practising cost accountant, holding

Membership No. 5359, who was appointed as cost auditor of the

Company for the financial year 2016-17 by the board of directors of

the Company, as recommended by the audit committee of directors,

be and is hereby ratified.

In Favour of the Proposal For No instances of conflict of interest are brought to the notice of shareholders.

To receive, consider and adopt the Financial Statements (including

Consolidated Financial Statements) of the

Company for the !nancial year ended 31st March, 2016, including

Audited Balance Sheet as at 31 March, 2016 and

the Statement of Pro!t and Loss for the year ended on that date and

reports of the Auditors and the Directors thereon.

In Favour of the Proposal For Financials don’t have any qualifications

To confirm payment of interim dividend as Final dividend on equity

shares for the Financial Year ended 31 March, 2016.

The Board of Directors had, at its meeting held on 10 March, 2016

declared interim dividend of Rs. 4.50 per equity share

of Rs.10/- each for the Financial Year ended 31st March, 2016

In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Shri Jinal Mehta (holding DIN:

02685284), who, retires by rotation and being eligible

offers himself for re-appointment

In Favour of the Proposal For Qualifications and prior experience of the candidate

M/s. Deloitte Haskins & Sells, Chartered Accountants, Ahmedabad

(ICAI Registration No. 117365W) be and are hereby re-appointed as

Statutory Auditors of the Company

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Shri P. K. Taneja, IAS (holding DIN: 00010589), be and is hereby

appointed as a Director of the Company liable to retire by rotation.In Favour of the Proposal For Qualifications and prior experience of the candidate

Shri. Markand Bhatt (holding DIN: 00061955) be and is hereby re-

appointed as Whole-time Director of the Company for a period of 5

years.

In Favour of the Proposal For Qualifications and prior experience of the candidate

The terms & conditions of appointment of Shri Jinal Mehta (holding

DIN: 02685284) be and is hereby revised as mentioned in the notice of

the meeting

In Favour of the Proposal For Qualifications and prior experience of the candidate

M/s. Kirit Mehta & Co., Cost Accountants, Mumbai, the Cost Auditors

appointed by the Board of Directors of the Company, to conduct the

audit of the cost records of the Company (except for DGEN and Dahej

SEZ distribution) for the !nancial year ending 31st March, 2017 be

paid the remuneration of Rs.11,50,000/- plus applicable taxes and out

of pocket expenses incurred by them during the course of Audit.

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

July-Sept 2-Aug-16 Torrent Power Limited AGM Management

July-Sept 2-Aug-16TVS Motor Company

LimitedAGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

To consider and adopt the Financial Statements of the Company for

the financial year ended 31st March, 2016 and the Reports of the

Board of Directors and Auditors thereon.

In Favour of the Proposal For Financials don’t have any qualifications

To consider and adopt the Consolidated Financial Statements of the

Company for the financial year ended

31st March, 2016 and the Report of the Auditors thereon.

In Favour of the Proposal For Financials don’t have any qualifications

To declare dividend for the financial year ended 31st March, 2016. In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Mr. C. P. Gurnani (DIN: 00018234),

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

appointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, [Firm’s

Registration No. 117366W/W-100018] be appointed as Auditors of the

CompanyIn Favour of the Proposal For No instances of conflict of interest are brought to the notice of shareholders.

Mr. Vineet Nayyar (DIN: 00018243), be appointed as a Director of the

Company, liable to retire by rotation.In Favour of the Proposal For Qualifications and prior experience of the candidate

Mr. V. S. Parthasarathy (DIN: 00125299), be appointed as a Director of

the Company, liable to retire by rotation. In Favour of the Proposal For Qualifications and prior experience of the candidate

Approval is hereby accorded for alteration of the existing AoA of the

Company by substitution of the draft AoA and to be adopted as the

Articles of Association of the Company with effect from the date of

this meeting

In Favour of the Proposal ForThe existing AoA is based on Companies Act, 1956 and to bring it in line with the

Companies Act, 2013

July-Sept 2-Aug-16 NMDC Limited PB Management

Consent of members be and is hereby accorded for the buy-back of its

fully paid-up equity shares of Re.1 each not exceeding 8,00,86,25,526

equity shares at a price of Rs. 94 per share payable in cash for an

aggregate consideration not exceeding Rs. 75,27,75,99,499/-.

In Favour of the Proposal For

The objective of share buy-back is to return surplus cash to the members holding

equity shares of the company. Buy back also assist in Building up a reserve of

shares to be used later for stock option awards or as a currency for an acquisition,

smoothing out share price fluctuations.

To receive, consider and adopt the Standalone audited financial

statements including Balance Sheet as at March 31, 2016, Statement

of Profit and Loss and Cash Flow Statement for the year ended on that

date and reports of the Board of Directors and Auditors thereon

In Favour of the Proposal For Financials don’t have any qualifications

To receive, consider and adopt the Consolidated audited financial

statements including Balance Sheet as at March 31, 2016, Statement

of Profit and Loss and Cash Flow Statement for the year ended on that

date and report of the Auditors thereon.

In Favour of the Proposal For Financials don’t have any qualifications

To declare dividend at Rs 7.50 per equity share for the year ended

March 31, 2016In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To consider the re-appointment of Mr. Nilesh Gupta, as a director,

who retires by rotation and being eligible, offers

himself, for re-appointment.In Favour of the Proposal For Qualifications and prior experience of the candidate

To appoint BSR & Co. LLP, Chartered Accountants, as Statutory

Auditors of the Company, for a term of five yearsIn Favour of the Proposal For

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Mr. Ramesh Swaminathan, (DIN No. 01833346), be and is hereby

appointed as a regular Director and designated as Chief Financial

Officer and Executive Director for a term of five years effective October

27, 2015,

In Favour of the Proposal For Qualifications and prior experience of the candidate

Mr. Jean-Luc Belingard (DIN No. 07325356), be and is hereby

appointed as an Independent Director of the Company to hold office

from October 27, 2015, till the conclusion of the Thirty-Eighth Annual

General Meeting.

In Favour of the Proposal For Qualifications and prior experience of the candidate

July-Sept 2-Aug-16 Tech Mahindra Limited AGM Management

July-Sept 3-Aug-16 Lupin Limited AGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Mr. S. D. Shenoy (FCMA, Membership No. 8318), practicing cost

accountant, Cost Auditor, appointed by the Board of Directors, to

conduct audit of the cost records of the Company, for the year ending

March31, 2017, be paid remuneration of Rs 600,000/-

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To receive, consider and adopt the audited #nancial statements

[including consolidated #nancial statements] of the Company for the

year ended on March 31, 2016 and the reports of the Board of

Directors and Auditors thereon.

In Favour of the Proposal For Financials don’t have any qualifications

To con#rm the Interim Dividend of Rs. 3.20 per equity share of Rs. 1/-

each as a #nal dividend for the year 2015-16.In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Dr. Sharvil P. Patel [DIN 00131995],

who retires by rotation and, being eligible, o$ers himself for re-

appointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

To ratify the appointment of M/s Mukesh M. Shah & Co., Chartered

Accountants [Firm Registration No. 106625W] as Statutory Auditors of

the Company.

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Consent of the members be and is hereby accorded to the

re-appointment of Mr. Pankaj R. Patel [DIN-00131852] as Executive

Chairman and Managing Director [Designated as “Chairman and

Managing Director”] of the Company for a period of 5 years.

In Favour of the Proposal For Qualifications and prior experience of the candidate

Mr. Apurva S. Diwanji (DIN 00032072), be and is hereby appointed as

an Independent Director of the Company.In Favour of the Proposal For Qualifications and prior experience of the candidate

A sum not exceeding 1% p.a. of the net profits of the company be paid

and distributed amongst the Directors (other than MD WTD or Deputy

MD) for a period of 5 years (i.e., for FY 2016-2021), provided that the

commission shall not exceed in aggregate Rs. 30 million in any FY.

In Favour of the Proposal For

Considering the significant role in the growth of the Company and taking into

account the role and responsibilities of the Directors, further approval for

payment of commission is accorded for 5 more years upto 2021

Company hereby ratifies the remuneration of Rs. 1.20 million to M/s.

Dalwadi & Associates, Cost Accountants, who were appointed as Cost

Auditors to conduct the audit of cost records maintained by the

Company pertaining to Drugs and Pharmaceuticals manufactured by

the Company for the financial year 2016-17.

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Consent of the Company be and is hereby accorded to the Board to

create, offer, issue and allot with or without a green shoe option,

various types of securities for an aggregate amount upto Rs. 10,000

Crores to eligible investors.

In Favour of the Proposal For

The Company has received an approval of FIPB for the issue of securities upto Rs.

5,000 Crores pursuant to resolution passed by the members through Postal Ballot

process earlier. However, it was valid only for one year. So a fresh resolution is

needed

Approval of the members be and is hereby accorded to offer and

invite subscription for the Secured Redeemable NCDs to the extent of

INR 35000 million through private placement, not exceeding the

borrowing powers approved by the shareholders.

In Favour of the Proposal For

To augment long term resources for financing, inter alia, the ongoing capital

expenditure and for general corporate purposes including inorganic growth

opportunities

To receive, consider and adopt.

a the Audited Financial Statements for the financial year ended 31"

March, 2016 together With the Reports of the Board of Directors and

Audnors thereon

b. the Audited Consolidated Financial Statements for the financial year

ended 31" March, 2016 together With the Report of the Auditors

thereon

In Favour of the Proposal For Financials don’t have any qualifications

July-Sept 3-Aug-16Cadila Healthcare

LimitedAGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

To confirm the payment of Interim dividend dedared by the Board of

Directors on 16th March 2016 on equity shares as dividend for the

financial year ended 31st March 2016

In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Mr.C V Sankar (DIN

00703204) who retires by rotation, and being

eligible, offers himself for re-appointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

Ratification of appointment of Deloitte Haskins & Sells, as Auditors

and to fix their remunerationIn Favour of the Proposal For

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

The Board of Directors of the Company be and is hereby

authorized to appoint Branch Auditors for any branch office of the

Company, whether existing or which may be opened/acquied

hereafter, in or outside India

In Favour of the Proposal For No instances of conflicts of interest are brought to the notice of shareholders.

Consent of the company be and is hereby accorded for payment of Rs.

300000 as remuneration to cost auditors-Mr. Rajashekhar & Co, Cost

Accountants, (Firm Reglstrat.on No 1OO325)of the company

In Favour of the Proposal For No instances of conflicts of interest are brought to the notice of shareholders.

The Company hereby approves the re-appomtment and terms of

remuneration including minimum remuneration of Mr. Bhaskar

Bhat (DIN: 00148778) as Managing Director of the Company

In Favour of the Proposal For Qualifications and prior experience of the candidate

Mr Ashwani Puri. (DIN 00(60662) a Non-Executive

DIrector of the Company, be and is hereby appointed as an

Independent Director of the Company.In Favour of the Proposal For Qualifications and prior experience of the candidate

Mr K Gnanadesikan, lAS (DIN 00(11798), be and is hereby appointed

as a Director of the CompanyIn Favour of the Proposal For Qualifications and prior experience of the candidate

To adopt the Audited Financial Statements relating to the year ended

31st March 2016 and Auditors Report and Directors Report thereon.In Favour of the Proposal For Financials don’t have any qualifications

To declare dividend In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To re appoint Mr. Kuldip Singh Dhingra DIN 00048406 as Director In Favour of the Proposal For Qualifications and prior experience of the candidate

To ratify appointment of M s S.R. Batliboi Co. LLP ICAI Firm

Registration No 301003E/E300005) as auditors of the Company and to

fix their remuneration

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To re appoint Mr Abhijit Roy DIN 03439064 as Managing Director and

CEO of the Company for a period of five years with effect from 1st July

2017 and determine his remuneration

In Favour of the Proposal For Qualifications and prior experience of the candidate

To approve grant of Stock Options to the employees of the Company In Favour of the Proposal For

ESOPs provide advantages like aligning the interest of the managers with those of

the owners. It is a noncash compensation tool to compete for the best human

resources.

To approve grant of Stock Options to the employees of the Company

subsidiary company iesIn Favour of the Proposal For

ESOPs provide advantages like aligning the interest of the managers with those of

the owners. It is a noncash compensation tool to compete for the best human

resources.

To ratify the remuneration payable to the Cost Auditors for the

financial year 2016 17In Favour of the Proposal For

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Adoption of Financial Statements for the year ended March 31, 2016.In Favour of the Proposal For Financials don’t have any qualifications

July-Sept 3-Aug-16 Titan Company Limited AGM Management

July-Sept 3-Aug-16 Berger Paints (I) Limited AGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Re-appointment of Mr. Ramesh Ramadurai, who retires by rotation.In Favour of the Proposal For Qualifications and prior experience of the candidate

Appointment of Messrs. BSR & Co. LLP, Chartered Accountants,

Bengaluru (ICAI Firm Registration No. 101248W/W-100022),

Bengaluru- 560071), as Auditors for a period five (5) years and fixing

their remuneration.

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Appointment of Ms. Radhika Rajan as an Independent Director.In Favour of the Proposal For Qualifications and prior experience of the candidate

Ratification of remuneration payable to Messrs. Rao, Murthy &

Associates, Cost Auditors for FY 2016-17. In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Appointment of Ms. Debarati Sen as Director of the Company.In Favour of the Proposal For Qualifications and prior experience of the candidate

Appointment of Ms. Debarati Sen as Managing Director of the

Company. In Favour of the Proposal For Qualifications and prior experience of the candidate

Approval of Material Related Party Transactions for the year 2016-17

with 3M Company, USA. In Favour of the Proposal Abstain Related party transaction

Payment of remuneration by way of Commission to Non-Executive

Directors of the Company for five (5) financial years commencing from

the Financial Year April 01, 2016.In Favour of the Proposal For

To continue to avail benefit of professional expertise and business exposure of

experienced persons on the board of the Company

Consider, approve and adopt for the year ended 31st March 2016 a.

Audited Standalone Financial Statements, Reports of the Board of

Directors and Auditors. b. Audited Consolidated Financial Statements

and the Report of the Auditors.

In Favour of the Proposal For Financials don’t have any qualifications

Confirmation of Dividend on equity sharesIn Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

Re-appointment of Mr. M M Murugappan (DIN 00170478) who is

retiring by rotation. In Favour of the Proposal For Qualifications and prior experience of the candidate

Appointment of M/s. Deloitte Haskins and Sells (Firm registration

no.008072S), Chartered Accountants as Statutory Auditors. In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Revision in terms of remuneration of Mr. K. Srinivasan, Managing

Director. In Favour of the Proposal For Qualifications and prior experience of the candidate

Ratification of the remuneration of Cost Auditor for the FY 2016-17In Favour of the Proposal For

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Approval of offer/invitation to subscribe to non-convertible

debentures on Private Placement basis. In Favour of the Proposal ForIn compliance with sections 42 and 71 of the Act, the approval granted by the

shareholders in the last AGM is required to be renewed

Adoption of the audited standalone financial statement of the

Company for the

Financial Year ended March 31, 2016, the reports of the Board of

Directors and

Auditors thereon

In Favour of the Proposal For Financials don’t have any qualifications

July-Sept 5-Aug-16 3M India Limited AGM Management

July-Sept 3-Aug-16Carborundum Universal

LimitedAGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Adoption of the audited consolidated financial statement of the

Company for

the Financial Year ended March 31, 2016 and the reports of the

Auditors thereon

In Favour of the Proposal For Financials don’t have any qualifications

Approval of final dividend for the Financial Year ended March 31, 2016

and to

ratify the interim dividend paid in February 2016

In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

Appointment of a director in place of Mr. Mark Smith, who retires by

rotation

and being eligible, seeks re-appointmentIn Favour of the Proposal For Qualifications and prior experience of the candidate

Appointment of a director in place of Mr. Casimiro Antonio Vieira

Leitao, who

retires by rotation and being eligible, seeks re-appointmentIn Favour of the Proposal For Qualifications and prior experience of the candidate

Appointment of Auditors to hold office from the conclusion of this

Fifty-Fifth

Annual General Meeting till the conclusion of Company’s Sixtieth

Annual General

Meeting

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Determination of remuneration payable to the Cost Auditors of the

Company In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Approval on material related party transactionIn Favour of the Proposal Abstain Related party transaction

Approval on material related party transactionIn Favour of the Proposal Abstain Related party transaction

Revision in remuneration of Mr. Anant J. Talaulicar, Managing Director In Favour of the Proposal For Qualifications and prior experience of the candidate

To receive, consider and adopt the Audited Financial Statements of

the Company for the financial year ended on March 31, 2016 together

with the Report of the Board of Directors and Auditors thereon and

the Consolidated Audited Financial Statements of the Company for the

financial year ended on March 31, 2016

In Favour of the Proposal For Financials don’t have any qualifications

To declare dividend on Equity Shares. In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Smt. Priti A Sureka

(DIN 00319256), who retires by rotation and being eligible, offers

herself for reappointment

In Favour of the Proposal For Qualifications and prior experience of the candidate

To appoint a Director in place of Shri Prashant Goenka (DIN

00703389), who retires by rotation and being eligible, offers himself

for reappointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

To appoint a Director in place of Shri A. V. Agarwal

(DIN 00149717), who retires by rotation and being eligible, offers

himself for reappointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

To ratify the appointment of M/s S. K. Agrawal & Co, Chartered

Accountants (Firm Registration No. 306033E) as the Statutory Auditors

of the financial year 2016-17 and to fix their remuneration.

In Favour of the Proposal For No instances of conflicts of interest are brought to the notice of shareholders.

The consent of Members of the Company be and is hereby accorded

to the re-appointment of Shri Mohan Goenka (DIN

00150034) as a Whole-time Director of the Company for the period of

five years with effect from January 15, 2016

In Favour of the Proposal For Qualifications and prior experience of the candidate

July-Sept 4-Aug-16 Cummins India Limited AGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

The consent of Members of the Company be and is hereby accorded

to the re- appointment of Shri H.V. Agarwal (DIN 00150089) as a

Whole-time Director of the Company for the

period of five years with effect from January 15, 2016

In Favour of the Proposal For Qualifications and prior experience of the candidate

The consent of Members of the Company be and is hereby accorded

to the re-appointment of Shri S.K. Goenka (DIN

00149916) as Managing Director of the Company for the period of five

years with effect from June 1, 2016

In Favour of the Proposal For Qualifications and prior experience of the candidate

Smt. Rama Bijapurkar(DIN 00001835) be and is hereby

regularized/appointed as an Independent Director of the Company for

a period of three years with effect from September 1, 2015

In Favour of the Proposal For Qualifications and prior experience of the candidate

Approval of the Members of the Company be and is hereby granted

for continuation of holding of office of Executive Chairman by Shri R.S.

Agarwal and of WTD by R.S. Goenka who has or will attained the age

of 70 years, upto the expiry of their present term of office.

In Favour of the Proposal For

The provision of new Companies Act, 2013 requires special resolution to be

passed for appointment of key managerial personnel of the Company who has

attained the age of 70 years

The consent of the Company be and is hereby given for

payment of remuneration of Rs. 1,35,000/- for conducting

audit of the cost records of the Company for the year 2016-17, to M/s.

V. K. Jain & Co., Cost Accountants who were re-appointed as Cost

Auditors of the Company by the Board

of Directors at its meeting held on May 5, 2016

In Favour of the Proposal For No instances of conflicts of interest are brought to the notice of shareholders.

Adoption of Financial Statements for the year ended 31st March 2016 In Favour of the Proposal For Financials don’t have any qualifications

Reappointment of Shri.P.R.Ramasubrahmaneya Rajha, as Director In Favour of the Proposal For Qualifications and prior experience of the candidate

Reappointment of M/s.M.S.Jagannathan and N.Krishnaswami,

Chartered Accountants, and M/s.CNGSN and Associates LLP,

Chartered Accountants, as Auditors

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Reappointment of Shri.P.R.Ramasubrahmaneya Rajha as the Chairman

and Managing Director In Favour of the Proposal For Qualifications and prior experience of the candidate

To consider and adopt:

a. the Standalone Audited Financial Statements of the Company for

the financial year ended March 31, 2016 including the Audited Balance

Sheet as at March 31, 2016, Statement of Profit & Loss and Cash Flow

Statement for the year ended on that date and the Reports of the

Board of

Directors and Auditors thereon.

b. the Consolidated Audited Financial Statements of the Company for

the financial year ended March 31, 2016 including the Audited Balance

Sheet as at March 31, 2016, Statement of Profit & Loss and Cash Flow

Statement for the year ended on that date and the Report of the

Auditors

thereon.

In Favour of the Proposal For Financials don’t have any qualifications

To confirm the 3 (three) interim dividends (aggregating to 90% of the

face value) declared and paid on equity shares for the year 2015-16 as

final dividend.

In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Mr. Anil Kumar Chandaria (DIN –

00296538), who retires by rotation and being eligible, o"ers himself

for re-appointment

In Favour of the Proposal For Qualifications and prior experience of the candidate

July-Sept 3-Aug-16 Emami Limited AGM Management

July-Sept 4-Aug-16

The Ramco Cements

Limited AGM Management

July-Sept 5-Aug-16 Aegis Logistics Limited AGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

To ratify the appointment of Messrs. Deloitte Haskins & Sells LLP,

Chartered Accountants (ICAI Firm Registration No. 117366W/ W-

100018) as Statutory Auditors of the Company

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Ms. Poonam Ravi Kumar (DIN – 00212786) be and is hereby appointed

as independent director of the company.In Favour of the Proposal For Qualifications and prior experience of the candidate

Mr. Raj Kishore Singh (DIN 00071024) be and is hereby appointed as

director of the company.In Favour of the Proposal For Qualifications and prior experience of the candidate

Consent of the members be and is hereby accorded

to authorize the Directors and Key Managerial Personnel of the

Company to determine and charge from the members such amount as

may be deemed fit as an advance amount being equivalent to the

estimated actual expenses for delivery of the documents to the

members in a mode specified by the member.

In Favour of the Proposal ForAs per the Companies Act, 2013, a member can request for any document by

paying a particular fees for dispatch of such documents.

Adoption of audited financial statements including audited

consolidated financial statements of the Company for the "nancial

year ended March 31, 2016 together with the reports of the Board of

Directors and Auditors’

thereon

In Favour of the Proposal For Financials don’t have any qualifications

Confirmation of Interim Dividends declared during the financial year

ended

March 31, 2016

In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

Re-appointment of Mr. Rajen Mariwala as a Director In Favour of the Proposal For Qualifications and prior experience of the candidate

Ratification of the appointment of M/s. Price Waterhouse, Chartered

Accountants as the Statutory Auditors of the Company.In Favour of the Proposal For

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Ratification of the remuneration payable to M/s. Ashwin Solanki &

Associates, Cost Accountants for the "nancial year ended March 31,

2017

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Approval of the Marico Employee Stock Option Plan 2016 and granting

of stock options to the eligible employees of the Company under the

Plan

In Favour of the Proposal For

ESOPs provide advantages like aligning the interest of the managers with those of

the owners. It is a noncash compensation tool to compete for the best human

resources.

Approval of the grant of stock options to the eligible employees of the

Company’s subsidiaries under the Marico Employee Stock Option Plan

2016.

In Favour of the Proposal For

ESOPs provide advantages like aligning the interest of the managers with those of

the owners. It is a noncash compensation tool to compete for the best human

resources.

July-Sept 6-Aug-16 IIFL Holdings Limited PB Management

Consent of the Company be and is hereby accorded to the Board to

make loan(s), give any guarantee(s), provide any security (ies), acquire

or invest in the securities of any subsidiary/group companies/body-

corporate/person up to a limit not exceeding Rs. 20,000 Crore

notwithstanding that the aggregate of such loan etc may exceed the

limits prescribed under the said Section.

In Favour of the Proposal For To meet the business requirement of group companies and associate companies.

To receive, consider and adopt the Audited Financial

Statements of the Company for the financial year

ended March 31, 2016 together with the Reports of the

Board of Directors and Auditors thereon

In Favour of the Proposal For Financials don’t have any qualifications

To confirm the payment of interim dividend of Rs. 4.25/- per share of

Re. 1/- Equity Share for the financial year ended March 31, 2016 .In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Dr. Ramachandra N Galla

(DIN : 00133761), who retires by rotation, and being

eligible, offers himself for re-appointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

Ratification of appointment of Deloitte Haskin & Sells, as

Statutory Auditors of the companyIn Favour of the Proposal For

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

July-Sept 5-Aug-16 Marico Limited AGM Management

July-Sept 6-Aug-16Amara Raja Batteries

LimitedAGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Mr. Raphael John Shemanski (DIN 07462586), be and is hereby

appointed as the Director of the CompanyIn Favour of the Proposal For Qualifications and prior experience of the candidate

Ratification of remuneration payable to M/s Sagar & Associates, Cost

Auditors for the financial year

2016-17

In Favour of the Proposal For No instances of conflicts of interest are brought to the notice of shareholders.

To receive, consider and adopt the Audited Financial

Statements (including Audited Consolidated Financial

Statements) for the financial year ended 31 March, 2016

and the Reports of the Directors and Auditors thereon.

In Favour of the Proposal For Financials don’t have any qualifications

To declare dividend for the financial year ended 31

March, 2016.In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Mr. Nusli N Wadia

(holding DIN: 00015731), who retires by rotation in

terms of Section 152(6) of the Companies Act, 2013 and

being eligible, offers himself for re-appointment

In Favour of the Proposal For Qualifications and prior experience of the candidate

M/s. B S R & Co. LLP., Chartered Accountants (Firm

Reg. No. 101248W/W-100022), be and are hereby

re-appointed as Statutory Auditors of the Company

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To receive, consider and adopt the Audited Financial

Statements (including Balance sheetas at 31 March, 2016 and

statement of P/L for the year ended on that date

and the Reports of the Directors and Auditors thereon.

In Favour of the Proposal For Financials don’t have any qualifications

To appoint a Director in place of Mr. Niket Ghate (DIN: 00001925),

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

appointment

In Favour of the Proposal For Qualifications and prior experience of the candidate

M/s. Price Waterhouse, Chartered Accountants (Firm

Reg. No. 301112E), be and are hereby appointed as Statutory Auditors

of the Company

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

In supersession of the Special Resolution passed at the 69th AGM, all

the Registers to be kept and maintained by the Company, be kept and

maintained at the office of the company’s Registrar and Share Transfer

Agents M/s Link Intime India Private Ltd., at C -13, Pannalal Silk Mills

Compound, LBS Road Bhandup West, Mumbai 400078, instead of the

Registered Office of the Company.

In Favour of the Proposal For AS per SEBI's Interim order

To receive, consider and adopt:

a. the Audited Financial Statements of the Company for the financial

year ended March 31, 2016 together with the Reports of the Board of

Directors and the Auditors thereon; and

b. the Audited Consolidated Financial Statements of

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

with the Report of the Auditors thereon.

In Favour of the Proposal For Financials don’t have any qualifications

To confirm the Interim Dividend paid by the Company, as

final dividend for the year ended March 31, 2016In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Mr. Arnab Banerjee

(DIN: 06559516), who retires by rotation and, being eligible, has

offered himself for re-appointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

To ratify the appointment of Messrs S R B C & CO LLP, Chartered

Accountants (Firm Registration No. 324982E/E300003), as the

Statutory Auditors of the Company

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Mr. Paras K. Chowdhary (DIN: 00076807), a Non-Executive Director of

the Company, be and is hereby appointed as independent director of

the company.

In Favour of the Proposal For Qualifications and prior experience of the candidate

July-Sept 9-Aug-16 CEAT Limited AGM Management

July-Sept 8-Aug-16Britannia Industries

LimitedAGM Management

July-Sept 8-Aug-16Colgate Palmolive

(India) LimitedAGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

The remuneration of Rs 3,00,000/- and reimbursement of out-of-

pocket expenses at actual plus applicable taxes, as approved by the

Board of Directors of the Company, to be paid to Messrs N. I. Mehta &

Co., Cost Accountants, for

conducting the audit of the cost records of the Company

for the financial year ending March 31, 2017, be and is

hereby ratified and confirmed.

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Approval of the members be and is hereby accorded to offer and

invite subscription for debt securities not exceeding Rs. 500 crore

through private placement, within the borrowing limits.

In Favour of the Proposal ForTo meet long term capital requirement for financing ongoing capital expenditure

and for general corporate purpose

Adoption of audited financial statements (including consolidated

financial statements) for the financial year ended 31 March, 2016In Favour of the Proposal For Financials don’t have any qualifications

Re-appointment of Mr. Vneet S Jaain (DIN: 00053906), as a

Director of the Company who retires by rotationIn Favour of the Proposal For Qualifications and prior experience of the candidate

Ratification of appointment of M/s. Deloitte Haskins & Sells,

Statutory Auditors and to fix their remuneration for the financial

year ended 31st March, 2017

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Approval for increasing in borrowing limits of the Company under

Section 180(1)(c) of the Companies Act, 2013In Favour of the Proposal For

to meet the long term finance and assists in general corporate purposes. If the

funds are utilized in a manner which generates higher profits it will increase

shareholders return

Approval of offer or invitation to subscribe to Securities for an amount

not exceeding ` 10,000 CroresIn Favour of the Proposal For

For funding capital expenditure, long term working capital requirements,

expansion of the existing business

Approval of offer or invitation to subscribe to Non-Convertible

Debentures on private placement basisIn Favour of the Proposal For

to meet the long term finance and assists in general corporate purposes. If the

funds are utilized in a manner which generates higher profits it will increase

shareholders return

Ratification of the Remuneration of the Cost Auditors In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Approval/ratification of material related party transactions entered

into by the Company during the financial year ended 31st March,

2016

In Favour of the Proposal Abstain Related party transaction

To receive, consider and adopt the audited financial

statements (including audited consolidated financial

statements) for the financial year ended on March 31, 2016

and the Reports of the Board of Directors and Auditors

thereon

In Favour of the Proposal For Financials don’t have any qualifications

To confirm the payment of interim dividend on Equity

SharesIn Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To declare dividend on Preference Shares In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Dr. Malay Mahadevia (DIN:

00064110), who retires by rotation and being eligible, offers

himself for re-appointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

Ratification of appointment of M/s. S R B C & CO LLP, Statutory

Auditors and fixing their remunerationIn Favour of the Proposal For

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

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

In Favour of the Proposal For Qualifications and prior experience of the candidate

Approval of offer or invitation to subscribe to Securities for an amount

not exceeding Rs. 10,000 CroresIn Favour of the Proposal For For growth and expansion needs

Approval of offer or invitation to subscribe to Non-Convertible

Debentures on private placement basisIn Favour of the Proposal For to meet the long term finance and assists in general corporate purposes.

Approval for increasing the FIIs/FPIs limit to 49% of the paid-up equity

share capital of the CompanyIn Favour of the Proposal For

with a view to provide furthermore space for FIIs/FPIs to invest in the equity share

capital of the company

July-Sept 9-Aug-16 Adani Power Limited AGM Management

July-Sept 9-Aug-16Adani Ports and Special

Economic Zone LtdAGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

To receive, consider and adopt

(a) the Audited Standalone Financial Statements of the

Company for the Financial Year ended March 31, 2016

together with the Reports of the Board of Directors and

the Auditors thereon; and

(b) the Audited Consolidated Financial Statements of the

Company for the Financial year ended March 31, 2016

together with the Report of the Auditors thereon.

In Favour of the Proposal For Financials don’t have any qualifications

To declare a dividend on Ordinary Shares and ‘A’ Ordinary Shares.In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Mr Ravindra Pisharody (DIN:

01875848), who retires by rotation and being eligible, o ffers himself

for re-appointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

The Company hereby ratifi es and confi rms the appointment of

Deloitte Haskins & Sells LLP, Chartered Accounts (ICAI Firm

Registration No.117366W/W-100018) as Auditors of the Company

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Mr Guenter Butschek (DIN: 07427375), be and is

hereby appointed as a Director of the Company.In Favour of the Proposal For Qualifications and prior experience of the candidate

Approval of the members of the Company, be and is hereby accorded

to the appointment of Mr. Guenter Butschek (DIN: 07427375) as the

CEO and MD of the Company for a period of 5 years.

In Favour of the Proposal For Qualifications and prior experience of the candidate

The Company do hereby accord their approval for the re-appointment

and terms of remuneration of Mr Ravindra Pisharody (DIN: 01875848)

as the Executive Director (Commercial Vehicles) of the Company.

In Favour of the Proposal For Qualifications and prior experience of the candidate

The Company do hereby accord their approval for the re-appointment

and terms of remuneration of Mr Satish Borwankar (DIN: 01793948)

as the Executive Director (Quality) of the Company.In Favour of the Proposal For Qualifications and prior experience of the candidate

the remuneration of Rs.5,00,000/- ++ incurred in connection with the

audit payable to M/s Mani & Co., Cost Accountants (Firm Registration

No. 000004) as Cost Auditors to conduct the Audit of the relevant cost

records of the Company, for the financial year ending March 31, 2017

be and is hereby ratified and confirmed.

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Approval of the Members be and is hereby granted to the Board, for

making offer(s) or invitation(s) to subscribe to the issue of NCDs on a

private placement basis, such that that the aggregate amount does not

exceed Rs. 3,000 crores and that the said borrowing is within the

overall borrowing limit of the Company.

In Favour of the Proposal For

Issuing of debentures does not dilute the control of the existing shareholders or

the owners of the company over their business. If the same fund is raised using

equity finance, the control of existing shareholders would dilute proportionately.

To receive, consider and adopt:

a. the Audited Standalone Financial Statement of the Company for

the "nancial year ended March 31, 2016 together with the reports of

the Board of Directors’ and Auditors’ thereon; and

b. the Audited Consolidated Financial Statement of the Company for

the "nancial year ended March 31, 2016 together with the report of

Auditors’ thereon.

In Favour of the Proposal For Financials don’t have any qualifications

July-Sept 9-Aug-16Tata Motors Limited

DVRAGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

To appoint a Director in place of Mrs. Arathi Shetty (DIN:00088374),

who retires by rotation and being eligible, offers herself for re-

appointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

M/s. Shaparia Mehta & Associates LLP, Chartered Accountants (Firm

Registration No. 112350W/W-100051) be and are hereby appointed as

Joint Statutory Auditors of the Companyin place of the retiring Joint

Statutory Auditors M/s. Appan & Lokhandwala Associates, Chartered

Accountants (Firm Registration No. 117040W),

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Consent of the Company be and is hereby accorded for appointment

of Mr. Adarsh Hegde (DIN:00035040) as Joint

Managing Director of the Company, for a period of "ve (5) years

In Favour of the Proposal For Qualifications and prior experience of the candidate

To receive, consider and adopt the Audited Financial StateTment

(including Audited Consolidated Financial Statement) of the Company

for the Financial Year ended 31 March, 2016 and the Reports of the

Board of Director and Auditors thereon.

In Favour of the Proposal For Financials don’t have any qualifications

To declare a dividend on Ordinary (Equity) Shares In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Mr. S. B. Mainak

(DIN:02531129), who retires by rotation and, being eligible, offers

himself for re-appointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

The Company hereby ratifies the appointment of Messrs Deloitte

Haskins & Sells, Chartered Accountants (ICAI Firm Registration Number

117364W) as Auditors of the Company

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

The remuneration payable to Messrs D. C. Dave & Co., Cost

Accountants having Firm Registration Number 000611, appointed by

the Board of

Directors of the Company as Cost Auditors to conduct the audit of the

cost records of the Company for the Financial Year ending 31st March,

2017, amounting to Rs. 7,50,000

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Approval of the Members be and is hereby accorded to authorise the

Board to borrow by way of securities to be issued under Private

Placement basis, aggregating upto an amount not exceeding Rs. 5,000

cr., provided that the said borrowing shall be within the overall

borrowing limits of the Company.

In Favour of the Proposal Forto augment resources for the ongoing capital expenditure, long term working

capital /short term working capital and for general corporate purposes

The consent of the Members be accorded for keeping the Register of

Members together with other documents at the office premises of the

Company’s new Registrar & Share Transfer Agents viz. Karvy

Computershare Private Limited (R&T Agents) at 24 B, Rajabahadur

Mansion, Ground Floor, Ambalal Doshi Marg, Mumbai, Maharashtra

400023 and/or at such places within Mumbai where the R&T Agents

may have their office from time to time and/or at the Registered

Office of the Company at Gateway Building, Apollo Bunder, Mumbai –

400 001 and/or at the Company’s Corporate Of fice at Mahindra

Towers, Dr. G. M. Bhosale Marg, P. K. Kurne Chowk, Worli, Mumbai –

400 018.

In Favour of the Proposal For As per SEBI's interim order

July-Sept 10-Aug-16Allcargo Logistics

LimitedAGM Management

July-Sept 10-Aug-16Mahindra & Mahindra

LimitedAGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

To receive, consider and adopt

(a) the Audited Standalone Financial Statements of the

Company for the Financial Year ended March 31, 2016

together with the Reports of the Board of Directors and

the Auditors thereon; and

(b) the Audited Consolidated Financial Statements of the

Company for the Financial year ended March 31, 2016

together with the Report of the Auditors thereon.

In Favour of the Proposal For Financials don’t have any qualifications

To declare a dividend on Ordinary Shares and ‘A’ Ordinary Shares.In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Mr Ravindra Pisharody (DIN:

01875848), who retires by rotation and being eligible, o ffers himself

for re-appointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

The Company hereby ratifi es and confi rms the appointment of

Deloitte Haskins & Sells LLP, Chartered Accounts (ICAI Firm

Registration No.117366W/W-100018) as Auditors of the Company

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Mr Guenter Butschek (DIN: 07427375), be and is

hereby appointed as a Director of the Company.In Favour of the Proposal For Qualifications and prior experience of the candidate

Approval of the members of the Company, be and is hereby accorded

to the appointment of Mr. Guenter Butschek (DIN: 07427375) as the

CEO and MD of the Company for a period of 5 years.

In Favour of the Proposal For Qualifications and prior experience of the candidate

The Company do hereby accord their approval for the re-appointment

and terms of remuneration of Mr Ravindra Pisharody (DIN: 01875848)

as the Executive Director (Commercial Vehicles) of the Company.

In Favour of the Proposal For Qualifications and prior experience of the candidate

The Company do hereby accord their approval for the re-appointment

and terms of remuneration of Mr Satish Borwankar (DIN: 01793948)

as the Executive Director (Quality) of the Company.In Favour of the Proposal For Qualifications and prior experience of the candidate

the remuneration of Rs.5,00,000/- ++ incurred in connection with the

audit payable to M/s Mani & Co., Cost Accountants (Firm Registration

No. 000004) as Cost Auditors to conduct the Audit of the relevant cost

records of the Company, for the financial year ending March 31, 2017

be and is hereby ratified and confirmed.

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Approval of the Members be and is hereby granted to the Board, for

making offer(s) or invitation(s) to subscribe to the issue of NCDs on a

private placement basis, such that that the aggregate amount does not

exceed Rs. 3,000 crores and that the said borrowing is within the

overall borrowing limit of the Company.

In Favour of the Proposal For

Issuing of debentures does not dilute the control of the existing shareholders or

the owners of the company over their business. If the same fund is raised using

equity finance, the control of existing shareholders would dilute proportionately.

Adoption of financial statements In Favour of the Proposal For Financials don’t have any qualifications

Declaration of dividend In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To ratify the appointment of Messrs. Deloitte Haskins & Sells LLP,

Chartered Accountants (ICAI Firm Registration No. 117366W/ W-

100018) as Statutory Auditors of the Company

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To appoint a director in place of Mr. Venkatesh Natarajan In Favour of the Proposal For Qualifications and prior experience of the candidate

To appoint a director in place of Mr. Jayanta Basu In Favour of the Proposal For Qualifications and prior experience of the candidate

July-Sept 9-Aug-16 Tata Motors Limited AGM Management

July-Sept 10-Aug-16Ujjivan Financial

Services LimitedAGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

The Employee Stock Option Plan 2015 which was approved by the

shareholders and formulated prior to the IPO and prior to the listing of

the equity shares of the company be and is hereby ratified for any

fresh grants out of the approved pool of ESOP 2015.

In Favour of the Proposal For To comply with SEBI regulations on ESOP

To consider and adopt the audited financial statements of the

Company for the financial year ended on 31st March, 2016 and the

Reports of the Auditors and Directors thereon.

In Favour of the Proposal For Financials don’t have any qualifications

To appoint a Director in place of Mr. Punit Gopikishan Makharia (DIN:

01430764), who retires by rotation and being eligible, offers himself

for re-appointment.

In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Mr. Gautam Gopikishan Makharia

(DIN: 01354843), who retires by rotation and being eligible, offers

himself for re-appointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

Appointment of Statutory Auditors to fill casual vacancy. In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Appointment of Statutory Auditor. In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Appointment of Mr. Ramakant Madhav Nayak (DIN: 00129854) as an

Independent Director.In Favour of the Proposal For Qualifications and prior experience of the candidate

Appointment of Mr. Dinesh Navnitlal Modi (DIN: 00004556) as an

Independent DirectorIn Favour of the Proposal For Qualifications and prior experience of the candidate

Appointment of Mr. Nirmal Bhagirathprasad Kedia (DIN: 00050769) as

an Independent DirectorIn Favour of the Proposal For Qualifications and prior experience of the candidate

Ratification of Remuneration to Mr. Dilip Bathija & Co., the Cost

Auditor.In Favour of the Proposal For

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Re-appointment of Mr. Punit Makharia as a Chairman & Managing

Director (DIN: 01430764)In Favour of the Proposal For Qualifications and prior experience of the candidate

Re-appointment of Mr. Gautam Gopikishan Makharia as a Joint

Managing Director (DIN: 01354843)In Favour of the Proposal For Qualifications and prior experience of the candidate

To receive, consider and adopt the standalone and consolidated

financial statements of the Company for the financial year ended

March 31, 2016

In Favour of the Proposal For Financials don’t have any qualifications

Declaration of Dividend on equity shares In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

Re-appointment of Mr. Mark Chin Kok Chong (DIN:06638569) as a

Director liable to retire by Rotation.In Favour of the Proposal For Qualifications and prior experience of the candidate

Ratification of the appointment of M/s. S. R. Batliboi & Associates LLP,

Chartered Accountants, Gurgoan, (Registration no. 101049W) as the

Statutory Auditors of the Company.

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Appointment of Mr. Rajan Bharti Mittal (DIN: 00028016) as a Director,

liable to retire by rotation.In Favour of the Proposal For Qualifications and prior experience of the candidate

Adoption of financial statements In Favour of the Proposal For Financials don’t have any qualifications

To Declare dividend on equity shares In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a director in place of Ms. M V Garware, and offers herself

for re-appointmentIn Favour of the Proposal For Qualifications and prior experience of the candidate

To ratify the appointment of Messrs. Patki & Soman as Statutory

Auditors of the Company In Favour of the Proposal For

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

The payment of remuneration of Rs. 4,65,000/- to M/s. Joshi Apte &

Associates, appointed as a Cost Auditors to conduct the Audit of the

Cost Records, be and is hereby ratified and approved.

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

July-Sept 10-Aug-16

Shreee Pushkar

Chemicals & Fertilisers

Limited

AGM Management

July-Sept 10-Aug-16 Bharti Infratel Limited AGM Management

July-Sept 10-Aug-16Garware-Wall Ropes

LimitedAGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Approval of the Company be and is hereby accorded for

re-appointment of Mr. V. R. Garware (DIN 00092201), as a Managing

Director of the Company to be designated as Chairman & Managing

Director for a period of 5 years effective from 1st December, 2016,

In Favour of the Proposal For Qualifications and prior experience of the candidate

July-Sept 10-Aug-16 MT Educare Limited EGM Management Appointment of Statutory Auditor to fill casual vacancy. In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To receive, consider and adopt the audited nancial statements

(including the consolidated nancial statements) of the 174 Company

for the nancial year ended 31st March, 2016 together with the reports

of the directors’ and the auditors

In Favour of the Proposal For Financials don’t have any qualifications

To declare final dividend on equity shares for the financial year

ended 31st March, 2016In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a director in place of Mr. Sanjay S.Math (DIN 01874086),

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

appointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

Appointment of Auditors. In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To ratify a consolidated remuneration of ` 4,00,000/- plus service tax,

as applicable and out of pocket expenses payable to M/s. S. R.

Bhargave & Co., Cost Accountants who have been appointed by the

Board of Directors of the Company for the audit of the cost records of

the Company for the nancial year ending 31

st March, 2017

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To give approval for making offer(s) or invitation(s) to subscribe to

secured Non-Convertible Debentures (“NCD”) on a private placement

basis in one or more tranches during a period of one year from the

date of passing of this resolution within the overall borrowing limits of

the Company, as approved by the members, from time to time.

In Favour of the Proposal ForIssuing of debentures does not dilute the control of the existing shareholders or

the owners of the company over their business.

To give approval for re-appointment of Mr. Prakash P. Chhabria (DIN

00016017) as Whole-time Director designated as Executive Chairman

and remuneration payable to him with effect from 1st December,

2016

In Favour of the Proposal For Qualifications and prior experience of the candidate

To give approval for re-appointment of Mr. Sanjay S. Math (DIN

01874086) as Managing Director who shall be Whole-time Director

and remuneration payable to him with effect from 1st December,

2016

In Favour of the Proposal For Qualifications and prior experience of the candidate

To receive, consider and adopt the audited 31st

March, 2016, the Reports of the Board of

Directors and the Auditors thereon.

In Favour of the Proposal For Financials don’t have any qualifications

To declare a final dividend of Rs. 24 per share and to confirm interim

dividends of Rs. 61 per share, already paid for the year ended 31st

March 2016.

In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in the place of

Mr. Pius Thomas [DIN: 06375352] who retires

by rotation and being eligible, offers himself for

reappointment

In Favour of the Proposal For Qualifications and prior experience of the candidate

To appoint a Director in the place of

Mr. Shamir Genomal [DIN: 00871383] who

retires by rotation and being eligible, offers

himself for reappointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

July-Sept 11-Aug-16 Page Industries Limited AGM Management

July-Sept 11-Aug-16

Finolex Industries

Limited AGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Consent of the members be and is hereby accorded to appoint M/s. S

R Batliboi & Associates LLP (ICAI Firm Registration No.

101049W/E300004) as the auditors of the Company.

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Re-appointment of Mr. Sunder Genomal (DIN: 00109720) as Managing

Director.In Favour of the Proposal For Qualifications and prior experience of the candidate

Approval of the Company be and is hereby accorded for the payment

of a sum not exceeding Rs. 6.00 million (Rupees Six million only),

(excluding sitting fees) subject to the limit prescribed in the Companies

Act, 2013, to be paid to and distributed amongst

the Directors of the Company or some or any of them.

In Favour of the Proposal For Given their qualifications and responsibilities, remuneration seems justified

To receive, consider and adopt the Audited Financial Statements of

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

with the Reports of Board of Directors and Auditors thereon.In Favour of the Proposal For Financials don’t have any qualifications

M/s. Sharp and Tannan, Chartered Accountants, having Firm

Registration No. 109982W, retiring Auditors of the Company, be and

are hereby re-appointed as Statutory Auditors of the Company on a

remuneration of Rs.40,00,000/-

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Appointment of Mr. Shantanu Khosla as the Director of the CompanyIn Favour of the Proposal For Qualifications and prior experience of the candidate

Appointment of Mr. Shantanu Khosla as the Managing Director of the

Company and approval of his remuneration In Favour of the Proposal For Qualifications and prior experience of the candidate

Appointment of Mr. H. M. Nerurkar as an Independent DirectorIn Favour of the Proposal For Qualifications and prior experience of the candidate

Appointment of Ms. Sonia N. Das as a Director of the Compan In Favour of the Proposal For Qualifications and prior experience of the candidate

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

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Payment of Commission to Non - Executive Independent Directors of

the CompanyIn Favour of the Proposal For

Considering the significant role in the growth of the Company and taking into

account the role and responsibilities of the Directors

To receive, consider and adopt

a) the audited financial statements, including audited Balance Sheet

and Profit and Loss Account of the Bank for

the financial year ended March 31,2016 and the Reports of the Board

of Directors and the Auditors thereon; and

b) the audited consolidated financial statements, including audited

consolidated Balance Sheet and Profit and Loss Account of the Bank

for the financial year ended March 31, 2016 and the Report of the

Auditors thereon;

In Favour of the Proposal For Financials don’t have any qualifications

To declare a dividend. In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Mr. Shyam Srinivasan, who retires by

rotation, and being eligible, offers himself for

re-appointment.In Favour of the Proposal For Qualifications and prior experience of the candidate

July-Sept 11-Aug-16

Crompton Greaves

Consumer Electricals

Limited

AGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

M/s. B S R & Co. LLP, Chartered Accountants, Mumbai,

(ICAI FRN-101248 W) together with M/s M M Nissim & Co, Mumbai,

(ICAI FRN-107122 W) be and are hereby appointed

as Joint Central Statutory Auditors of the Bank, in place of the retiring

auditors M/s Deloitte Haskins & Sells, Chennai and M.P. Chitale & Co,

Mumbai,

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Board of Directors be and is hereby authorised to arrange for the audit

of the Bank's branches for the accounting year 2016-17 and to appoint

and fix the remuneration of branch auditors in consultation with the

Central Statutory Auditors for the purpose.

In Favour of the Proposal For No instances of conflicts of interest are brought to the notice of shareholders

Mr. C Balagopal (DIN- 00430938), be and is hereby appointed as an

Independent Director of the Bank, for a period of three (3) years with

effect from the date of this AGM

In Favour of the Proposal For Qualifications and prior experience of the candidate

Approve the payment of remuneration of Rs.15,00,000/- per annum to

Mr.Nilesh Vikamsey (DIN- 00031213), Chairman of the Bank, as

approved by the Reserve Bank of India and pursuant to the applicable

provisions of the Banking Regulation Act, 1949

In Favour of the Proposal For Given his qualifications, remuneration seems justified

a) The approval of the Members of the Bank be and is hereby

accorded for payment of remuneration to Mr. Shyam Srinivasan (DIN-

2274773), Managing Director & Chief Executive Officer of the Bank,

with effect from September 23, 2015

b)The variable pay of Mr. Shyam Srinivasan, Managing Director and

Chief Executive Officer of the Bank, as approved by Reserve Bank of

India for the year ended 31st March 2015, be and is hereby approved

In Favour of the Proposal For Given his qualifications, remuneration seems justified

Approval of the Members of the Bank be and is hereby accorded for

appointment of Mr. Ashutosh Khajuria

(DIN 05154975) as the Executive Director of the Bank designated as

“Executive Director & Chief Financial Officer” of the Bank for a period

of 2 years, with effect from 28 January 2016.

In Favour of the Proposal For Qualifications and prior experience of the candidate

Approval of the Members of the Bank be and is hereby accorded for

appointment of Mr. Ganesh Sankaran as the Executive Director of the

Bank designated as “Executive Director.

Mr. Ganesh Sankaran be paid remuneration by way of salary,

allowances and perquisites, as the Executive Director designated as

“Executive Director of the Bank”.

In Favour of the Proposal For Qualifications and prior experience of the candidate

The variable pay of Mr. Abraham Chacko, erstwhile Executive Director,

as approved by Reserve Bank of India for the year 2014-15, be and is

hereby approved.In Favour of the Proposal For Approved by RBI

Consent of the shareholders, be and is hereby accorded to the

alteration of the Bank's Memorandum of Association in the manner

and to the extent provided in the notice.

In Favour of the Proposal For Resolution to align the activities by the bank

The Articles of Association of the Bank be and are hereby altered by

replacing /incorporating the amended Articles as per the indicative list

included in the statement

In Favour of the Proposal For Changes are in line with the Companies Act

July-Sept 11-Aug-16The Federal Bank

LimitedAGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Approval of the Members of the Bank be and is hereby accorded for

borrowing/ raising funds in Indian currency by issue of debt

instruments including but not limited to bonds and non-convertible

debentures upto Rs. 4,000 crore

In Favour of the Proposal For In-line with the business requirements of the Bank

To receive, consider and adopt the audited financial statements of the

Company for the 18 months period ended 31st March, 2016 and the

Reports of the Board of Directors and Auditors thereon and the

audited consolidated financial statements of the Company for the 18

months period ended 31st March,2016 and the Reports of

the Auditors thereon.

In Favour of the Proposal For Financials don’t have any qualifications

To declare a final dividend on Equity Shares. In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Mr Rahul Mammen Mappillai (DIN:

03325290), who retires by rotation, and being eligible, offers himself

for re-appointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

To appoint Messrs. SCA AND ASSOCIATES (Firm Regn. No.

101174W), as Joint Statutory Auditors of the Company, to hold office

for a period of 5 consecutive financial years

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To appoint Messrs. Sastri & Shah (Firm Regn. No. 003643S), the Joint

Statutory Auditors to hold office as Joint Statutory Auditor In Favour of the Proposal For

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Dr.(Mrs) Cibi Mammen (DIN: 00287146)be and is hereby appointed as

a Director of the Company, liable to retire by rotation”In Favour of the Proposal For Qualifications and prior experience of the candidate

Mrs. Ambika Mammen (DIN: 00287074)be and is hereby

appointed as a Director of the Company, liable to retire by rotationIn Favour of the Proposal For Qualifications and prior experience of the candidate

Mr. C. Govindan Kutty, Cost Accountant (Mem. No. 2881), appointed

as Cost Auditor by the Board of Directors of the Company to conduct

an audit of the Cost Records of the Company for the financial year

ending 31st March, 2017, be paid a remuneration of Rs 5,85,000/-

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To receive, consider, approve and adopt the Audited Standalone

Financial Statements for the Financial Year ended 31st March, 2016

together with the reports of the Board of Directors and Auditors

thereon.

In Favour of the Proposal For Financials don’t have any qualifications

To receive, consider, approve and adopt the Audited Consolidated

Financial Statements for the Financial Year ended 31st March, 2016

together with the report of

the Auditors thereon.

In Favour of the Proposal For Financials don’t have any qualifications

To declare final dividend on Equity Shares for the financial year ended

31st March, 2016. In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Mr. Rajesh Desai (DIN 00050838) who

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

appointment as per Section 152(6) of

the Companies Act, 2013.

In Favour of the Proposal For Qualifications and prior experience of the candidate

he appointment of M/s Walker Chandiok & Co LLP, Chartered

Accountants (Firm Registration No. 001076N) as Statutory Auditors of

the Company for a term of 5 years

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

July-Sept 11-Aug-16 MRF Limited AGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

The remuneration of Rs. 1.27 million for the Financial Year ending 31st

March, 2017 as approved by the Board of Directors of the Company to

be paid to Sevekari, Khare & Associates, Cost Accountants for the

conduct of the cost audit of cost records of the Company, be and

is hereby ratified and confirmed.

In Favour of the Proposal For No instances of conflicts of interest are brought to the notice of shareholders.

Mr. Milind Sarwate (DIN 00109854) be and is hereby appointed as a

Director of the Company in the category of a Non-Executive

Independent Director for a term of "ve years i.e. up to 28th October,

2020 and not liable to retire by rotation.

In Favour of the Proposal For Qualifications and prior experience of the candidate

consent of the Company, be and is hereby accorded to the re-

appointment of Mr. Rajesh Desai (DIN 00050838) as Executive Director

in the whole-time employment of the Company and designated as

Executive Director for a period of 1 year

In Favour of the Proposal For Qualifications and prior experience of the candidate

The Company be and is hereby authorised to formulate an Employee

Stock Option Scheme 2016 to enable grant of options, issue and

allotment not exceeding 5% of the Company’s paid up equity capital as

at March 31, 2016 for the benefit of permanent employment of the

Company(incl. subsidiaries)

In Favour of the Proposal For

Employee Stock Options are an opportunity for employees to share in a

Company’s growth and align their interests with those of the Company, besides

being a tax efficient performance linked reward mechanism, to attract, retain and

motivate talented human resources for the Company.

To receive, consider and adopt the Audited Standalone Financial

Statements of the Company for the Financial Year ended

March 31, 2016 and the Reports of the Board of Directors and the

Auditors thereon.

In Favour of the Proposal For Financials don’t have any qualifications

To receive, consider and adopt the Audited Consolidated

Financial Statements of the Company for the Financial Year ended

March 31, 2016 and the Report of the Auditors thereon.

In Favour of the Proposal For Financials don’t have any qualifications

To declare dividend of Rs. 8 per Ordinary (equity) Share of Rs. 10 each

for Financial Year 2015-16.In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in the place of Mr. Cyrus P. Mistry

(DIN: 00010178), who retires by rotation and, being eligible, seeks re-

appointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

The appointment of Messrs Deloitte Haskins & Sells LLP, Chartered

Accountants (Firm Registration No. 117366W/ W-100018) as the

Auditors of the Company

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

The Company hereby ratifies the remuneration of ₹ 18 lakh plus out-of-

pocket expenses payable to Messrs Shome & Banerjee, Cost

Accountants (Firm Registration Number 000001) who have been

appointed by the Board of Directors as the Cost Auditors of the

Company

In Favour of the Proposal For No instances of conflicts of interest are brought to the notice of shareholders.

Approval of the members be and is hereby accorded for issue of non-

convertible debentures on Private placement basis not exceeding

Rs.10, 000 crore

In Favour of the Proposal For

Flexibility for the company to manage resouces to optimize its borrowings by

ensuring they are aligned in terms of quantum, risk, maturity and cost with its

earnings profile.

Adoption of Audited financial statements of the Company for the

financial year ended 31st March, 2016, the reports of the Board of

Directors’ and Auditors thereon.In Favour of the Proposal For Financials don’t have any qualifications

Confirmation of payment of Interim Dividends on equity shares.In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

Re-appointment of Shri Prashant Bangur, who retires by rotation.In Favour of the Proposal For Qualifications and prior experience of the candidate

July-Sept 12-Aug-16

Glenmark

Pharmaceuticals Limited AGM Management

July-Sept 12-Aug-16 Tata Steel Limited AGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Appointment of M/s. B. R. Maheswari & Company, Chartered

Accountants, New Delhi as Statutory Auditors of the Company. In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Approval of the remuneration of the M/s K. G. Goyal and Associates,

Cost Accountants as Cost Auditors of the Company for the financial

year 2016-17.In Favour of the Proposal For No instances of conflicts of interest are brought to the notice of shareholders.

Approval for re-designation of Shri Prashant Bangur, from Whole Time

Director, to “Joint Managing Director” w.e.f. 2nd February, 2016 for

remaining period of his tenureIn Favour of the Proposal For Qualifications and prior experience of the candidate

Approval of re-appointment of Shri H. M. Bangur as Managing Director

of the Company for a period of five years w.e.f 1st April, 2016. In Favour of the Proposal For Qualifications and prior experience of the candidate

Authorization to Board of Directors for issue of Non-convertible

Debentures (NCDs) through Private Placement pursuant to Section 42

& 71 of the Companies Act, 2013 read with the Companies (Prospectus

and Allotment of Securities) Rules, 2014.

In Favour of the Proposal ForImproves long-term resources for financing the ongoing capital expenditure, long-

term loan repayment and for general corporate purposes.

To receive, consider and adopt

a) the Audited Standalone Financial Statements of the Company for

the Financial Year ended March 31, 2016 and the Reports of the Board

of Directors and the Auditors thereon.

b) the Audited consolidated Financial Statements of the Company for

the Financial Year ended March 31, 2016 and the Reports of the

Auditors thereon.

In Favour of the Proposal For Financials don’t have any qualifications

To declare dividend on preference shares at the rate of 0.01% In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in the place of Dr. Huzaifa Khorikawala

(DIN: 02191870), who retires by rotation and, being eligible, seeks re-

appointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

Ratification of appointment of Haribhakti & Co. LLP, Chartered

Accountants, as the Statutory Auditors In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Ratification of remuneration payable to Cost Auditors for the Financial

Year 2016-17In Favour of the Proposal For No instances of conflicts of interest are brought to the notice of shareholders.

Consent of the members be and is hereby accorded for issuance of

Non-Convertible Debentures (‘NCDs’) upto Rs. 1200 crore on private

placement basis

In Favour of the Proposal ForImproves resources available for financing the existing debt and general corporate

purposes

Consent of the members be and is hereby accorded to serve

documents on members by any mode as desired by members.In Favour of the Proposal For Improvises efficiency and flexibility in delivery methodology

To consider and adopt the audited Financial statements

of the Company for the Financial year ended March 31,

2016, comprising of balance sheet as at March 31, 2016,

statement of profit and loss for the year ending on that

date, Cash Flow statement as on that date and the reports

of the Board of Directors with annexures and Auditors

thereon;

In Favour of the Proposal For Financials don’t have any qualifications

To declare a dividend on Equity Shares for the financial year 2015-16.In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

July-Sept 12-Aug-16 Shree Cement Limited AGM Management

July-Sept 13-Aug-16 Wockhardt Limited AGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

To appoint a Director in place of Dr. Mrs. Rajeshkumar

Thilagam (DIN: 00006783), who retires by rotation at this

Annual General Meeting and being eligible has offered

herself for re-appointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

To appoint a Director in place of Shri Perumal Reddiar

Ramachandran (DIN: 01043572), who retires by rotation

at this Annual General Meeting and being eligible has

offered himself for re-appointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

appointment of M/s. Swamy & Ravi, Chartered Accountants (FRN:

004317S), Coimbatore, as the statutory auditor for the financial year

2016-17 be and is hereby ratified

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Confirm re-appointment of Shri Rangaswamy Naidu Doraiswamy (DIN:

00003131) as Managing Director of the Company for another term of

five years

In Favour of the Proposal For Qualifications and prior experience of the candidate

Confirm re-appointment of Shri Rajesh Kumar Doraiswamy (DIN:

00003126) as Joint Managing Director of the Company and CEO for

another term of five years

In Favour of the Proposal For Qualifications and prior experience of the candidate

approval of the Company be and is hereby accorded to

the Material Related Party Transactions which were in the ordinary

course of business and at arm’s length pricing as entered by the

company for the Financial Year 2015-16 of a value of Rs.44.10 Crores

and transactions to be entered for Financial Year 2016- 17 of a value

of Rs. 105.00 Crores

In Favour of the Proposal For As transaction has been done on arms length basis

The Financial Statements of theCompany for the year ended 31st

March 2016 including Audited Balance Sheet as at 31st March 2016,

Statement of Profit and Loss, Cash Flow

Statement and Consolidated Financial Statements for the year ended

on that date, together with the Directors' Report and the Auditors'

Report thereon as presented to the meeting, be and are hereby,

approved and adopted.

In Favour of the Proposal For Financials don’t have any qualifications

Dividend for the year 2015-16 of Rs. 1/- per share of Rs. 1/- each, be

declared and paid out of the current profits of the Company for the

financial year ended 31st March, 2016 on

94,796,721 equity shares of Rs. 1/- each absorbing Rs. 94,796,721/- to

the shareholders

In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

Mr.Vijay Mohan (DIN: 00001843), director, who retires by rotation

and being eligible, offers himself for re-appointment, be and is hereby

re-appointed as a director of the Company

In Favour of the Proposal For Qualifications and prior experience of the candidate

Mrs.Vani tha Mohan (DIN: 00002168), director, who retires by

rotation and being eligible, offers herself for re-appointment, be and is

hereby re-appointed as a director of the Company.

In Favour of the Proposal For Qualifications and prior experience of the candidate

Tthe appointment of M/s.Haribhakti & Co. LLP, Chartered

Accountants, Coimbatore, (ICAI Firm Registration No. 103523W) as

Statutory Auditors of the Company to hold office for a period of 5

years

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Approval of the members be and is hereby accorded for re-

appointment of Mrs. Vanitha Mohan as Vice Chairman of the

company.

In Favour of the Proposal For Qualifications and prior experience of the candidate

Approval of the members be and is hereby accorded for re-

appointment of Mr. Vikram Mohan as MD of the company. In Favour of the Proposal For Qualifications and prior experience of the candidate

Mrs. Sriya Chari (DIN: 07383240)be and is hereby appointed as an

"Independent Director" of the CompanyIn Favour of the Proposal For No instances of conflicts of interest are brought to the notice of shareholders.

July-Sept 13-Aug-16Salzer Electronics

LimitedAGM Management

July-Sept 17-Aug-16 Pricol Limited AGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

The remuneration of Rs. 0.500 million, in addition to reimbursement

of travel and out-of-pocket expenses, payable to M/s.STR &

Associates, Cost Accountants (Firm Registration No: 00029), who were

appointed as Cost Auditor of the Company to conduct an Audit of the

Cost Accounts for the year 2016-17

In Favour of the Proposal For No instances of conflicts of interest are brought to the notice of shareholders.

To receive, consider and adopt the standalone and

consolidated financial statements of the Company

for the financial year ended March 31, 2016

In Favour of the Proposal For Financials don’t have any qualifications

Declaration of dividend on equity sharesIn Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

Re-appointment of Ms. Chua Sock Koong as a

Director liable to retire by rotationIn Favour of the Proposal For Qualifications and prior experience of the candidate

Ratification of the appointment of M/s. S. R. Batliboi

& Associates LLP, Chartered Accountants, Gurgaon,

as the Statutory Auditors of the Company and to fix

its remuneration

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Appointment of Mr. Rakesh Bharti Mittal as a

Director liable to retire by rotationIn Favour of the Proposal For Qualifications and prior experience of the candidate

Adoption of new set of the Articles of Association of

the CompanyIn Favour of the Proposal For Needed to alterAOA as necessary condition as per terms of payment bank licenses

Alteration in the Memorandum of Association of

the CompanyIn Favour of the Proposal For

Needed to alter MOA as necessary condition as per terms of payment bank

licenses

Re-appointment of Mr. Sunil Bharti Mittal as the

Chairman of the Company In Favour of the Proposal For Qualifications and prior experience of the candidate

Revision in remuneration of Mr. Gopal Vittal,

Managing Director and CEO (India and South Asia)In Favour of the Proposal For Qualifications and prior experience of the candidate

Ratification of remuneration to be paid to M/s. R. J.

Goel & Co., Cost Accountants, Cost Auditor of the

CompanyIn Favour of the Proposal For No instances of conflicts of interest are brought to the notice of shareholders.

Adoption of Balancesheet, Statement of Profit and Loss, Report of the

Board of Directors and Auditors for the financial year ended 31st

March, 2016.

In Favour of the Proposal For Financials don’t have any qualifications

Ratifiation and confirmation of payment of Interim Dividends on

equity shares for the financial year 2015-16.In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

Appoint a Director in place of Shri K.S. Thanarajan, who retires by

rotation and being eligible, offers himself for re-appointment.In Favour of the Proposal For Qualifications and prior experience of the candidate

Ratification of appointment of M/s. S.R.Batliboi & Associates, LLP,

Chartered Accountants, as the auditors of the Company.In Favour of the Proposal For

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Re-appointment of Mr. C. Sathyan (DIN:00012439) as Executive

Director of the Company.In Favour of the Proposal For Qualifications and prior experience of the candidate

Ratification of remuneration of Cost Auditors. In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To receive, consider and adopt the audited financial

statements including consolidated financial

statements of the Company for the financial year

ended March 31, 2016, the Reports of the Board of

Directors and Auditors thereon.

In Favour of the Proposal For Financials don’t have any qualifications

To confirm interim dividends and declare final

dividend for the Financial Year 2015-16. In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

July-Sept 19-Aug-16 Bharti Airtel Limited AGM Management

July-Sept 19-Aug-16

Hatsun Agro Product

Limited AGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

To appoint a Director in place of Shri R. Nagarajan

(DIN:00701892), who retires by rotation and being

eligible, offers himself for re-appointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

To fix the remuneration of the Statutory Auditors.In Favour of the Proposal For No instances of conflicts of interest are brought to the notice of shareholders.

To appoint Shri D. Ravi (DIN: 00038452), as Director

of the Company In Favour of the Proposal For Qualifications and prior experience of the candidate

Approval of the Members be and is hereby accorded for borrowing/

raising funds in Indian currency or in foreign currency not exceeding

Rs. 4,00,000 crore or equivalent USD 8000 million.

In Favour of the Proposal For As per the instruction of the Ministry of Power

Approval of the Members be and is hereby accorded to raise funds

upto Rs. 55,000 crore through issue of Bonds/ Debentures/ notes/

debt securities on Private Placement basis in India and/ or outside

India.

In Favour of the Proposal For

The Company is engaged in providing financial assistance to Power Utilities for

meeting financing and development requirements of the power sector. So to

meet its financial requirement the company is raising funds

To enhance the Authorised Share Capital to Rs.10,000

Crore and to alter the MoA of the Company by substituting the

existing Clause V. In Favour of the Proposal For

To comply with Ministry of Power guidelines on Capital Restructuring if Central

Public Sector Enterprises (CPSE)

To approve issuance of Bonus Shares by capitalizing

the ‘Securities Premium Account’ to the extent that

the holder of each share of PFC shall be entitled to

one bonus share

In Favour of the Proposal ForTo comply with Ministry of Power guidelines on Capital Restructuring if Central

Public Sector Enterprises (CPSE)

To receive, consider and adopt the Audited Financial

Statements of the Bank for the Financial Year ended

st 31 March 2016 and the Reports of the Directors and

Auditors thereon.

In Favour of the Proposal For Financials don’t have any qualifications

To declare final dividend for the Financial Year 2015-16 In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in the place of Shri. R. Mohan

(DIN 06902614), who retires by rotation and being

eligible, offers himself for re-appointment

In Favour of the Proposal For Qualifications and prior experience of the candidate

Re-appointment of M/s P. Chandrasekar, Chartered

Accountants, Bengaluru as Statutory Central Auditors of

the Bank for FY2016-17

In Favour of the Proposal For No instances of conflicts of interest are brought to the notice of shareholders.

Appointment of Shri. S. Mahalingam (DIN 00121727) as

Part -Time Independent Chairman of the Bank.In Favour of the Proposal For Qualifications and prior experience of the candidate

Appointment of Shri. M. Narayanan (DIN 00682297) as

Independent Non- Executive Director.In Favour of the Proposal For Qualifications and prior experience of the candidate

Appointment of Shri. S. Bernard (DIN 01719441) as

Independent Non- Executive DirectorIn Favour of the Proposal For Qualifications and prior experience of the candidate

Approval for appointment of Branch Auditors and to fix their

remuneration.In Favour of the Proposal For No instances of conflicts of interest are brought to the notice of shareholders.

Approval for raising capital through QIP Issue. In Favour of the Proposal ForBank take approval very year but have utilized it only in 2014. It takes approval so

that the same can used as and when need arises.

Approval for Employee Reservation along with Rights issue, if any, in

futureIn Favour of the Proposal For

The Bank is interested in the well being of its employees considering their

contribution towards growth and prosperity of the organization. Based on the

inputs and hard work and sincerity provided by the employees to enhance the

business and to further continue such contribution from the employees.

July-Sept 19-Aug-16

Power Finance

Corporation

LtdAGM Management

July-Sept 22-Aug-16 City Union Bank Limited AGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

To receive, consider and adopt:

a. the Audited Financial Statements of the Company for the financial

year ended March 31, 2016, together with

the Reports of the Board of Directors and the Auditors thereon; and

b. the Audited Consolidated Financial Statements of the Company for

the financial year ended March 31, 2016

together with the Report of the Auditors thereon.

In Favour of the Proposal For Financials don’t have any qualifications

To declare a dividend on Equity Shares for the financial year 2015/16.In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Mr. Cyrus P. Mistry (DIN: 00010178)

who retires by rotation and is eligible for

re-appointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

The Company hereby ratifies the appointment of Deloitte Haskins &

Sells LLP, Chartered Accountants (Firm Registration No.117366W/W-

100018) as the Statutory Auditors of the Company

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Appointment of Dr. N. S. Rajan as a Non-Executive Director of the

Company. In Favour of the Proposal For Qualifications and prior experience of the candidate

Re-appointment of Mr. Anil P. Goel as a Whole-time Director of the

Company.In Favour of the Proposal For Qualifications and prior experience of the candidate

Re-appointment of Mr. Mehernosh S. Kapadia as a Whole-time

Director of the CompanyIn Favour of the Proposal For Qualifications and prior experience of the candidate

Approval of the members be and is hereby accorded for issue of non-

convertible debentures on Private placement basis not exceeding

Rs.700 crore.

In Favour of the Proposal For For renovation of the hotels

July-Sept 23-Aug-16 Bosch Limited PB Management

Consent of the members be and is hereby accorded for Buyback of up

to 878,160 fully paid up equity shares of face value of Rs. 10 each at a

price of Rs. 23,000 per Share payable in cash for an aggregate amount

not exceeding Rs. 20,197,680,000

In Favour of the Proposal For

The objective of share buy-back is to return surplus cash to the members holding

equity shares of the company. Buy back also assist in Building up a reserve of

shares to be used later for stock option awards or as a currency for an acquisition,

smoothing out share price fluctuations.

Adoption of Financial statements for the year ended March 31, 2016

and the Board’s and Auditors’ Reports thereonIn Favour of the Proposal For Financials don’t have any qualifications

Declaration of dividend on Equity Shares In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

Appointment of a director in place of Mr. R. Shankar Raman,

who retires by rotation and being eligible offers himself for

re-appointment

In Favour of the Proposal For Qualifications and prior experience of the candidate

Appointment of M/s. B. K. Khare & Co., Chartered Accountants and

M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, as the Joint

Statutory Auditors of the Company.

In Favour of the Proposal For No instances of conflicts of interest are brought to the notice of shareholders.

Appointment of Mr. Amit Chandra as a Nominee Director of the

CompanyIn Favour of the Proposal For Qualifications and prior experience of the candidate

Appointment of Mr. Dinanath Dubhashi as the Managing Director of

the

Company.

In Favour of the Proposal For Qualifications and prior experience of the candidate

Payment of Commission to Non-Executive Directors of the Company In Favour of the Proposal ForTo promote participiation of NEDs for sound corporate governance practices by

bringing with them professional expertise, rich and wide experience.

Issue of Non-Convertible Debentures/Bonds on a Private Placement

BasisIn Favour of the Proposal For

Will help in securing long-term resources for financing the ongoing capital

expenditure, long-term loan repayment and for general corporate purposes.

July-Sept 23-Aug-16The Indian Hotels

Company LimitedAGM Management

July-Sept 23-Aug-16L&T Finance Holdings

LimitedAGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Issue of Cumulative Compulsorily Redeemable Non-Convertible

Preference shares by way of Public Offer or on an Private Placement

Basis.

In Favour of the Proposal For

To maintain its adequate working capital requirements including redemption of

preference shares and further they also plan to infuse fund towards its

subsidiaries which are operating steadily and also to fund the operations of the

Company

July-Sept 24-Aug-16 Coal India Limited PB Management

Consent of the members be and is hereby accorded for Buyback of up

to 10,89,55,223 fully paid up equity shares of face value of Rs. 10 each

at a price of Rs. 335 per Share payable in cash for an aggregate

amount not exceeding Rs. 3650 crore.

In Favour of the Proposal For

The objective of share buy-back is to return surplus cash to the members holding

equity shares of the company. Buy back also assist in Building up a reserve of

shares to be used later for stock option awards or as a currency for an acquisition,

smoothing out share price fluctuations.

To receive, consider and adopt:

(a) the audited financial statements of the Company for

the financial year ended 31, March 2016 together with

the reports of the Board of Directors and the Auditors

thereon

(b) the audited consolidated financial statements of the

Company for the financial year ended 31 March 2016,

together with the report of the Auditors thereon.

In Favour of the Proposal For Financials don’t have any qualifications

To declare dividend on the Equity Shares for the financial

year 2015- 2016. In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Sri Utpal Sheth,

(DIN 00081012) who retires by rotation and being eligible,

offers himself for reappointment as a Director liable to retire by

rotation.

In Favour of the Proposal For Qualifications and prior experience of the candidate

To appoint a Director in place of Sri AVN Raju,

(DIN 00018965) who retires by rotation and being eligible,

offers himself for reappointment as a Director liable to retire

by rotation.

In Favour of the Proposal For Qualifications and prior experience of the candidate

The appointment of M/s. M Bhaskara Rao & Co., Chartered

Accountants (Registration No. 000459S) and M/s. Deloitte

Haskins and Sells, Chartered Accountants, (Registration

No.008072S) as the Joint Statutory Auditors of the Company,

be and is hereby ratified

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Sri S Ravi, (DIN - 00180746) be and is hereby appointed as an

Independent Director of the Company In Favour of the Proposal For Qualifications and prior experience of the candidate

Dr. A.S. Durga Prasad, (DIN - 00911306) be and is hereby appointed as

an Independent Director of the CompanyIn Favour of the Proposal For Qualifications and prior experience of the candidate

Consent of the Members of the Company be and is hereby accorded

for the re-appointment of Sri AVN Raju, (DIN - 00018965) as a Whole-

time Director of the Company for a period of 5 years with effect from

May 30, 2016.

In Favour of the Proposal For Qualifications and prior experience of the candidate

M/s. Vajralingam & Co, Cost Accountants (firm Registaration

No. 101059) appointed by the Board of Directors of the

Company, to conduct the audit of the Cost Records of the

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

In Favour of the Proposal For Qualifications and prior experience of the candidate

To receive, consider and adopt:

(a) the audited financial statements of the Company for

the financial year ended March 31, 2016, together

with the reports of the Board of Directors and

Auditors thereon; and

(b) the audited consolidated financial statements of

the Company for the financial year ended March

31, 2016 together with the report of the Auditors

thereon

In Favour of the Proposal For Financials don’t have any qualifications

To declare a dividend In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

July-Sept 24-Aug-16 NCC Limited AGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

To appoint a Director in place of Mr. Cyrus P Mistry

(DIN 00010178), who retires by rotation and, being eligible,

offers himself for reappointment

In Favour of the Proposal For Qualifications and prior experience of the candidate

The Company hereby ratifies the appointment of Lovelock & Lewes

(Firm Registration No. 301056E), as Auditors of the CompanyIn Favour of the Proposal For

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Shome & Banarjee, Cost Accountants, (Firm Registration

Number 000001), appointed by the Board of Directors of

the Company to conduct the audit of the cost records of

the Company, for the financial year ending March 31, 2017,

be paid a remuneration of Rs. 3,25,000.

In Favour of the Proposal For No instances of conflicts of interest are brought to the notice of shareholders.

Approval of the members be and is hereby accorded

for issue of non- convertible debentures on Private

placement basis not exceeding Rs.350 crore.

In Favour of the Proposal For To augment the long term resources of the Company for its business as the

current NCDs are falling due for repayment.

To receive, consider and adopt the standalone Balance Sheet as at

March 31, 2016, Statement of Profit and Loss and Cash Flow

Statement for the financial year ended March 31, 2016 and reports of

Directors and Auditors thereon.

In Favour of the Proposal For Financials don’t have any qualifications

To receive, consider and adopt the Consolidated Balance Sheet as at

March 31, 2016, Consolidated Statement of Profit and Loss and

Consolidated Cash Flow Statement for the financial year ended March

31, 2016 and report of Auditors thereon.

In Favour of the Proposal For Financials don’t have any qualifications

To confirm the first interim dividend of Rs.0.50, second interim

dividend of Rs.0.60, third interim dividend of Rs.0.70 and fourth

interim dividend of Rs.0.70, in aggregate Rs.2.50 per equity share of `1

each, as dividend for the year 2015-16.

In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Mr. K. Nithyananda Reddy, who

retires by rotation and being eligible, seeks

re-appointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

To appoint a Director in place of Mr. M. Madan Mohan Reddy, who

retires by rotation and being eligible, seeks

re-appointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

To ratify the appointment of M/s. S.R.Batliboi & Associates LLP,

Chartered Accountants as Statutory Auditors of the Company and

fix their remuneration

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To revise the remuneration of Mr. N. Govindarajan, Managing Director

of the Company. In Favour of the Proposal For Qualifications and prior experience of the candidate

To revise the remuneration of Mr. M. Madan Mohan Reddy, Whole-

time Director of the Company. In Favour of the Proposal For Qualifications and prior experience of the candidate

To appoint Mr. P. Sarath Chandra Reddy as a Whole-time Director of

the Company.In Favour of the Proposal For Qualifications and prior experience of the candidate

July-Sept 24-Aug-16Tata Global Beverages

LimitedAGM Management

July-Sept 24-Aug-16Aurobindo Pharma

LimitedAGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

To receive, consider and adopt:

(a) The audited standalone financial statements of the Company

including the Balance Sheet as at March 31, 2016,

the statement of profit and loss, the cash flow statement for the

financial year ended on March 31,2016, notes to

financial statements, the report of Board of Directors and Auditors

thereon; and

(b) The audited consolidated financial statements of the Company

including the Balance Sheet as at March 31, 2016,

the statement of profit and loss, the cash flow statement for the

financial year ended on March 31, 2016, notes to

financial statements, along with the auditiors' report.

In Favour of the Proposal For Financials don’t have any qualifications

To declare a dividend of RS.5/- per equity share In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a director in place of Mr. Basant Kumar Sinha (DIN:

03099241), who retires by rotation at this Annual General

Meeting and being eligible has offered himself for re-appointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

To appoint Statutory Auditors of the Company and to fix their

remuneration:In Favour of the Proposal For No instances of conflicts of interest are brought to the notice of shareholders.

Re-appointment of Mr. Ashok Kajaria (DIN: 00273877) as Chairman &

Managing Director of the CompanyIn Favour of the Proposal For Qualifications and prior experience of the candidate

Re-appointment of Mr. Basant Kumar Sinha (DIN: 03099241) as

Director - Technical of the CompanyIn Favour of the Proposal For Qualifications and prior experience of the candidate

Sub-division of equity shares of the Company.In Favour of the Proposal For Improves liquidity for equity shares

Amendment in Clause V of the Memorandum of Association of the

Company.In Favour of the Proposal For Improves liquidity for equity shares

To consider and adopt the audited financial statements

of the Company for the yea 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

In Favour of the Proposal For Financials don’t have any qualifications

To declare a dividend on equity shares In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

Ms. Sunita Sharma (DIN: 02949529) be and is hereby appointed as a

Director.In Favour of the Proposal For Qualifications and prior experience of the candidate

To appoint a Director in place of Mr. S.N. Subrahmanyan

(DIN: 02255382), who retires by rotation and is eligible for

re-appointmen

In Favour of the Proposal For Qualifications and prior experience of the candidate

To appoint a Director in place of Mr. A.M Naik (DIN: 00001514), who

retires by rotation and is eligible for re-appointmentIn Favour of the Proposal For Qualifications and prior experience of the candidate

Mr. D.K Sen (DIN: 03554707) be and is hereby appointed as a Director. In Favour of the Proposal For Qualifications and prior experience of the candidate

Mr. M.V Satish (DIN: 06393156), be and is hereby appointed as a

Director.In Favour of the Proposal For Qualifications and prior experience of the candidate

Ms. Naina Lal Kidwai (DIN: 00017806), be and is hereby appointed as a

Director.In Favour of the Proposal For Qualifications and prior experience of the candidate

approval be and is hereby granted to the appointment of Mr.

S.N Subrahmanyan (DIN: 02255382) as the Deputy Managing Director

and President of the Company with effect from October 1, 2015 upto

and including September 30, 2020.

In Favour of the Proposal For Qualifications and prior experience of the candidate

July-Sept 24-Aug-16Kajaria Ceramics

LimitedAGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Approval be and is hereby granted to the appointment of Mr. D.K Sen

(DIN: 03554707) as the Wholetime Director of the Company with

effect from October 1, 2015 upto and including September 30, 2020.

In Favour of the Proposal For Qualifications and prior experience of the candidate

Approval be and is hereby granted to the appointment of Mr. M.V

Satish (DIN: 06393156) as the Whole-time Director of the Company

with effect from January 29, 2016 upto and

including January 28, 2021.

In Favour of the Proposal For Qualifications and prior experience of the candidate

Consent of the Company be and is hereby accorded to pay commission

with effect from April 1, 2016 to the Executive Chairman, Chief

Executive Officer & Managing Director, if any, Deputy Managing

Director and the Whole-time Directors of the Company which together

with other remuneration will be within the overall limit of 10% of the

net profits of the Company.

In Favour of the Proposal For The Company needs to attract and retain competent leaders for sustained growth.

Approval be and is hereby granted to the re-appointment of

Mr. R. Shankar Raman (DIN: 00019798) as the Whole-time

Director of the Company with effect from October 1, 2016

upto and including September 30, 2021.

In Favour of the Proposal For Qualifications and prior experience of the candidate

Approval be and is hereby granted to the re-appointment of

Mr.Shailendra Roy (DIN: 02144836) as the Whole-time Director of the

Company with effect from March 9, 2017 upto and including July 7,

2020.

In Favour of the Proposal For Qualifications and prior experience of the candidate

Mr. Sanjeev Aga (DIN: 00022065) be and is hereby appointed as a

Director. In Favour of the Proposal For Qualifications and prior experience of the candidate

Mr. Narayanan Kumar (DIN: 00007848) be and is hereby appointed as

a Director. In Favour of the Proposal For Qualifications and prior experience of the candidate

Consent of the Company be and is hereby accorded to the Board to

create, offer, issue and allot securities for an aggregate amount upto

Rs. 3,600 Crores to eligible investors.

In Favour of the Proposal For For growth and expansion needs

Approval of the members be and is hereby accorded to authorize the

Board to offer or invite subscriptions for redeemable NCDs aggregating

up to Rs. 6000 crore on private placement basis.

In Favour of the Proposal For

The Company is into the business of manufacturing of industrial goods, heavy

engineering, infrastructure projects and other activities which require a sizeable

investment and continuous expenditure.

M/s. Sharp & Tannan, Chartered Accountants, ICAI

Registration No. 109982W (S&T), till the conclusion of

the 72nd AGM, the Company hereby ratifies and confirms

the appointment of S&T as the Joint Statutory Auditors of the

Company.

In Favour of the Proposal For No instances of conflicts of interest are brought to the notice of shareholders.

M/s. Deloitte Haskins & Sells, Chartered Accountants, ICAI Registration

No. 117366W/W-100018 (DHS) till the conclusion of the 75th AGM,

the Company hereby ratifies the appointment of DHS as the Joint

Statutory Auditors of the Company,

In Favour of the Proposal For No instances of conflicts of interest are brought to the notice of shareholders.

The Company hereby ratifies the remuneration of Rs. 11 lakh to M/s R.

Nanabhoy & Co. Cost Accountants (Regn. No. 00010), who are

appointed as Cost Auditors to conduct the audit of cost records

maintained by the Company for the Financial Year 2016-17.

In Favour of the Proposal For No instances of conflicts of interest are brought to the notice of shareholders.

Sub Division of Equity Shares In Favour of the Proposal ForTo enhance the participation of small investors and simultaneously also increase

the liquidity of the equity shares of the Company

July-Sept 26-Aug-16Larsen & Toubro

LimitedAGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Increase in Authorised Share Capital In Favour of the Proposal For

To augment the proposed sub-division of equity shares and issue of bonus shares

and additionally also with a view to take care of the future equity funding

requirements,

Issue of bonus equity shares In Favour of the Proposal For

To reward the members of the Company by issue of fully paid-up bonus equity

shares in the proportion of One bonus share for every One equity share of face

value of Rs. 2 each.

Adoption of Audited Financial Statements, Reports of the Board of

Directors and Auditors for the year ended 31st March, 2016.In Favour of the Proposal For Financials don’t have any qualifications

Confirmation of Interim dividend paid on Equity shares as final

dividend for the financial year ended 31st March 2016.In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

Re-appointment of Mr. Madhusudana Rao Divi (DIN: 00063843) who

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

appointment.

In Favour of the Proposal For Qualifications and prior experience of the candidate

Ratification of appointment of M/s. PVRK Nageswara Rao & Co., as

Statutory Auditors and fixing their remuneration.In Favour of the Proposal For

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To receive, consider and adopt standalone Balance Sheet as at 31st

March 2016, Statement of Profit and Loss and

Cash Flow Statement for the financial year ended 31st

March 2016 and Reports of Directors and Auditors thereon.

In Favour of the Proposal For Financials don’t have any qualifications

To receive, consider and adopt the Consolidated Balance Sheet as at

31 March 2016, Statement of Profit and Loss

and Cash Flow Statement for the financial year ended 31

st March 2016 and Report of Auditors thereon.

In Favour of the Proposal For Financials don’t have any qualifications

To declare dividend on Equity Shares for the financial year ended

31.03.2016. In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

Smt. Chitra Srinivasan (DIN:01094213) who retires by rotation and is

eligible for reappointment be and is hereby reappointed as a Director

of the Company, subject to retirement by rotation

In Favour of the Proposal For Qualifications and prior experience of the candidate

The appointment of M/s.Brahmayya & Co. (Registration No.000511S)

and M/s. P.S.Subramania Iyer & Co. (Registration No.004104S),

Chartered Accountants, Chennai, Auditors of the Company

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Sri Rabinarayan Panda (DIN:07034875) be and is hereby appointed as

a Director of the Company subject to retirement by rotation.In Favour of the Proposal For Qualifications and prior experience of the candidate

Sri S.Balasubramanian Adityan (DIN: 00036898), a non-executive

Independent Director of the Company,be and is hereby appointed as

an Independent Director of the Company

In Favour of the Proposal For Qualifications and prior experience of the candidate

Sri Arun Datta, Sri. N R Krishnan, Sri. V Manickam and Sri N

Shrinivasan, Independent Directors of the Company, be and are

hereby reappointed as an Independent Directors of the Company.

In Favour of the Proposal For Qualifications and prior experience of the candidate

The Company hereby accords its approval and consent for the

appointment of Sri N.Srinivasan (DIN:00116726) as Managing Director

of the Company

In Favour of the Proposal For

The present term of Managing Director will end on 14th September, 2017. As he

has crossed the age of 70 years, he desires to seek a fresh mandate of the

Shareholders well ahead of expiry of his present term.

July-Sept 30-Aug-16 Bajaj Finance Ltd PB Management

July-Sept 29-Aug-16Divis Laboratories

LimitedAGM Management

July-Sept 29-Aug-16The India Cements

LimitedAGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

The remuneration of Rs.15,00,000 payable to Sri S.A.Murali Prasad,

Cost Accountant (Membership No.2730), as Cost Auditor,for auditing

the cost accounts of the Company in respect of cement plants, power

plants and the grinding units for the year ending 31st March 2017, be

and is hereby ratified.

In Favour of the Proposal For No instances of conflicts of interest are brought to the notice of shareholders.

Approval of the members be and is hereby accorded to authorize the

Board to offer or invite subscriptions for redeemable NCDs aggregating

up to Rs. 2000 crore on private placement basis

In Favour of the Proposal ForTo get approval for raising funds through issue of NCDs within the approved

borrowing limit.

July-Sept 30-Aug-16 FIEM Industries Limited PB Management

To consider and approve the issue of equity shares through Qualified

Institutions Placement In Favour of the Proposal For To meet growth and expansion needs

To consider and adopt the Audited Financial Statements

(including Audited Consolidated Financial Statements) of the

Company for the Financial Year ended March 31, 2016 and

the Reports of the Board of Directors and Auditors thereon.

In Favour of the Proposal For Financials don’t have any qualifications

To declare dividend for the year ended March 31, 2016. In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Mr. Shyam S Bhartia

[DIN: 00010484], who retires by rotation and, being eligible,

offers himself for re-appointment

In Favour of the Proposal For Qualifications and prior experience of the candidate

Appointment of M/s B S R & Co. LLP, Chartered Accountants,

(Registration Number 101248W/ W-100022 with the Institute of

Chartered Accountants of India) be and is hereby ratified as the

Auditors of the Company

In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Approval of the members be and is hereby accorded for re-

appointment of Mr. Hari S. Bhartiya as Co - Chairman & MD of the

company.

In Favour of the Proposal For Qualifications and prior experience of the candidate

M/s J. K. Kabra & Co., Cost Accountants, (Registration Number: 9 with

the Institute of Cost Accountants of India) appointed by the Board of

Directors of the Company as the Cost Auditors to conduct audit of the

cost records of the Company for the Financial Year ending March 31,

2017, be paid remuneration of Rs. 4,00,000 (Rupees Four Lac only) in

addition to applicable taxes and reimbursement of out of pocket

expenses, if any.

In Favour of the Proposal For No instances of conflicts of interest are brought to the notice of shareholders.

Adoption of Financial Statements (including the Consolidated Financial

Statements) for the fi nancial year ended 31st March, 2016. In Favour of the Proposal For Financials don’t have any qualifications

Confirmation of Interim Dividend. In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

Re-appointment of Ms. Pia Singh, who retires by rotation. In Favour of the Proposal For Qualifications and prior experience of the candidate

Appointment of Statutory Auditors and to fix their remuneration.In Favour of the Proposal For

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Approval/Ratifi cation of fee payable to Cost Auditor.In Favour of the Proposal For

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Approval for Re-designation/Appointment of Mr. Mohit Gujral as Chief

Executive Offi cer & Whole-time Director. In Favour of the Proposal For Qualifications and prior experience of the candidate

Approval for Re-designation/Appointment of Mr. Rajeev Talwar as

Chief Executive Offi cer & Whole-time Director. In Favour of the Proposal For Qualifications and prior experience of the candidate

July-Sept 30-Aug-16Jubilant Life Sciences

LimitedAGM Management

July-Sept 30-Aug-16 DLF Limited AGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Approval to offer or invite for subscription of Non-convertible

Debentures including other debt securities on private placement basis.In Favour of the Proposal For

The Company is the largest commercial real estate developers in India and the

business needs timely infusion of funds. Hence, with a view to augment long-term

resources for business needs and to reduce reliance on the banking system.

July-Sept 30-Aug-16 Bank of India EGM Management

Consent of the shareholders of the Bank be and is hereby accorded to

the Board of Directors of the to offer, issue and allot upto

12,06,60,113 equity shares of Rs. 10 each for cash at Rs. 110.89 per

share including premium of Rs. 100.89 per equity share in accordance

with the Regulation 76(1) of SEBI ICDR Regulations aggregating upto

Rs. 1338 crore on preferential basis to Government of India (President

of India).

In Favour of the Proposal For

The Bank is growing at a reasonable growth rate during last year. In order to meet

the growing requirement of funds for expanding the business by way of long term

resources and for general lending purposes

July-Sept 31-Aug-16Kotak Mahindra Bank

LimitedAGM Management

To offer or invite subscriptions for secured/unsecured redeemable

non-convertible debentures, aggregating upto Rs. 5000 cr. on private

placement basis.

In Favour of the Proposal ForTo strengthen fund requirements and for general corporate purpose. Debentures

are long term source of funding and doesn’t dilute the control

To consider and adopt the Financial Statements including Reports of

the Directors and Auditors thereon, for the year ended March 31,

2016.

In Favour of the Proposal For Financials don’t have any qualifications

To declare dividend on Equity Shares. In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

Re-appointment of Smt. Shashi Devi Bangur, who retires by rotation. In Favour of the Proposal For Qualifications and prior experience of the candidate

To appoint, Batliboi & Purohit, Chartered Accoutants, Mumbai, as

Auditors and Fixing their remuneration.In Favour of the Proposal For

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To ratify the remuneration to Mr. Umesh Kini, Cost Auditor. In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Appointment of Shri Amitav Kothari as an Independent Director of the

Company.In Favour of the Proposal For Qualifications and prior experience of the candidate

Appointment of Shri P.N. Kapadia as an Independent Director of the

Company.In Favour of the Proposal For Qualifications and prior experience of the candidate

Appointment of Shri Rajendra Jain as Executive Director of the

Company.In Favour of the Proposal For Qualifications and prior experience of the candidate

Re-appointment of Shri S.K. Bangur as Chairman and Managing

Director of the Company.In Favour of the Proposal For Qualifications and prior experience of the candidate

Authority to Board of Directors U/S 180(1)(a) In Favour of the Proposal For In compliance with the Companies Act, 2013

Approval of Change of Name of the Company. In Favour of the Proposal ForCompany intends to make better approach, communication and prospective use

and the proposed name is also widely used and additionally it is short

Replacement of Articles of Association of the Company. In Favour of the Proposal For In compliance with the Companies Act, 2013

July-Sept 31-Aug-16 Punjab National Bank EGM Management

Consent of the shareholders of the Bank be and is hereby accorded to

the Board of Directors of the Bank to create, offer, issue and allot

16,40,77,066 Equity shares of face value of Rs.2 each fully paid at a

premium of Rs.126.72 per share determined in accordance with

Regulation 76(1) of SEBI ICDR Regulations, amounting upto Rs.2112

crore to Government of India on Preferential Basis.

In Favour of the Proposal ForTo strengthen the capital adequacy ratio. Preferential issue is a good avenue to

raise resources as it is economical and time efficient

Adoption of Financial Statements for the year ended March 31, 2016.In Favour of the Proposal For Financials don’t have any qualifications

Approval of interim dividend as final dividend for the year ended

March 31, 2016. In Favour of the Proposal For Dividend payout is a fair way of distributing profits to shareholders

Re-appointment of Ms. Noriyo Nakamura as Director, who retires by

rotation, being eligible, seek reappointment. In Favour of the Proposal For Qualifications and prior experience of the candidate

July-Sept 31-Aug-16

West Coast Paper Mills

Limited AGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Ratification of appointment of Auditor and fixing their remuneration.In Favour of the Proposal For

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Appointment of Mr. Naveen Ganzu as an Independent Director for a

period of 5 years. In Favour of the Proposal For Qualifications and prior experience of the candidate

Revision of the salary of Mr. Pankaj Mital, Whole-time Director of the

Company. In Favour of the Proposal ForKeeping in view the performance of the Company and contribution made by Mr.

Pankaj Mital towards growth of the Company

Payment of Commission to the Non-executive Directors.In Favour of the Proposal For

Due to increase in complexity and volume of the business operations and

compliances, responsibility of independent directors has increased

Approve the remuneration for Cost Auditor for the Financial Year 2016-

17. In Favour of the Proposal ForNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Issuance of equity shares on preferential basis.In Favour of the Proposal For

To strengthen the capital base. Prefential allotment is a goodway to raise long

term resources in economical and time efficient manner

Issuance of Foreign Currency Convertible Bond (FCCB)In Favour of the Proposal For To strengthen the capital base.

Issuance of equity shares through Qualified Institutional Placement

(“QIP”) In Favour of the Proposal For To strengthen the capital base.

Enhancement of the limit of holding of Foreign Institutional Investor /

Foreign Portfolio investor holders. In Favour of the Proposal For

It will help to improve depth and liquidity to the company's share and to reflect

company's commitment to the highest standards of disclosures, transparency and

corporate governance

Adoption of Financial Statements (Standalone and Consolidated) for

the financial year ended March 31, 2016.In Favour of the Proposal FOR Financials don’t have any qualifications

Declaration of a dividend. In Favour of the Proposal FOR Dividend payout is a fair way of distributing profits to shareholders

Re-appointment of Mr. Soumitra Bhattacharya as a Director. In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Ratification of Appointment of Price Waterhouse & Co Bangalore LLP

(Regn. No. 007567S/S-200012) Chartered Accountants, as Auditors of

the

Company

In Favour of the Proposal FORNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Re-appointment of Dr. Steffen Berns as a Managing Director with

effect from January 01, 2017In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Re-appointment of Mr. Soumitra Bhattacharya as Joint Managing

Director with effect from January 01, 2017.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Ratification of remuneration payable to Cost Auditors. In Favour of the Proposal FORNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Approval of Alteration of the Articles of Association of the Company. In Favour of the Proposal FOR In compliance with Companies Act, 2013

Consider and adopt: Audited Financial Statement for the Financial

Year ended March 31, 2016 and the Reports of the Board of Directors

and Auditors thereon In Favour of the Proposal FOR Financials don’t have any qualifications

Consider and adopt: Audited Consolidated Financial Statement for the

Financial Year ended March 31, 2016 and the Report of the Auditors

thereon In Favour of the Proposal FOR Financials don’t have any qualifications

Confirmation of interim dividend declared In Favour of the Proposal FOR Dividend payout is a fair way of distributing profits to shareholders

Re-appointment of Shri Nikhil R. Meswani, a Director retiring by

rotation In Favour of the Proposal FOR Qualifications and prior experience of the candidate

July-Sept 1-Sep-16 Bosch Limited AGM Management

July-Sept 1-Sep-16Reliance Industries

LimitedAGM Management

July-Sept 30-Aug-16Motherson Sumi

Systems LimitedAGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Re-appointment of Shri Pawan Kumar Kapil, a Director retiring by

rotation In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Appointment of Auditors and fixing their remuneration In Favour of the Proposal FOR

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Ratification of the remuneration of the Cost Auditors for the financial

year ending March 31, 2017 In Favour of the Proposal FORNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Approval of offer or invitation to subscribe to redeemable non-

convertible debentures on private placement In Favour of the Proposal FORTo augment long-term resources for financing the ongoing capital expenditure and

for general corporate purposes.

Adoption of audited financial statements of the Company together

with the reports of Board of Directors and Auditors’ thereon and

audited consolidated financial statements of the Company for the year

ended 31st March, 2016.

In Favour of the Proposal FOR Financials don’t have any qualifications

Confirmation of payment of interim dividend and declaration of final

dividend on Equity Shares.In Favour of the Proposal FOR Dividend payout is a fair way of distributing profits to shareholders

Re-appointment of Shri A B Parekh as a Director In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Re-appointment of Shri Sabyaschi Patnaik as a Director. In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Ratification of appointment of M/s. Deloitte Haskins & Sells as

Statutory Auditors.In Favour of the Proposal FOR

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Appointment of Shri Vinod Kumar Dasari as an Independent Director

for a period of 5 years.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Ratification of payment of remuneration to M/s. V J Talati & Co., Cost

Auditors.In Favour of the Proposal FOR

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Approval for continuation of the appointment of Shri M B Parekh as

Executive Chairman of the Company.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Adoption of Financial Statements, Reports of the Auditors and

Directors of the Company for the Financial Year ended 31st March,

2016.

In Favour of the Proposal FOR Financials don’t have any qualifications

Re-appointment of Mrs. Suchita Jain, Director who retires by rotation. In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Ratification of the appointment of Statutory Auditors of the Company

for the Financial Year 2016-17 and fix their remuneration.In Favour of the Proposal FOR

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Re-appointment of Mr. Neeraj Jain as Joint Managing Director of the

Company.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Re-appointment of Mr. Sachit Jain as Joint Managing Director of the

Company.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Approval of Vardhaman Textiles Limited Employee Stock Option Plan

2016 under SEBI (Share Based Employee Benefits) Regulations, 2014.In Favour of the Proposal FOR

ESOPs provide advantages like aligning the interest of the managers with those of

the owners. It is a non-cash compensation tool to compete for the best human

resources.

Ratification of the Remuneration of Cost Auditors for the Financial

year ended 31st March, 2017.In Favour of the Proposal FOR

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To receive, consider and adopt the financial statements of the

Company for the year ended 31st March 2016 including the audited

Balance Sheet as at 31st March 2016, the statement of Profit and Loss

for the year ended on that date and the reports

of the Board of Directors and Auditors thereon.

In Favour of the Proposal FOR Financials don’t have any qualifications

Limited

July-Sept 2-Sep-16Pidilite Industries

LimitedAGM Management

July-Sept 5-Sep-16Vardhaman Textiles

LimitedAGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

To declare dividend on equity shares In Favour of the Proposal FOR Dividend payout is a fair way of distributing profits to shareholders

To appoint a director in place of Mr. R.C.Bhargava (DIN: 00007620),

who retires by rotation and being eligible, offers himself for

re-appointment.

In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To appoint a director in place of Mr. Kazuhiko Ayabe (DIN: 02917011),

who retires by rotation and being eligible, offers himself

for re-appointment.

In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Appointment of Auditors of the Company. In Favour of the Proposal FORNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Re-appointment of Mr. Kenichi Ayukawa as Managing Director and

Chief Executive Officer In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Re-appointment of Mr. Toshiaki Hasuike as Joint Managing DirectorIn Favour of the Proposal FOR Qualifications and prior experience of the candidate

Ratification of remuneration of M/s R.J.Goel & Co., the cost auditorsIn Favour of the Proposal FOR

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To receive, consider and adopt the Audited Financial Statements

including Consolidated Financial Statements of the Company for the

financial year ended on 31st March 2016, together with the Board's

Report and the Auditor's Report thereon and comments of the

Comptroller & Auditor General of India, In terms of Section 143(6) of

the Companies Act, 2013 and reply of Management thereto.

In Favour of the Proposal FOR Financials don’t have any qualifications

To confirm the payment of two interim dividends and declare final

dividend on equity shares for the FY 2015-16.In Favour of the Proposal FOR Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Shri T K Sengupta, who retires by

rotation and being eligible, offers himself for re-appointment.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To authorize Board of Directors to fix the remuneration of the Joint

Statutory Auditos of the Company for the Financial Year 2016-17In Favour of the Proposal FOR

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To appoint Shri A K Srinivasan (DIN:07168305) as Director of the

Company.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To appoint Shri Ajai Malhotra (DIN:07361375) as Director of the

Company.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To appoint Prof S B Kedare (DIN:01565171) as Director of the

Company.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To appoint Shri K M Padmanabhan (DIN:00254109) as Director of the

Company.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To appoint Shri A P Sawhney (DIN: 03359323) as Director of the

Company.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To appoint Shri Amar Nath (DIN:05130108) as Director of the

Company.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To ratify the remuneration of the Cost Auditors for the Financial Year

ending 31st March, 2017.In Favour of the Proposal FOR

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To receive, consider and adopt the Audited Financial Statement of the

Corporation for the Financial Year ended March 31, 2016 and Reports

of the Board of Directors and Auditors thereon

In Favour of the Proposal FOR Financials don’t have any qualifications

July-Sept 8-Sep-16Maruti Suzuki India

LimitedAGM Management

July-Sept 8-Sep-16Oil & Natural Gas

Corporation LimitedAGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

To confirm interim dividends declared on Equity Shares of the

company for the Financial Year 2015-16. In Favour of the Proposal FOR Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Mr. Gagan Banga an Executive

Director designated as Vice Chairman and MD, who retires by rotation

and being eligible, offers himself for reappointment.

In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To appoint a Director in place of Mrs. Manjari Ashok Kacker an Non

Executive Director, who retires by rotation and being eligible, offers

herself for reappointment.

In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Ratify the appointment of Deloitte Haskins & Sells LLP as statutory

Auditors of the companyIn Favour of the Proposal FOR No instances of conflict of interest are brought to the notice of shareholders.

Consent of the company be and is hereby accorded for borrowing any

sum of monies which shall not exceed INR 1,25,000 crore. In Favour of the Proposal FOR For growth and expansion needs

Consent of the company be and is hereby accorded for borrowing to

issue redeemable NCDs and or other hybrid instruments within the

overall borrowing limit of INR 1,25,000 crore.

In Favour of the Proposal FOR

As the company is into the business of housing finance it requires huge funds for

its business operations and thus it needs to raise funds from time to time and

through various sources

Consent of the company be and is hereby accorded to convert the

whole or part of the outstanding loan into fully paid up equity shares

of the company.

In Favour of the Proposal FOR In compliance with RBI Circular on Strategic Debt Restructiruing

Appointment of Independent Director In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Appointment of Independent Director In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Appointment of Independent Director In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Appointment of Independent Director In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Justice Gyan Change Sudha Misra, be and is hereby appointed as an

independent director of the company and shall not be liable to retire

by rotation

In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To receive, consider and adopt the Audited Financial Statement of the

Corporation for the Financial Year ended March 31, 2016 and Reports

of the Board of Directors and Auditors thereon

In Favour of the Proposal FOR Financials don’t have any qualifications

To confirm interim Equity dividends declared for Financial Year 2015-

16 and to approve Final Equity Dividend for the Financial Year 2015-

16.In Favour of the Proposal FOR Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Shri Pushp Kumar Joshi

(DIN05323634), who retires by rotation and being eligible, offers

himself for reappointment.

In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To appoint a Director in place of Shri Y.K. Gawali (DIN05294482), who

retires by rotation and being eligible, offers himself for reappointmentIn Favour of the Proposal FOR Qualifications and prior experience of the candidate

To consider an increase in the Remuneration payable to Statutory

Auditors for Financial Year 2015-16 from Rs.30 lakhs to Rs.41 lakhsIn Favour of the Proposal FOR No instances of conflict of interest are brought to the notice of shareholders.

Shri J. Ramaswamy (DIN:06627920) who was appointed as an

Additional Director & also as Director Finance, of the Company, be and

is hereby appointed as a Director of the Company, liable to retire by

rotation.

In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Appointment of Shri Ram Niwas Jain (DIN00671720) as Independent

Director of the Corporation. In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Appointment of Ms. Urvashi Sadhwani (DIN03487195) as Director of

the Corporation. In Favour of the Proposal FOR Qualifications and prior experience of the candidate

July-Sept 8-Sep-16

INDIABULLS

HOUSING FINANCE

LIMITED

AGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Appointment of Shri Mukesh Kumar Surana (DIN07464675) as

Chairman & Managing Director of the Corporation.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

The payment of the remuneration of Rs. 2,95,000/- payable to M/s. R.

Nanabhoy & Company and Shri Rohit J. Vora, who were appointed as

“Cost Auditors” to conduct the audit of Cost Records maintained by

the Company for Financial Year ending March 31, 2017, pertaining to

various units as applicable and detailed in the statement annexed to

the

said notice, be and is hereby ratified and approved.

In Favour of the Proposal FOR No instances of conflict of interest are brought to the notice of shareholders.

Approval of the Company be and is hereby accorded to the Material

Related Party Transactions to be entered for Financial Year 2016-17 of

a value of Rs, 53,928.88 Crores and that the Board of Directors be and

are hereby authorized to perform and execute all such deeds, matters

and things including delegate such authority as may be deemed

necessary or expedient to give effect to this resolution and for the

matters connected therewith or incidental thereto.

In Favour of the Proposal Abstain Related Party Transaction

The Articles of Association of the Company be and is hereby amended

by deleting the existing Article 109 and substituting with the following

Article as Article 109.

109. Until otherwise determined and subject to the Act and regulation

the Number of Directors shall not be more than 20.

In Favour of the Proposal FOR

Due to strong competition in the oil and gas industry, there is a strong need to

adopt market oriented policies to address challenges of competitiveness and

sustainability for the company.

Approval of the Company, be and is hereby accorded to increase the

authorized share capital of the Company from Rs.350 cr. divided into

34,92,50,000 equity shares of Rs.10 each aggregating to Rs.349.25 cr.

and 75,000 preference shares of Rs.100 aggregating Rs.75 Lacs to Rs

2500 cr. divided into 249,92,50,000 equity shares of Rs.10 aggregating

Rs.2499,25,00,000 and 75,000 Preference Shares of Rs.100

aggregating Rs.75 Lacs and consequently first paragraph of the Clause

No V of the MoA of the Company be and is hereby amended.

In Favour of the Proposal FOR

As per ordinary resolution 14, the company intends to issue bonus shares and

capitalize the reserves of the company which leads to increase in share capital and

hence, there is a need to increase the authorized share capital.

approval of the Company be and is hereby accorded for capitalization

of Rs.677,25,45,000 standing to the credit of the Security

Premium/Free Reserves and for the purpose of issuance of bonus

shares of Rs.10/- each, credited as fully paid-up equity shares to the

holders of existing equity share(s) of the company in the ratio of 2:1

In Favour of the Proposal FORAs the company has huge amount of reserves and surplus it proposes to issue

bonus shares to its shareholders.

To receive, consider and adopt:

(a) the Audited Financial Statements of the Company for

the fi nancial year ended 31 March, 2016, together

with the reports of Directors and Auditors thereon; and

(b) the Audited Consolidated Financial Statements of

the Company for the fi nancial year ended 31 March,2016, together

with the report of the Auditors thereon.

In Favour of the Proposal FOR Financials don’t have any qualifications

To confirm the payment of 1st Interim Dividend and 2nd Interim

Dividend on Equity Shares declared by the Board of Directors. In Favour of the Proposal FOR Dividend payout is a fair way of distributing profits to shareholders

To consider re-appointment of Mr. Kyle A. Thompson

(DIN : 00254002), who retires by rotation and being eligible,

off ers himself for re-appointment.

In Favour of the Proposal FOR Qualifications and prior experience of the candidate

July-Sept 8-Sep-16ASTRAL POLY TECHNIK

LIMITEDAGM Management

July-Sept 8-Sep-16

HINDUSTAN

PETROLEUM

CORPORATION LIMITED

AGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

To ratify the appointment of M/s Deloitte Haskins & Sells,

Chartered Accountants (Registration No. 117365W), as

Statutory Auditors of the Company,

In Favour of the Proposal FORNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To approve remuneration of the Cost Auditors for the

financial year ending 31 March, 2017. In Favour of the Proposal FOR No instances of conflicts of interest are brought to the notice of shareholders.

To receive, consider and adopt the Audited Financial Statement of the

Corporation for the Financial Year ended March 31, 2016 and Reports

of the Board of Directors and Auditors thereon

In Favour of the Proposal FOR Financials don’t have any qualifications

To confirm interim dividends aggregatinng to Rs. 3.10 paid on Equity

Shares for the Financial Year March 31, 2016. In Favour of the Proposal FOR Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Mr. Rajnish Sama, who retires by

rotation and being eligible, offers himself for reappointment.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

M/s S S Kothari Mehta & Co., be and is hereby re-appointed as

statutory auditors of the company.In Favour of the Proposal FOR No instances of conflict of interest are brought to the notice of shareholders.

Appointment of Mr. Ravi Narain, as an Independent Director In Favour of the Proposal FOR Qualifications and prior experience of the candidate

M/s K G Goyal & Co., the cost auditors of the company.to conduct the

audit of the cost records of the company,In Favour of the Proposal FOR No instances of conflict of interest are brought to the notice of shareholders.

July-Sept 10-Sep-16 Reliance Capital Limited CCM Management

Scheme of Arrangement between Reliance Capital Limited (“the

Transferor Company” or “RCap”) and Reliance Commercial Finance

Limited (“the Transferee Company” or “RCFL”) and their respective

shareholders and creditors

In Favour of the Proposal FOR

to promote the formation and mobilisation of capital, to manage capital

investments and investment, etc and further to carry on the business of a leasing

company, hire purchase company, finance company and to undertake/arrange all

types of leasing and hire purchase business.

Authorization to Transfer Business to Ujjivan Small Finance Bank

Limited In Favour of the Proposal Abstain Related Party Transaction

Authorization to enter into the related party transaction with Ujjivan

Small Finance Bank Limited In Favour of the Proposal Abstain Related Party Transaction

Alteration of the Object Clause of Memorandum of Association of the

Company In Favour of the Proposal FOR

As per the application wih the RBI for setting up a Small Finance Bank, hence to

satify the criteria for corporate structure, ownership and control, the Company

has floated a wholly owned subsidiary in the name of “UJJIVAN SMALL FINANCE

BANK LIMITED” and intends to transfer the business undertaking of the Company

to the subsidiary, namely the SFB.

Issue of Secured or Unsecured Rated, Listed and Redeemable Non-

Convertible Debentures (The Debentures) on a Private Placement Basis In Favour of the Proposal FOR

for the ongoing capital expenditure, long term working capital /short term

working capital and for general corporate purposes

To appoint Mr. Abhijit Sen Non Executive Director as the Independent

Director of the Company.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To receive, consider and adopt the Financial Statements (Standalone

and Consolidated) of the Company for the year ended 31st March,

2016, including Balance Sheet as at 31st March, 2016, the Statement

of Profit and Loss for the year ended on that date and the Reports of

Board of Directors and Auditors thereon.

In Favour of the Proposal FOR Financials don’t have any qualifications

To confirm the payment of Interim dividend and to declare final

dividend on equity shares for the financial year ended

31st March, 2016.

In Favour of the Proposal FOR Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Shri Anil Kumar Gupta, Chairman and

Managing Director (DIN: 00066328), who retires by rotation and

being eligible, offers himself for reappointment.

In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To appoint a Director in place of Dr. P. Alli Rani , Director (Finance)

(DIN: 02305257), who retires by rotation and being eligible, offers

herself for reappointment.

In Favour of the Proposal FOR Qualifications and prior experience of the candidate

July-Sept 9-Sep-16 PI INDUSTRIES LIMITED AGM Management

July-Sept 13-Sep-16UJJIVAN FINANCIAL

SERVICES LIMITEDPB Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Appointment of M/s. Kumar Vijay Gupta & Co., Chartered

Accountants, New Delhi as Statutory

Auditors of the Company and fix their remuneration

In Favour of the Proposal FORNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Appointment of Shri Kamlesh Shivji Vikamsey (DIN: 00059620) as

Director of the Company.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Appointment of Shri Raj Krishan Malhotra (DIN: 07483272) as Director

of the Company.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Appointment of Shri Sanjeev S Shah (DIN: 00323163) as Director of the

Company.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Appointment of Shri S K Sharma (DIN: 07522844) as Director of the

Company.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Appointment of Shri Sanjay Bajpai (DIN: 07549036) as Director of the

Company.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Appointment of Shri Pradip Kumar Agarwal (DIN: 07557080) as

Director of the Company.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Appointment of Shri Sanjay Swarup (DIN: 05159435) as Director of the

Company.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Increase in the authorised share Capital of the Company from Rs.

200,00,00,000 divided into 20,00,00,000 equity shares of Rs. 10 each

to Rs. 400,00,00,000 divided into 40,00,00,000 equity shares of Rs. 10

each.

In Favour of the Proposal FOR

In order to provide flexibility to the business and to fulfill the future business

requirements of the Company, it is proposed to increase the authorised share

capital. And further to make simultaneous changes in the memorandum of

association and articles of association.

Alteration of Clause V of Memorandum of Association. In Favour of the Proposal FOR

In order to provide flexibility to the business and to fulfill the future business

requirements of the Company, it is proposed to increase the authorised share

capital. And further to make simultaneous changes in the memorandum of

association and articles of association.

Alteration of Article 5 of Articles of Association. In Favour of the Proposal FOR

In order to provide flexibility to the business and to fulfill the future business

requirements of the Company, it is proposed to increase the authorised share

capital. And further to make simultaneous changes in the memorandum of

association and articles of association.

To receive,consider and adopt the audited Standalone as well as

Consolidated Financial Statement of the Company for the financial

year ended March 31, 2016 together with Reports of the Directors and

the Auditors thereon.

In Favour of the Proposal FOR Financials don’t have any qualifications

To confirm the payment of Interim Dividend and to declare the Final

Dividend on equity shares for the year 2015-16.In Favour of the Proposal FOR Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Shri A. K. Sharma (DIN: 06665266),

who retires by rotation and is eligible for reappointment.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To appoint Shri B. S. Canth (DIN: 07239321) as Director (Marketing) of

the Company.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To appoint Shri Subroto Bagchi (DIN: 00145678) as Independent

Director of the Company.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To appoint Shri Sanjay Kapoor (DIN: 07348106) as Independent

Director of the Company.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To appoint Shri Parindu K Bhagat (DIN: 01934627) as Independent

Director of the Company.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To appoint Shri G K Satish (DIN: 06932170) as Director (Planning &

Business Development) of the Company.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To ratify the remuneration of the Cost Auditors for the financial year

ending March 31, 2017.In Favour of the Proposal FOR No instances of conflicts of interest are brought to the notice of shareholders.

To approve Issuance of Debentures on private placement basis. In Favour of the Proposal FOR For growth and expansion needs

July-Sept 14-Sep-16Indian Oil Corporation

LtdAGM Management

July-Sept 13-Sep-16

CONTAINER

CORPORATION OF

INDIA LTD.

AGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Adoption of the Audited fi nancial statements(including Audited

Consolidated

Financial Statements) for the fi nancial year ended 31 March, 2016,

the Reports of

Directors’ and Auditors’ thereon.

In Favour of the Proposal FOR Financials don’t have any qualifications

Declaration of Dividend for the year ended 31st

March, 2016.In Favour of the Proposal FOR Dividend payout is a fair way of distributing profits to shareholders

Re-appointment of Smt. Rajashree Birla, Director retiring by rotation In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Re-appointment of Mr. D. Bhattacharya, Director, retiring by rotation. In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Ratifi cation of appointment of Statutory Auditors viz. M/s Singhi & Co. In Favour of the Proposal FORNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Ratifi cation of the remuneration of the Cost Auditors viz. M/s

Nanabhoy & Co. for the financial year ending 31st March, 2017In Favour of the Proposal FOR

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Approval for appointment of Mr. Girish Dave as an Independent

Director. In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Approval for charging fees for delivery of documents through a

particular mode to

members.

In Favour of the Proposal FORAs per Companies Act, 2013 a member may request for delivery of any document

through a particular mode, for which he shall pay such fees in advance.

Approval for offer or invitation to subscribe to Non-Convertible

Debentures on a

private placement basis.

In Favour of the Proposal FOR For Growth and Expansion needs

Approval for appointment of Mr. Satish Pai as the Managing Director. In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Approval for appointment of Mr. Praveen Kumar Maheshwari as the

Whole time Director.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To Consider and adopt the audited standalone and consolidated

financial statements of the Company for the financial year ended

March 31, 2016 along with reports of the Board of Directors and

Auditors thereon.

In Favour of the Proposal FOR Financials don’t have any qualifications

To declare dividend on equity shares for the financial year 2015-16. In Favour of the Proposal FOR Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Shri S. K. Pai (DIN:02780969), who

retires by rotation and being eligibIn Favour of the Proposal FOR Qualifications and prior experience of the candidate

To authorize Board of Directors to fix remuneration of the Statutory

Auditors of the Company for the financial year 2016-17.In Favour of the Proposal FOR No instances of conflict of interest are brought to the notice of shareholders.

To appoint Mr. Ashok Khurana (DIN:06651241) as Independent

Director of the Company.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To appoint Maj. Gen. Tajuddin Moulali Mhaisale (DIN: 07559857) as

Independent Director of the Company.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To appoint Mr. C Subba Reddy (DIN: 00275395) as Independent

Director of the Company.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To appoint Mr. Chamarti Rajendra Raju (DIN: 07559368) as

Independent Director of the Company.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To appoint Mr. Rajendrasinh Ghanshyamsinh Rana (DIN: 07557657) as

Independent Director of the Company.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To appoint Mr. Salram Mocheria (DIN: 01430951) as Independent

Director of the Company.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To increase the Authorised Share Capital by amending the Capital

Clause of the Memorandum of Association of the Company.In Favour of the Proposal FOR

Company being a PSE recommended to increase its authorised capital from

Rs.150cr to Rs.200cr as they are required to follow the guidelines issued wide OM

No. FNO 5/2016-Policy Dated May 27, 2016 by Department of Investment & Public

Asset Management

July-Sept 14-Sep-16Hindalco Industries

LimitedAGM Management

July-Sept 14-Sep-16

NBCC (INDIA) LIMITED

AGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

To receive, consider and adopt the Audited Financial Statements

(including consolidated financial statements) of the Company for

thefinancial year ended 31stMarch, 2016, the Report of the Board of

Directors and Auditors thereon.

In Favour of the Proposal FOR Financials don’t have any qualifications

To note the payment of interim dividend and declare final dividend

for the Financial Year 2015-16. In Favour of the Proposal FOR Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Dr. Pradeep Kumar (DIN: 05125269),

who retires by rotation and being eligible, offers himself for

reappointment.

In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To appoint a Director in place of Ms. Jyoti Arora (DIN: 00353071),

who retires by rotation and being eligible, offers herself for

reappointment.

In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To fix the remuneration of the Statutory Auditors for the Financial

Year 2016-17. In Favour of the Proposal FOR No instances of conflicts of interest are brought to the notice of shareholders.

To approve the appointment of Shri JagdishIshwar bhai Patel (DIN:

02291361) as an Independent Director. In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Ratification of remuneration of the Cost Auditors for the Financial

Year 2016-17. In Favour of the Proposal FOR No instances of conflicts of interest are brought to the notice of shareholders.

To raise funds in INR or any other acceptable foreign currency as

permitted by Reserve Bank of India (RBI) up to Rs.14,000 Crore, from

domestic / External / Overseas sources through issue of secured /

unsecured, non-convertible, noncumulative, redeemable, taxable / tax-

free Rupee Linked Bonds/Bonds under Private Placement during the

Financial year2017-18 in up to eight tranches/offers with/without

Green Shoe Option and each tranche/offer shall be of up to Rs. 2,000

Crore of Bonds, exclusive of Green Shoe Option.

In Favour of the Proposal FOR For capital expenditure requirement

Adoption of audited financial statements of the Company and the

reports of the Board of Directors and Auditors thereon for the

financial year ended 31st March, 2016

In Favour of the Proposal FOR Financials don’t have any qualifications

Declaration of dividend on Equity Shares In Favour of the Proposal FOR Dividend payout is a fair way of distributing profits to shareholders

Re-appointment of Mr. Dilip Shanghvi (DIN: 00005588), who retires by

rotation and being eligible offers himself for re-appointmentIn Favour of the Proposal FOR Qualifications and prior experience of the candidate

Ratification of appointment of Statutory Auditors In Favour of the Proposal FORNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Ratification of Remuneration of Cost Auditor for the Financial Year

2016-17In Favour of the Proposal FOR

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Re-appointment of Mr. S. Mohanchand Dadha (DIN: 00087414) as

Independent Director In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Re-appointment of Mr. Keki Mistry (DIN: 00008886) as Independent

DirectorIn Favour of the Proposal FOR Qualifications and prior experience of the candidate

Re-appointment of Mr. Ashwin Dani (DIN: 00009126) as Independent

DirectorIn Favour of the Proposal FOR Qualifications and prior experience of the candidate

Re-appointment of Mr. Hasmukh Shah (DIN: 00152195) as

Independent DirectorIn Favour of the Proposal FOR Qualifications and prior experience of the candidate

Re-appointment of Ms. Rekha Sethi (DIN: 06809515) as Independent

DirectorIn Favour of the Proposal FOR Qualifications and prior experience of the candidate

Approval for increase in maximum limit of Remuneration to Mr. Dilip

S. Shanghvi (DIN: 00005588), Managing DirectorIn Favour of the Proposal FOR

The Company intends to make the role of Managing Director and Whole-time

Directors more objective and purposeful. Keeping an eye on the dedicated and

meritorious services and significant contribution to the overall growth of the

Company, the Board of Directors are recommending for revision in the maximum

limit of remuneration

July-Sept 17-Sep-16Sun Pharmaceuticals

Industries LimitedAGM Management

July-Sept 16-Sep-16Power Grid Corporation

of India LimitedAGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Approval for increase in maximum limit of Remuneration to Mr. Sudhir

V. Valia (DIN: 00005561), Whole-time DirectorIn Favour of the Proposal FOR

The Company intends to make the role of Managing Director and Whole-time

Directors more objective and purposeful. Keeping an eye on the dedicated and

meritorious services and significant contribution to the overall growth of the

Company, the Board of Directors are recommending for revision in the maximum

limit of remuneration

Approval for increase in maximum limit of Remuneration to Mr.

Sailesh T. Desai (DIN: 00005443), Whole-time DirectorIn Favour of the Proposal FOR

The Company intends to make the role of Managing Director and Whole-time

Directors more objective and purposeful. Keeping an eye on the dedicated and

meritorious services and significant contribution to the overall growth of the

Company, the Board of Directors are recommending for revision in the maximum

limit of remuneration

Adoption of new set of Articles of Association of the Company In Favour of the Proposal FOR In compliance with the Companies Act, 2013

Re-classification of certain promoter group persons/entities from

Promoter and Promoter Group category to Public categoryIn Favour of the Proposal FOR

In consideration to the conditions as stipulated in Regulation 31A of the Listing

Regulations, 2015

To receive, consider and adopt the Audited Financial Statements

(including audited consolidated financial statements) for the year

ended 31st March, 2016 and the Reports of Directors and Auditors

thereon.

In Favour of the Proposal FOR Financials don’t have any qualifications

To consider declaration of final dividend on equity shares.In Favour of the Proposal FOR Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Shri Ram Singh (DIN: 02942267), who

retires by rotation and being eligible, offers himself for reappointment. In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To appoint a Director in place of Shri Ashwani Soni (DIN: 06962014),

who retires by rotation and being eligible, offers himself for

reappointment.

In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To fix remuneration of Auditors for the financial year 2016-17 In Favour of the Proposal FORNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To appoint Dr. (Prof.) Mukesh Khare (DIN: 02029807) as Non-official

Part-time Independent Director of the CompanyIn Favour of the Proposal FOR Qualifications and prior experience of the candidate

To appoint Mrs. Arusha Vasudev (DIN: 07370575) as Non-official Part-

time Independent Director of the CompanyIn Favour of the Proposal FOR Qualifications and prior experience of the candidate

To appoint Shri Vikas Khushalrao Deshpande (DIN: 01200938) as Non-

official Part-time Independent Director of the CompanyIn Favour of the Proposal FOR Qualifications and prior experience of the candidate

To appoint Shri Umesh Chandra Pandey (DIN: 01185085) as Non-

official Part-time Independent Director of the CompanyIn Favour of the Proposal FOR Qualifications and prior experience of the candidate

To receive, consider and adopt the audited financial

statements (including audited consolidated financial

statements) for the financial year ended 31st March,

2016 and the Reports of the Directors and Auditors

thereon.

In Favour of the Proposal FOR Financials don’t have any qualifications

To confirm the payment of interim dividend and to declare final

dividend on equity shares for the

financial year ended 31st March, 2016.

In Favour of the Proposal FOR Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of P. Venkateswara Rao, Director

(DIN:01254851) who retires by rotation

and being eligible, offers himself for re-appointment.

In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To ratify appointment of M/s. Praturi & Sriram, Chartered Accountants

(ICAI Firm Registration

No. 002739S)

In Favour of the Proposal FOR No instances of conflicts of interest are brought to the notice of shareholders.

July-Sept 19-Sep-16 Engineers India Limited AGM Management

July-Sept 19-Sep-16Mold-Tek Packaging

LimitedAGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

To issue 3,00,000 equity shares to the eligible employees of the

Company under 'MTPL Employees

Stock Option Scheme-2016.'

In Favour of the Proposal FOR

ESOPs provide advantages like aligning the interest of the managers with those of

the owners. It is a noncash compensation tool to compete for the best human

resources.

To issue equity shares to the eligible employees of the Company's

subsidiary company(ies) under 'MTPL

Employees Stock Option Scheme-2016.'

In Favour of the Proposal FOR

ESOPs provide advantages like aligning the interest of the managers with those of

the owners. It is a noncash compensation tool to compete for the best human

resources.

To approve revision in remuneration payable to A. Seshu Kumari,

holding office or place of profit.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To approve revision in remuneration payable to J. Navya Mythri,

holding office or place of profit.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To approve revision in remuneration payable to Kavya Sarraju, holding

office or place of profit.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Approval for Reduction of Securities Premium Account In Favour of the Proposal FORto write off deficit by reducing the entire amount standing to the credit of

Securities Premium Account.

Approval for Change of Registered Address In Favour of the Proposal FOR To reduce cost

To receive, consider and adopt (a) the audited standalone financial

statements of the Company for the financial year ended March 31,

2016 and the reports of the Board of Directors and Statutory Auditors

thereon; (b) the audited consolidated financial statements of the

Company for the financial year ended March 31, 2016 and the reporrt

of Statutory Auditors thereon.

In Favour of the Proposal FOR Financials don’t have any qualifications

To declare dividend for the financial year 2015-16. In Favour of the Proposal FOR Dividend payout is a fair way of distributing profits to shareholders

To appoint a director in place of Shri Padam Chand Gupta

(DIN:00032794), who retires by rotation and being eligible, offers

himself for re-appointment.

In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To ratify the appointment of Statutory Auditors and fix their

remuneration.In Favour of the Proposal FOR

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Re-appointment of Shri. Ramesh Kumar Sharma as a Whole-time

Director.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Re-appointment of Shri. Nitin Gupta (Relative of Director) as President

(Manufacturing).In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To consider and adopt:

a) Audited financial statements of the Company for the financial year

ended March 31, 2016, the reports of the Board of Directors and

Auditors thereon; and b) Audited consolidated financial statements of

the Company for the financial year

ended March 31, 2016.

In Favour of the Proposal FOR Financials don’t have any qualifications

To declare final dividend for the Financial Year 2015-16.In Favour of the Proposal FOR Dividend payout is a fair way of distributing profits to shareholders

To re-appoint Mr. Rahul Jain (DIN: 00013566), Director of the

Company who retire by rotation. In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To re-appoint Mr. Kashi Ram Yadav (DIN: 02379958), Director of the

Company

who retire by rotation.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To ratify the continuation of M/s Anil S. Gupta & Associates, Chartered

Accountants,

as Auditors and fixing their remuneration.In Favour of the Proposal FOR

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To approve the remuneration of the Cost Auditors for the Financial

Year 2016-17. In Favour of the Proposal FORNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

July-Sept 19-Sep-16 PC Jeweller Limited AGM Management

July-Sept 20-Sep-16 Fiem Industries Ltd AGM Management

July-Sept 19-Sep-16 Dish Tv India Ltd PB Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

To approve the re-appointment and remuneration of Mrs. Seema Jain

(DIN: 00013523)

as Whole-time Director of the Company

In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To approve the re-appointment and remuneration of Ms. Aanchal Jain

(DIN: 00013350)

as Whole-time Director of the Company.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To revise the remuneration of Mr. Rahul Jain (DIN: 00013566), Whole-

time Director of the Company. In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To revise the remuneration of Ms. Aanchal Jain (DIN: 00013350),

Whole-time Director of the CompanyIn Favour of the Proposal FOR Qualifications and prior experience of the candidate

To revise the remuneration of Mr. J.S.S. Rao (DIN: 00014320), Whole-

time Director of the Company. In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To revise the remuneration of Mr. Kashi Ram Yadav (DIN: 02379958),

Whole-time Director of the CompanyIn Favour of the Proposal FOR Qualifications and prior experience of the candidate

To receive, consider and adopt:

(a) the Audited Standalone Financial Statement of the Company for

the financial year ended March 31, 2016, the reports

of the Board of Directors and Auditors thereon; and

(b) the Audited Consolidated Financial Statement of the Company for

the financial year ended March 31, 2016 and the

report of the Auditors thereon.

In Favour of the Proposal FOR Financials don’t have any qualifications

To confirm payment of interim dividend and declare final dividend for

the year 2015-16.In Favour of the Proposal FOR Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Shri S.C.Pandey (DIN: 03142319),

who retires by rotation and being eligible, offers himself

for re-appointment

In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To appoint a Director in place of Shri Kulamani Biswal (DIN:

03318539), who retires by rotation and being eligible, offers

himself for re-appointment

In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To fix the remuneration of the Statutory Auditors. In Favour of the Proposal FORNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To appoint Shri Gurdeep Singh (DIN: 00307037), as Chairman &

Managing Director of the CompanyIn Favour of the Proposal FOR Qualifications and prior experience of the candidate

To appoint Shri Aniruddha Kumar (DIN: 07325440), as Director of the

CompanyIn Favour of the Proposal FOR Qualifications and prior experience of the candidate

To appoint Shri Rajesh Jain (DIN: 00103150), as Independent Director

of the CompanyIn Favour of the Proposal FOR Qualifications and prior experience of the candidate

To appoint Dr. Gauri Trivedi (DIN: 06502788), as Independent Director

of the CompanyIn Favour of the Proposal FOR Qualifications and prior experience of the candidate

To appoint Shri Seethapathy Chander (DIN: 02336635), as

Independent Director of the CompanyIn Favour of the Proposal FOR Qualifications and prior experience of the candidate

To raise funds upto

` 15,000 Crore through issue of Bonds/Debentures on Private

Placement basis

In Favour of the Proposal FOR For Growth and Development needs

To ratify the remuneration of the Cost Auditors for the financial year

2016-17In Favour of the Proposal FOR

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

July-Sept 20-Sep-16 NTPC Limited AGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

To receive, consider and adopt Financial Statements and Report of

Board of Directors and Auditors thereon for the year ended on March

31, 2016

In Favour of the Proposal FOR Financials don’t have any qualifications

To declare a dividend for the financial year ended 31st March, 2016. In Favour of the Proposal FOR Dividend payout is a fair way of distributing profits to shareholders

To appoint a director in place of Shri D. K. Sarraf (DIN 00147870) who

retires by rotation and being eligible offers himself for re-

appointment.

In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To appoint a director in place of Mr. Philip Olivier (DIN 06937286)

who retires by rotation and being eligible offers himself for re-

appointment.

In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To appoint Statutory Auditors, fix their remuneration. In Favour of the Proposal FORNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To appoint Shri Subir Purkayastha (DIN 06850526) as director In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To ratify remuneration of Cost Auditors. In Favour of the Proposal FORNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Approval to enter into Related Party Transactions*. * In term of

provisions of Section 188 of Companies Act, 2013, IOCL, BPCL, GAIL,

ONGC, Adani Petronet Dahej Port Pvt. Ltd. and KMPs qualify as Related

Party(s), hence, they are not entitled to vote in respect of Resolution

at Item No. 8.

In Favour of the Proposal Abstain Related Party Transaction

Approval for the payment and distribution of a sum not exceeding 1%

per annum of the profits of the Company by way of commission to and

amongst the Directors of the Company

In Favour of the Proposal FORRole of director have increased over the years and hence the policy is continued

for another 5 years

To extend the tenure of Shri R. K. Garg (DIN 00784953) as Director

(Finance) In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To receive, consider and adopt

(a) the Audited Financial Statement of the Company for the financial

year ended 31st March, 2016

(b) the Audited Consolidated Financial Statement of the Company for

the financial year ended 31st March, 2016; and the Reports of the

Board of Directors and the Statutory Auditors and the Comments of

the Comptroller & Auditor General of India thereon.

In Favour of the Proposal FOR Financials don’t have any qualifications

To confirm the payments of Interim Dividends of Equity Shares and to

declare Final Dividend on Equity Shares for the Financial Year ended

31st March, 2016.

In Favour of the Proposal FOR Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Shri Shrikant Prakash Gathoo,

Director, who retires by rotation

and being eligible, offers himself for re-appointment.

In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To authorise the Board of Directors of the company to fix the

remuneration of the Joint Statutory Auditors of the Company for the

Financial Year 2016-17.

In Favour of the Proposal FORNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Approval of Private Placement of Non-Convertible Bonds/Debentures

and/or Debt Securities. In Favour of the Proposal FOR For Growth and Expansion Needs

Approval of Material Related Party Transactions. In Favour of the Proposal Abstain Related Party Transaction

Appointment of Shri Rajesh Kumar Mangal as an Independent

Director.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Appointment of Shri Deepak Bhojwani as an Independent Director. In Favour of the Proposal FOR Qualifications and prior experience of the candidate

July-Sept 21-Sep-16Bharat Petroleum

Corporation LimitedAGM Management

July-Sept 21-Sep-16 Petronet LNG Limited AGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Appointment of Shri Gopal Chandra Nanda as an Independent

Director.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Appointment of Shri Anant Kumar Singh as Government Nominee

Director.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Appointment of Shri Ramesh Srinivasan as Director (Marketing). In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Appointment of Shri Ramamoorthy Ramachandran as Director

(Refineries).In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Approval of Remuneration of the Cost Auditors for the Financial Year

2016-17.In Favour of the Proposal FOR

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To receive, consider, approve and adopt the audited standalone &

consolidated

fi nancial statements of the Company for the

fi nancial year ended March 31, 2016 along with the Reports of the

Board of Directors and Auditors thereon.

In Favour of the Proposal FOR Financials don’t have any qualifications

To confi rm the payment of Interim Dividend and declare Final

Dividend on equity shares of the Company for the fi nancial

year 2015-16

In Favour of the Proposal FOR Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Shri Ajeet Kumar Agarwal (DIN:

02231613), who retires by rotation and being eligible, offers

himself for re-appointment.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To fi x the remuneration of Auditors for the fi nancial year 2016-17. In Favour of the Proposal FORNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To appoint Shri Sanjeev Kumar Gupta as Director of the Company. In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To appoint Shri Arun Singh as Part Time Non Official Independent

Director.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To appoint Shri Aravamudan Krishna Kumar as Part Time Non Official

Independent Director.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To appoint Professor Tiruvallur Thattai Ram Mohan as Part Time Non

Official Independent Director.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Consent of the Company be and is hereby accorded for entering into

contract(s) or arrangement(s) or transaction(s) to be entered

by Rural Electrifi cation Corporation Limited (REC) with Energy Effi

ciency Services Limited (EESL) or any other associate company(ies)

(present or future) of REC, during a period of one year.

In Favour of the Proposal Abstain Related Party Transaction

Increase in the Authorised Share Capital. In Favour of the Proposal FORAs per the guidelines of Department of Investment & Public Asset Management,

Ministry of Finance

To amend Clause V of the Memorandum of Association. In Favour of the Proposal FOR

the Company being Infrastructure Finance Company it is required to maintain

CRAR at 15% as per applicable RBI norms and considering the consistent growth in

the business operations, the company might have to issue fresh capital

Issue of Bonus Shares In Favour of the Proposal FORAs per the guidelines of Department of Investment & Public Asset Management,

Ministry of Finance

Consent of the Company be and is hereby accorded, in substitution,

and to the entire exclusion of the regulations contained in the existing

Articles of Association of the Company.

In Favour of the Proposal FOR In compliance with the Companies Act, 2013

July-Sept 21-Sep-16Rural Electrification

Corporation LimitedAGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

To raise funds through private placement of unsecured/secured non-

convertible bonds/debentures upto Rs.50000 crore.In Favour of the Proposal FOR For Growth and Development needs

Adoption of Audited Standalone 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

In Favour of the Proposal FOR Financials don’t have any qualifications

Adoption of Audited Consolidated Financial Statements of the

Company for the financial year ended 31st March 2016 together with

the Report of the Auditors thereon

In Favour of the Proposal FOR Financials don’t have any qualifications

Declaration of dividend on Equity Shares for the financial year ended

31st March 2016In Favour of the Proposal FOR Dividend payout is a fair way of distributing profits to shareholders

Appointment of Director in place of Mr. Anil Sardana, who retires by

rotation and is eligible for re-appointmentIn Favour of the Proposal FOR Qualifications and prior experience of the candidate

Ratification of appointment of Auditors In Favour of the Proposal FORNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Appointment of Mr. Pravin H. Kutumbe as a Director In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Appointment of Ms. Sandhya S. Kudtarkar as a Director In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Re-appointment of Mr. Anil Sardana as CEO and Managing Director In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Private placement of Non-Convertible Debentures In Favour of the Proposal FOR For growth and expansion needs

Increase in limits of investments in other bodies corporate In Favour of the Proposal FOR For growth and expansion needs

Appointment of Branch Auditors In Favour of the Proposal FORNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Ratification of Cost Auditor Remuneration In Favour of the Proposal FORNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Resolved that approval be and is hereby given for adoption of the

Standalone and Consolidated Audited Financial Statements of the

Company for the financial year ended March 31, 2016

In Favour of the Proposal FOR Financials don’t have any qualifications

Resolved that approval be and is hereby given for the Interim

dividend paid @ Rs. 27.40 on equity share for the Financial Year 2015-

16 as final dividend for the year 2015-16.

In Favour of the Proposal FOR Dividend payout is a fair way of distributing profits to shareholders

Resolved that approval be and is hereby given for re-appointment of

Shri C.K.Dey [DIN-03204505] who retire by rotation and being

eligible, offers himself for reappointment.

In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Resolved that approval be and is hereby given for appointment of Ms.

Loretta M. Vas[DIN-02544627] as an Independent Director for the

balance period of her tenure.(Ordinary Resolution)

In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Resolved that approval be and is hereby given for appointment of Dr.

Satish Balram Agnihotri [DIN-03390553] as an Independent Director

for the balance period of his tenure.(Ordinary Resolution)

In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Resolved that approval be and is hereby given for appointment of Dr.

D.C.Panigrahi[DIN-07355591] as an Independent Director for the

balance period of his tenure.(Ordinary Resolution)

In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Resolved that approval be and is hereby given for appointment of Dr.

Khanindra Pathak[DIN-07348780] as an Independent Director for the

balance period of his tenure.(Ordinary Resolution)

In Favour of the Proposal FOR Qualifications and prior experience of the candidate

July-Sept 21-Sep-16TATA POWER COMPANY

LIMITEDAGM Management

July-Sept 21-Sep-16 Coal India Limited AGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Resolved that approval be and is hereby given for appointment of

Shri. Vinod Jain[DIN-00003572] as an Independent Director for the

balance period of his tenure.(Ordinary Resolution)

In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Resolved that approval be and is hereby given for appointment of Shri

Shyam Nandan Prasad[DIN-07408431], as a whole time Director of

the Company. (Ordinary Resolution)

In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Resolved that approval be and is hereby given to authorise

Director(Finance)/Company Secretary to charge from the members

such amount as may be deemed fit as an advance amount being

equivalent to the estimated actual expenses for delivery of the

documents to the members in a mode specified by the

member.(Ordinary Resolution)

In Favour of the Proposal FOR In compliance with Companies Act

Resolved that approval be and is hereby given for appointment of Shri

Vivek Bharadwaj [DIN-02847409] as an Official Part Time Director till

further order from GoI (Ordinary Resolution)

In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Resolved that approval be and is hereby given for Shri Rajesh Kumar

Sinha [DIN-05351383] as an Official Part Time Director till further

order from GoI (Ordinary Resolution)

In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To receive, consider and adopt the Audited

Standalone and Consolidated Financial

Statements of the Company for the Financial

Year ended 31

March, 2016 together with the

Directors’ Report and Auditors’ Report thereon.

In Favour of the Proposal FOR Financials don’t have any qualifications

To declare dividend for the financial year 2015-16 In Favour of the Proposal FOR Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Shri D.

Bandyopadhyay (DIN: 07221633), who retires

by rotation and being eligible, offers himself for

re-appointment.

In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To appoint a Director in place of Shri Amitabh

Mathur (DIN: 07275427), who retires by

rotation and being eligible, offers himself for

re-appointment.

In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To authorize the Board of Directors to fix the

remuneration of the Auditors for the year 2016-17.In Favour of the Proposal FOR

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To ratify the remuneration payable to Cost Auditors of the Company. In Favour of the Proposal FORNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To appoint Shri Subrata Biswas as Director of the Company. In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To appoint Shri Rajesh Kishore as an Independent Director of the

Company.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To appoint Shri Keshav N. Desiraju as an Independent Director of the

Company.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To appoint Shri R. Swaminathan as an Independent Director of the

Company.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To appoint Shri T. Chockalingam as a Director of the Company. In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To appoint Dr. Subhash Chandra Pandey as a Director of the Company. In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To appoint Shri Akhil Joshi as a Director of the Company. In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Adoption of Audited Financial Statements for the year ended March

31, 2016 and the Directors and Auditors Report thereon.In Favour of the Proposal FOR Financials don’t have any qualifications

July-Sept 22-Sep-16Bharat Heavy Electricals

LimitedAGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Confirmation of the payment of first & second Interim Dividends

aggregating to ` 22.50 per Equity Share declared by the Company for

the Financial Year 2015-16.

In Favour of the Proposal FOR Dividend payout is a fair way of distributing profits to shareholders

Re-appointment of Shri Roomie Dara Vakil In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Ratification of appointment of M/s Gandhi Rathi & Co., Chartered

Accountants, as Auditors and fixing their remuneration.In Favour of the Proposal FOR

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Ratification of the remuneration of Cost Auditor. In Favour of the Proposal FORNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To receive, consider and adopt the audited financial statements of the

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

with the Board's Report, the report of the Auditors thereon and

comments of the Comptroller & Auditor General of India

In Favour of the Proposal FOR Financials don’t have any qualifications

To note the payment of Interim Dividend and declare final dividend for

the financial year 2015-16.In Favour of the Proposal FOR Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Shri Jayant Kumar In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To appoint a Director in place of Shri Radheshyam Mina In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To authorize Board of Directors of the Company to fix the

remuneration of the Joint Statutory Auditors for the financial year

2016-17

In Favour of the Proposal FORNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To ratify the remuneration of the Cost Auditors for the financial year

2016-17In Favour of the Proposal FOR No instances of conflicts of interest are brought to the notice of shareholders.

Appointment of Shri Krishna Mohan Singh as Chairman and Managing

Director of the Company.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Appointment of Shri Ratish Kumar as Director (Projects) of the

Company.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Appointment of Shri Balraj Joshi as Director (Technical) of the

CompanyIn Favour of the Proposal FOR Qualifications and prior experience of the candidate

Appointment of Shri Satya Prakash Mangal as an Independent Director

of the Company.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Appointment of Prof Arun Kumar as an Independent Director of the

Company.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Appointment of Prof Kanika T. Bahl as an Independent Director of the

Company.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Appointment of Shri Farooq khan as an Independent Director of the

Company.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To issue secured/unsecured redeemable non-convertible

debentures/bonds aggregating upto Rs. 4500 Crore.In Favour of the Proposal FOR

Provide the necessary flexibility of structuring the borrowings of the Company in

the optimal manner for expanding and develop the existing business

Consider and adopt Audited Financial Statement, Reports of the Board

of Directors and Auditors In Favour of the Proposal FOR

The proposed resolution is to inform and make aware the shareholders about the

financial position of the company, their current business affairs and whether it is

functioning in a manner beneficial to the shareholders.

To approve two interim dividends aggregating Rs. 4/- per equity share

already paid during financial year 2015-16. In Favour of the Proposal FOR Dividend payout is a fair way of distributing profits to shareholders

Re-appointment of Mr. Mukeshlal Gupta who retires by rotation In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Appointment of Auditors and fixing their remuneration In Favour of the Proposal FORNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Appointment of Mr. Sunil Tandon as an Independent Director In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Revision in remuneration of Mr. Virendra D. Mhaiskar as a Managing

Director In Favour of the Proposal FOR Qualifications and prior experience of the candidate

July-Sept 22-Sep-16SOLAR INDUSTRIES

INDIA LIMITEDAGM Management

July-Sept 22-Sep-16 NHPC Limited AGM Management

July-Sept 23-Sep-16IRB Infrastructure

Developers LtdAGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Appointment of Mrs. Deepali V. Mhaiskar as a Whole Time Director In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Ratification of remuneration payable to Mrs. Neha Shashikant Apte,

Cost Accountants (FRN: 102229) Cost Auditors of the Company for the

financial year ended on March 31, 2016

In Favour of the Proposal FORNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Increase in Borrowing power under Section 180(1)(c) of the

Companies Act, 2013 In Favour of the Proposal FOR For growth and expansion needs

Adoption of Audited Balance Sheet as at 31st March 2016 and

Statement of Profit & Loss for the Year ended on that date together

with the Reports of the Directors’ and Auditors’ thereon.

In Favour of the Proposal FOR Financials don’t have any qualifications

Confirmation of payment of interim dividend as final dividend for the

Financial Year 2015-16 In Favour of the Proposal FOR Dividend payout is a fair way of distributing profits to shareholders

Appointment of a Director in place of Mr. P Venugopal Raju (DIN:

00016548) who retires by rotation and being eligible offers himself for

re-appointment.

In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Ratification of appointment of M/s. M Bhaskara Rao & Co, Chartered

Accountants as the Statutory Auditors of Company and fixation of

their remuneration.

In Favour of the Proposal FORNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Ratification of remuneration to the Cost Auditors for the Financial Year

2016-17. In Favour of the Proposal FOR

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Approval to deliver document through a particular mode as may be

sought by any member of the Company. In Favour of the Proposal FOR In compliance with the Companies Act, 2013

Adoption of 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 Auditors thereon: and

In Favour of the Proposal FOR Financials don’t have any qualifications

Adoption of the Audited Consolidated Financial Statements of the

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

the Report of the Auditors thereon

In Favour of the Proposal FOR Financials don’t have any qualifications

Declaration of Dividend on Equity shares for the financial year ended

31st March, 2016 In Favour of the Proposal FOR Dividend payout is a fair way of distributing profits to shareholders

Appointment of Director in place of Mr. Shailendra K. Jain ( DIN:

00022454) who retires by rotation and, being eligible, offers himself

for re-appointment.

In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Appointment of Director in place of Mrs. Rajashree Birla ( DIN:

00022995) who retires by rotation and, being eligible, offers herself

for re-appointment.

In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Re-appointment of M/s. G.P. Kapadia & Co., Chartered Accountants (

Registration No. 104768W), the retiring Joint Statutory Auditors of the

Company and to fix their remuneration.

In Favour of the Proposal FORNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Appointment of M/s. BSR & Co.LLP, Chartered Accountants (

Registration No. 101248W/W-100022), as the Joint Statutory Auditors

of the Company and to fix their remuneration.

In Favour of the Proposal FORNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Appointment of Mr. K.K. Maheshwari (DIN:0017572) as Director ( Non-

Exective of the Company ) In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Appointment of Mr. Arun Kannan Thiagarajan (DIN:00292757) as an

Independent Director of the Company In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Appointment of Mr. Dilip Gaur (DIN:02071393) as Director of the

Company In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Appointment and remuneration of Mr. Dilip Gaur (DIN:02071393) as

Managing Director of the Company In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Payment of commission to the Non-Executive Directors of the

Company In Favour of the Proposal FOR Higher commission to compensated for higher responsibility

July-Sept 23-Sep-16DECCAN CEMENTS

LIMITEDAGM Management

July-Sept 23-Sep-16GRASIM INDUSTRIES

LIMITEDAGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Issuance of Non-Convertible Debentures on private placement basis In Favour of the Proposal FOR

Provide the necessary flexibility for structuring the borrowings of the company in

order to expand and develop the existing business, future acquisitions, capital

expenditure, working capital requirements

Ractification of remuneration of Cost Auditor M/s.D C Dave & Co.,

Cost Accountants ( Registration No : 000611 ) for the financial year

ending 31 March 2017

In Favour of the Proposal FORNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Sub-division of Equity shares of the Company In Favour of the Proposal FOR Will improve liquidity of shares

Aleration of Capital Clause of Memorandum of Association of the

Company In Favour of the Proposal FOR Enabling clause for subdivision of shares

Aleration of Articles of Association of the Company In Favour of the Proposal FOR Enabling clause for subdivision of shares

To receive, consider and adopt the audited financial statements

(including consolidated financial statements) of the Company for the

financial year ended March 31, 2016 together with the reports of the

Directors’ and Auditors’ thereon.

In Favour of the Proposal FOR Financials don’t have any qualifications

Confirmation of Interim Dividend of Rs. 40/- per equity share and

Declaration of Final Dividend of Rs. 32/- per equity share for the

financial year ended March 31, 2016.

In Favour of the Proposal FOR Dividend payout is a fair way of distributing profits to shareholders

Re-appointment of Mr. Suman Kant Munjal (DIN 00002803), Director

retiring by rotation. In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Ratification of the Appointment of Statutory Auditors and fixing their

Remuneration. In Favour of the Proposal FOR

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Appointment of Mr. Paul Bradford Edgerley (DIN: 02213279) as an

Independent Director of the Company. In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Re-appointment of Mr. Pawan Munjal (DIN: 00004223) as the

Chairman, Managing Director & CEO of the Company and approval of

remuneration and other terms and conditions of his appointment.

In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Appointment of Mr. Vikram Sitaram Kasbekar, (DIN: 00985182) Head

of Operations & Supply Chain of the Company as Director and

approval of remuneration and other terms and conditions of his

appointment.

In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Ratification of remuneration of Cost Auditors for FY 2015-16 and 2016-

17. In Favour of the Proposal FOR

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Adoption of Audited Financial Statements of the Company for the

Financial Year ended March 31, 2016 together with the Report of the

Board of Directors and Auditors thereon.

In Favour of the Proposal FOR

The proposed resolution is to inform and make aware the shareholders about the

financial position of the company, their current business affairs and whether it is

functioning in a manner beneficial to the shareholders.

Confirmation of Interim Dividend already paid, as final dividend for the

financial year ended march 31,2016. In Favour of the Proposal FOR Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in the place of Mrs. Kavery Kalanithi (DIN

00113905) who retires by rotation and being eligible, offers herself for

re-appointment.

In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Ratification of Appointment of M/s. S.R. Batliboi & Associates LLP,

Chartered Accountants as Statutory Auditors of the Company. In Favour of the Proposal FOR

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Adoption of audited Financial Statements and audited consolidated

financial statements of the Company for the year ended 31st March,

2016 and Report of the Board of Directors and Auditors

In Favour of the Proposal FOR

The proposed resolution is to inform and make aware the shareholders about the

financial position of the company, their current business affairs and whether it is

functioning in a manner beneficial to the shareholders.

Approval of Final Dividend for the financial year ended 31st March,

2016 and to confirm the payment of Interim Dividend already paid in

February, 2016

In Favour of the Proposal FOR Dividend payout is a fair way of distributing profits to shareholders

July-Sept 23-Sep-16

HERO MOTOCORP

LIMITEDAGM Management

July-Sept 23-Sep-16 Sun Tv Network Limited AGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Appoint a Director in place of Shri Subir Purkayastha, who retires by

rotation, and being eligible, offers himself for re-appointmentIn Favour of the Proposal FOR Qualifications and prior experience of the candidate

Appoint a Director in place of Shri Ashutosh Jindal, who retires by

rotation, and being eligible, offers himself for re-appointmentIn Favour of the Proposal FOR Qualifications and prior experience of the candidate

Authorization to the Board of Directors to fix the remuneration of the

Joint Statutory AuditorsIn Favour of the Proposal FOR

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Approval for appointment of Shri Sanjay Kumar Srivastava as

Independent Director, not liable to retire by rotationIn Favour of the Proposal FOR Qualifications and prior experience of the candidate

Approval for appointment of Shri Anupam Kulshrestha as Independent

Director, not liable to retire by rotationIn Favour of the Proposal FOR Qualifications and prior experience of the candidate

Approval for appointment of Shri Sanjay Tandon as Independent

Director, not liable to retire by rotationIn Favour of the Proposal FOR Qualifications and prior experience of the candidate

Approval for ratification of remuneration of the Cost Auditors for FY

2015-16 and authorization to the Board of Directors to fix the

remuneration for FY 2016-17.

In Favour of the Proposal FORNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Approval for Material Related Party Transactions with Petronet LNG

LimitedIn Favour of the Proposal Abstain Related party transaction

Approval for Private Placement of Securities In Favour of the Proposal FOR It is within the approved borrowing limits

Adoption of Audited Financial Statements of the Company for the

Financial Year ended March 31, 2016 and the reports of the Board of

Directors and Auditors thereon.

In Favour of the Proposal FOR Financials don’t have any qualifications

Declaration of dividend on the equity shares of the Company for the

Financial year 2015-16.In Favour of the Proposal FOR Dividend payout is a fair way of distributing profits to shareholders

Re-appointment of Mr Vinay Gupta (DIN 00005149) as a Director. In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Ratification of appointment of M/s Deloitte Haskins and Sells LLP,

Chartered Accountants, Gurgaon as the Statutory Auditors of the

Company and Fixation of their remuneration payable.

In Favour of the Proposal FORNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Approval for appointment of Mr. Romi Sehgal (DIN 03320454) as

Director of the Company- Ordinary Resolution.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Ratification of remuneration payable to cost auditors M/s R. J. Goel

and Co. Cost Accountatnts for conducting the cost audit of the

Company for the Financial year 2016-17 Ordinary Resolution

In Favour of the Proposal FORNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Approval of the revised remuneration payable to Mr. Sanjay Gupta,

Chairman of the Company (under whole time Director category_

Special Resolution.

In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To receive, consider and adopt the Audited Financial Statements of

the Company (including Audited Consolidated Financial Statements)

for the financial year ended 31 March 2016 together with the report of

the Board of Directors and Auditors thereon.

In Favour of the Proposal FOR Financials don’t have any qualifications

To declare dividend In Favour of the Proposal FOR Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Mr. Shyam Sundar Choudhary (DIN:

00173732), who retires by rotation and being eligible offers himself for

re-appointment

In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To appoint a Director in place of Mr. Vijay Kumar Choudhary (DIN:

00173858), who retires by rotation and being eligible offers himself for

re-appointment

In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To appoint Auditors and fix their remuneration: In Favour of the Proposal FORNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

July-Sept 23-Sep-16 GAIL INDIA LIMITED AGM Management

July-Sept 24-Sep-16APL Apollo Tubes

LimitedAGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

To ratify remuneration of Cost Auditors In Favour of the Proposal FORNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Consent of the Company be and is hereby accorded to the Board of

Directors to contribute to bona-fide and charitable funds, any amount

the aggregate of which, in any financial year, may exceed five per cent

of its average net profits for the three immediately preceding financial

years provided that the aggregate of such contribution in any financial

year shall not exceed Rs 2 Crores (Two Crores

In Favour of the Proposal FOR AS per the provisions of the Companies Act, 2013

consent of the Company be and is hereby accorded to approve the

Himadri Employee Stock Option Plan 2016 and Grant of Employee

Stock Options to the employees of the Company.

In Favour of the Proposal FOR

ESOPs provide advantages like aligning the interest of the managers with those of

the owners. It is a noncash compensation tool to compete for the best human

resources.

Consent of the Company be and is hereby accorded to approve Grant

of Employee Stock Options to employees of Subsidary Companies of

the Company under Himadri Employee Stock Option Plan 2016.

In Favour of the Proposal FOR

ESOPs provide advantages like aligning the interest of the managers with those of

the owners. It is a noncash compensation tool to compete for the best human

resources.

Adoption of the a) 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 b) the Audited Consolidated Financial Statements of the

Company for the Financial Year ended 31st March, 2016 and the

report of the Auditors thereon

In Favour of the Proposal FOR Financials don’t have any qualifications

Appointment of Director in place of Mr. Siddharth Jain (DIN:

00030202), who retires by rotation and, being eligible, seeks re-

appointment.

In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Ratification of appointment of Independent Auditors of the Company

and to authorize the Board of Directors of the Company to fix their

remuneration.

In Favour of the Proposal FORNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To approve the payment of professional fees to Mr. Deepak Asher

(DIN: 00035371), Non-executive Director of the Company.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Grant of Employee Stock Options to the employees of the Holding and

Subsidiary Company(ies) of the Company under ILL - Employee Stock

Option Scheme - 2006.

In Favour of the Proposal FOR

Appreciation at any level proves as a motivation and company intends to value its

employees for their continous hard work, dedication and support, which has led

the Company towards growth.

To receive, consider and adopt the audited financial statements of the

Company for the financial year ended

March 31, 2016 together with Reports of the Board of Directors and

the Auditors thereon.

In Favour of the Proposal FOR Financials don’t have any qualifications

To confirm Interim Dividend and to declare Final Dividend on equity

shares for the financial year 2015-16. In Favour of the Proposal FOR Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Smt. R.S.Borah, Director

and offers herself for re-appointment. In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To appoint a Director in place of Shri Sudhakar Mahapatra, Director

rotation and offers himself for re-appointment. In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To authorize Board of Directors to decide remuneration / fees of the

Statutory Auditors for the FY 2016-17.In Favour of the Proposal FOR

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To appoint Shri Utpal Bora (DIN:07567357) as Chairman and

Managing Director of the Company.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

July-Sept 24-Sep-16 Oil India Limited AGM Management

July-Sept 24-Sep-16Himadri Speciality

Chemical LimitedAGM Management

July-Sept 24-Sep-16

INOX Leisure Limited

AGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

To ratify the remuneration of the Cost Auditors for the financial year

ending March 31, 2017.In Favour of the Proposal FOR

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To approve issuance of Debentures on private placement basis. In Favour of the Proposal FOR For growth and expansion needs

Adoption of audited standalone and consolidated Financial

Statements of the Company for the year ended March 31, 2016 and

the reports of Board of Directors and Auditors thereon.

In Favour of the Proposal FOR Financials don’t have any qualifications

Re-appointment of Mr. Narendra Gehlaut, an Executive Director

designated as Vice-Chairman who retires by rotation and being eligible

offers himself for re-appointment.

In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Re-appointment of Mr. Vishal Gaurishankar Damani (DIN: 00358082),

an Executive Director

designated as Joint Managing Director, who retires by rotation and

being eligible, offers himself

for re-appointment

In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Ratification of the appointment of M/s Walker Chandiok & Co. LLP,

Chartered Accountants (Regn.

No: 001076N/N500013), as the auditors of the Company and fixing

their remuneration.

In Favour of the Proposal FORNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Re-appointment of Justice Bisheshwar Prasad Singh (Retd. Justice

Supreme Court of India)

(DIN: 06949954), as an Independent Director of the Company.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Re-appointment of Brig. Labh Singh Sitara (Retd.) (DIN: 01724648), as

an Independent Directo

of the Company.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Re-appointment of Mr. Shamsher Singh Ahlawat (DIN: 00017480), as

an Independent Director of

the Company.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Re-appointment of Mr. Aishwarya Katoch (DIN: 00557488), as an

Independent Director of the

Company.

In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Appointment of Justice Gyan Sudha Misra (Retd. Justice Supreme

Court of India) (DIN: 07577265),

as an Independent Director of the Company.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Approval to issue of Non-Convertible Debentures and/or other hybrid

instruments on a private placement basis, up to the borrowing limits

of INR 7500 Crore.

In Favour of the Proposal FOR

Necessary for flexibility of structuring the borrowings of the company in order to

expand and develop the existing business, future acquisitions, capital expenditure,

working capital requirements

To receive, consider and adopt the Financial Statements of the

Company for the year ended March 31,2016 including audited Balance

Sheet as at March 31, 2016 and the Statement of Pro fit & Loss and

Cash Flow Statement for the year ended as at that date and the

Reports of the Board of Directors and Auditors thereon.

In Favour of the Proposal FOR Financials don’t have any qualifications

To receive, consider and adopt the Consolidated Financial Statements

of the Company and its

subsidiary for the year ended March 31, 2016 and the Reports of

theAuditors thereon.

In Favour of the Proposal FOR Dividend payout is a fair way of distributing profits to shareholders

To declare final dividend and confirm the interimdividend of Rs. 1.80/-

per equity share, already paid for

the year ended March 31, 2016.

In Favour of the Proposal FOR Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Mr. Ashwani Windlass In Favour of the Proposal FOR Qualifications and prior experience of the candidate

July-Sept 26-Sep-16Indiabulls Real Estate

LimitedAGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

To appoint a Director in place of Mr. Sanjeev Kishen Mehra In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To consider and ratify the appointment of M/s Deloitte Haskins &

Sells, LLP, Chartered Accountants, as

the StatutoryAuditors and to fix their remuneration.

In Favour of the Proposal FORNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To consider and appoint Mrs. Naina Lal Kidwai as an Independent

Director of the Company.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To consider and appoint Mr. Sanjay Omprakash Nayar as a Director of

the Company.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To consider and approve appointment of Mr. Mohit Talwar as

Managing Director of the Company for a period of five years effective

January 15, 2016 and remuneration payable to Mr. Talwar for the

initial period of three years i.e., from January 15, 2016 until January

14, 2019.

In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To consider and approve entering into Trademark Sub-License

Agreement and / or other ancillary

agreements and documents as may be required, with Max Life

Insurance Company Limited for allowing usage of trademarks.

In Favour of the Proposal FOR

They executed a Trademark License Agreement for license of the Max Trademarks.

Since this transaction from Company's perspective is expected to be beyond the

thresholds permitted under the Rules framed under the Companies Act.

July-Sept 24-Sep-16Max Financial Services

LimitedPB Management

Approval for payment of a sum of Rs. 850 crore to the members of

Promoter Group of the Company by HDFC Standard Life Insurance

Company Limited on account of non-compete and non-solicit

obligations being created pursuant to proposed Composite Scheme of

Amalgamation and Arrangement amongst the Company, Max Life

Insurance Company Limited, HDFC Standard Life Insurance Company

Limited and Max India Limited and their respective shareholders and

creditors

In Favour of the Proposal AGAINST

While being in support of merger as it creates value for all shareholders, the

payment of the Rs. 850 crore non-compete fee to select promoters and promoter

group entities is unwarranted and unfair.

To consider and adopt the audited standalone and consolidated

financial statements of the Company for the financial year ended

March 31, 2016 together with the Reports of the Board of Directors

and the Auditors thereon.

In Favour of the Proposal FOR Financials don’t have any qualifications

To confirm the payment of interim dividends aggregating to Rs. 18/-

(Rupees Eighteen only) per equity share and to declare final dividend

on of Rs. 10/- (Rupees Ten Only) per equity share for the financial year

ended March 31, 2016.

In Favour of the Proposal FOR Dividend payout is a fair way of distributing profits to shareholders

To appoint a director in place of Mr. S. B. Mainak (DIN 02531129),

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

appointment.

In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To re-appoint M/s. Khimji Kunverji & Co., Chartered Company for a

period of five years. In Favour of the Proposal FOR

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Re-appointment of Mr. A. K. Bansal (DIN 06752578) as an Independent

Director of the Company for a period of two years. In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Re-appointment of Ms. Ashima Goyal (DIN 00233635) as an

Independent Director of the Company for a period of two years. In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Appointment of Mr. Rajesh Mokashi (DIN 02781355) as Managing

Director & Chief Executive Officer of the Company for a period of five

years.

In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To consider and adopt: the audited financial statement of Company

and the audited consolidated financial statement of the Company.In Favour of the Proposal FOR Financials don’t have any qualifications

To confirm the interim dividend of Re.1 per equity share already paid

as final dividend for the financial year ended March 31, 2016.In Favour of the Proposal FOR Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Dr. V K Chaturvedi. In Favour of the Proposal FOR Qualifications and prior experience of the candidate

July-Sept 27-Sep-16MAX FINANCIAL

SERVICES LIMITEDAGM Management

July-Sept 27-Sep-16Credit Analysis and

Research LimitedAGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

To appoint auditor and to fix their remuneration. In Favour of the Proposal FOR No instances of conflict of interest are brought to the notice of shareholders.

Appointment of Auditors and fixing their remuneration. In Favour of the Proposal FOR No instances of conflict of interest are brought to the notice of shareholders.

Appointment of Dr. Yogendra Narain as an Independent Director. In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Private Placement of Non-Convertible Debenture. In Favour of the Proposal FOR To strengthen their fund requirements and for general corporate purposes

Payment of remuneration to Cost Auditors for the financial year

ending March 31, 2017.In Favour of the Proposal FOR No instances of conflict of interest are brought to the notice of shareholders.

To consider and adopt; the audited financial statements of the

Company and the audited consolidated financial statement of the

Company.

In Favour of the Proposal FOR Financials don’t have any qualifications

To declare dividend on equity shares. In Favour of the Proposal FOR Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Shri Soumen Ghosh. In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To appoint Auditors and to fix their remuneration. In Favour of the Proposal FOR No instances of conflict of interest are brought to the notice of shareholders.

Appointment of Shri Jai Anmol Ambani as Executive Director. In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Private Placement of Non-Convertible Debentures and/or other Debt

Securities.In Favour of the Proposal FOR For general corporate purpose

Issue of securities to the QIB In Favour of the Proposal FOR Long term resource are needed to stengthen financial position and net worth

To consider and adopt: the audited financial statement of Company

and the audited consolidated financial statement of the Company.In Favour of the Proposal FOR Financials don’t have any qualifications

To declare dividend on Equity shares In Favour of the Proposal FOR Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Dr. V K Chaturvedi In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To appoint Auditors and to fix their remuneration In Favour of the Proposal FOR No instances of conflict of interest are brought to the notice of shareholders.

Appointment of Shri Shiv Prabhat as Non Executive Director. In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Private Placement of Non Convertible Debentures and/or other Debt

securities.In Favour of the Proposal FOR To strengthen their fund requirements and for general corporate purposes

Remuneration to Cost Auditors. In Favour of the Proposal FOR No instances of conflict of interest are brought to the notice of shareholders.

Adoption of Financial Statements In Favour of the Proposal FOR Financials don’t have any qualifications

To confirm the interim dividend of Re.1 per equity share already paid

as final dividend for the financial year ended March 31, 2016.In Favour of the Proposal FOR Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Dr. V K Chaturvedi. In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To appoint auditor and to fix their remuneration. In Favour of the Proposal FOR No instances of conflict of interest are brought to the notice of shareholders.

Appointment of Auditors and fixing their remuneration. In Favour of the Proposal FOR No instances of conflict of interest are brought to the notice of shareholders.

Appointment of Dr. Yogendra Narain as an Independent Director. In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Private Placement of Non-Convertible Debenture. In Favour of the Proposal FOR To strengthen their fund requirements and for general corporate purposes

Payment of remuneration to Cost Auditors for the financial year

ending March 31, 2017.In Favour of the Proposal FOR No instances of conflict of interest are brought to the notice of shareholders.

Adoption of Financial Statements In Favour of the Proposal FOR Financials don’t have any qualifications

Re-appointment of Ms. Roshni Nadar Malhotra as Director. In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Ratification of appointment of Statutory Auditors. In Favour of the Proposal FORNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Appointment of Ms. Nishi Vasudeva as an Independent Director. In Favour of the Proposal FOR Qualifications and prior experience of the candidate

July-Sept 27-Sep-16HCL Technologies

LimitedAGM Management

July-Sept 27-Sep-16

Reliance

Communications

Limited

AGM Management

July-Sept 27-Sep-16 Reliance Capital Limited AGM Management

July-Sept 27-Sep-16Reliance Infrastructure

LimitedAGM Management

July-Sept 27-Sep-16 Reliance Power Limited AGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Adoption of Financial Statements In Favour of the Proposal FOR Financials don’t have any qualifications

Declaration of Dividend In Favour of the Proposal FOR Dividend payout is a fair way of distributing profits to shareholders

Appointment of a director in the place of Dr.S.Anand Reddy, who

retires by rotation and being eligible offers himself for re-

appointment.

In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Appointment of a director in the place of Shri John-Eric Fernand Pascal

Cesar Bertrand, who retires by rotation and being eligible offers

himself for re-appointment.

In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Ratification of appointment of Auditors. In Favour of the Proposal FORNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Re-appointment of Shri S.Veera Reddy as Managing Director and

payment of remuneration to him. In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Re-appointment of Dr.S.Anand Reddy as Joint Managing Director and

payment of remuneration to him. In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Re-appointment of Shri S.Sreekanth Reddy as Executive Director and

payment of remuneration to him In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Ratification of the remuneration payable to the Cost Auditors In Favour of the Proposal FORNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Fixing of the fee chargeable for serving documents through any

particular mode as may be specifically requested by a member. In Favour of the Proposal FOR In compliance with the Companies Act, 2013

Adoption of Financial Statements In Favour of the Proposal FOR Financials don’t have any qualifications

To confirm Interim dividend paid during 2015-16. In Favour of the Proposal FOR Dividend payout is a fair way of distributing profits to shareholders

To declare Final dividend on Equity Shares. In Favour of the Proposal FOR Dividend payout is a fair way of distributing profits to shareholders

To appoint a director in place of Dr. Chhaya Shastri (DIN: 01536140)

who retires by rotation and being eligible, offers herself for

reappointment.

In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To re-appoint M/s MZSK and Associates, Chartered Accountants, as

Auditors to hold office till conclusion of next AGM.In Favour of the Proposal FOR

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To ratify remuneration payable to Cost Auditors. In Favour of the Proposal FORNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To consider and determine fees to be charged for service of

documents in a particular mode.In Favour of the Proposal FOR In compliance with the Companies Act, 2013

Adoption of Financial Statements In Favour of the Proposal FOR Financials don’t have any qualifications

Declaration of Dividend In Favour of the Proposal FOR Dividend payout is a fair way of distributing profits to shareholders

Re-appointment of Mr. M. K. Hamied, Director retiring by rotation In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Appointment of statutory auditors and fixing their remuneration In Favour of the Proposal FORNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Appointment of Ms. Naina Lal Kidwai as an Independent Director In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Re-appointment of Mr. S. Radhakrishnan as a Whole-time Director In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Appointment of Mr. Umang Vohra as a Director In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Appointment of Mr. Umang Vohra as Managing Director and Global

Chief Executive OfficerIn Favour of the Proposal FOR Qualifications and prior experience of the candidate

Ratification of remuneration of the Cost Auditor In Favour of the Proposal FORNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Adoption of Financial Statements for the year ended 31st March 2016. In Favour of the Proposal FOR Financials don’t have any qualifications

July-Sept 28-Sep-16 Sagar Cements Limited AGM Management

July-Sept 28-Sep-16 MT Educare Limited AGM Management

July-Sept 28-Sep-16 Cipla Limited AGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Declaration of dividend for FY 2015-16. In Favour of the Proposal FOR Dividend payout is a fair way of distributing profits to shareholders

Re-appointent of Shri Ravi P Singh(DIN 05240974) who retires by

rotation.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Re-appointment of Smt. Jyoti Arora (DIN 00353071) who retires by

rotation.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Re-appointment of M/s. K G Somani & Co. as Statutory Auditors of the

Company.In Favour of the Proposal FOR No instances were brought in front of the Shareholders.

Appointment of Shri K. Biswal (DIN No 318539) as nominee director of

NTPC.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Appointment of Shri Jayant Kumar (DIN 03010235)as nominee director

of NHPC.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Approval for sub-division of one Equity share of the Company of face

value of Rs. 10 /- each into five Equity shares of face value of Rs. 2/-

each.

In Favour of the Proposal FOR

in order to improve the liquidity of the Company's shares in the stock market and

with a view to encourage the participation of small investors by making Equity

shares of the Company affordable. It indends to sub divide its shares

Approval for Alteration of Capital Clause of Memorandum of

Association of the Company.In Favour of the Proposal FOR

the proposed sub-division would require consequential amendments to the

existing Clause V of the Memorandum of Association of the Company.

Adoption of Audited financial statements for the year ended March 31

2016In Favour of the Proposal FOR Financials don’t have any qualifications

Re-Appointment of Mr. Bhawanishankar Sharma as Director of the

CompanyIn Favour of the Proposal FOR Qualifications and prior experience of the candidate

Re-Appointment of Mr. Vikas Sharma as Director of the Company In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Appointment of Walker Chandiok and Co LLP and Shah and Kathariya

as Joint Statutory AuditorsIn Favour of the Proposal FOR Qualifications and prior experience of the candidate

Ratification of Cost Auditors remuneration. In Favour of the Proposal FORNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Adoption of New Set of Articles of Association In Favour of the Proposal FOR In compliance with the Companies Act, 2013

To consider and adopt the standalone financial statements and the

consolidated financial statements of the Company for the year ended

as on March 31, 2016, together with the Report of the Board of

Directors and the Auditors thereon

In Favour of the Proposal FOR Financials don’t have any qualifications

Appointment of Statutory Auditors In Favour of the Proposal FOR Dividend payout is a fair way of distributing profits to shareholders

Appointment of Mr. Ashok Kumar Gupta (DIN: 00145816) as a Non-

Executive Independent Director In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Ratification of remuneration payable to Cost Auditors In Favour of the Proposal FORNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To consider fund raising programme of the Company In Favour of the Proposal FOR To reduce debt and fund the long term capital requirement.

Adoption of Financial Statements In Favour of the Proposal FOR Financials don’t have any qualifications

Declaration of Dividend In Favour of the Proposal FOR Dividend payout is a fair way of distributing profits to shareholders

Re-appointment of Mr. Kumar Mangalam Birla Director In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Re-appointment of Mr. Sanjeev Aga Director In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Appointment of Statutory Auditors In Favour of the Proposal FORNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Remuneration of Cost Auditors In Favour of the Proposal FORNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Issue of Non-Convertible Securities on Private Placement Basis In Favour of the Proposal FOR For growth and expansion needs

Approval of material related party transaction(s) with Indus Towers

LimitedIn Favour of the Proposal Abstain Related Party Transaction

July-Sept 29-Sep-16 Idea Cellular Limited AGM Management

July-Sept 28-Sep-16 PTC India Limited AGM Management

July-Sept 29-Sep-16Indo Count Industries

LimitedPB Management

July-Sept 30-Sep-16Supreme Infrastructures

LimitedAGM Management

July-Sept 29-Sep-16

Housing Development

and Infrastructure

Limited

AGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Appointment of Mr. Akshaya Moondra as a Director of the Company In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Appointment of Mr. Akshaya Moondra as the Whole Time Director of

the CompanyIn Favour of the Proposal FOR Qualifications and prior experience of the candidate

To receive consider and adopt the Financial Statements In Favour of the Proposal FOR Financials don’t have any qualifications

Ratification of appointment of Auditors and fixing their remuneration In Favour of the Proposal FOR No instances of conflict of interest are brought to the notice of shareholders.

Appointment of Mr. Dhruv Subodh Kaji, as an Independent Director In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Appointment of Mr. Rajiv Krishan Luthra, as an Independent Director In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Appointment of Ms. Nirupama Rao, as an Independent Director In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Ratification of the Remuneration of the Cost Auditor for the financial

year ending March 31, 2017 In Favour of the Proposal FOR No instances of conflict of interest are brought to the notice of shareholders.

Approving of offer or invitation to subscribe to Redeemable Non-

Convertible Debentures on private placement In Favour of the Proposal FOR

To expand and develop the existing business, future acquisitions, capital

expenditure, working capital requirements and general corporate purposes

To adopt Financial Results for the year ended 31st March, 2O16. In Favour of the Proposal FOR Financials don’t have any qualifications

To ratify the appointment of M/s Rangamani and Co., as Statutory

Auditors and fixing their remuneration.In Favour of the Proposal FOR

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To re-appoint Mr. M G George Muthoot who retires by rotation and

being eligible offers himself for reappointment.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To re-appoint Mr. George Thomas Muthoot who retires by rotation

and being eligible offers himself for reappointment.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To re-appoint Mr. John Kuttukaran Paul as Independent Director. In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To re-appoint Mr. George Joseph as Independent Director. In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To re-appoint Mr. Kariath George John as Independent Director. In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To re-appoint Mr. John Mathew Kattapurath as lndependent Director. In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To approve offer or invitation to subscribe to Non-Convertible

Debentures on private placement basis.In Favour of the Proposal FOR For growth and expansion needs

To receive consider and adopt the Financial Statements In Favour of the Proposal FOR Financials don’t have any qualifications

Appointment of Director. In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To ratify the appointment of Auditors of the Company, and to fix their

remuneration.In Favour of the Proposal FOR

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To receive consider and adopt the Financial Statements In Favour of the Proposal FOR Financials don’t have any qualifications

Appointment of Statutory Auditors. In Favour of the Proposal FORNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To note the retirement of Mr. Vijay Ahuja by rotation, who does not

seek re-appointment and to resolve that the vacancy so created shall

not be filled up.

In Favour of the Proposal FOR In compliance with the respective acts

To receive consider and adopt the Financial Statements In Favour of the Proposal FOR Financials don’t have any qualifications

To receive consider and adopt the Financial Statements In Favour of the Proposal FOR Financials don’t have any qualifications

Appointment of Director In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Appointment of Director In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Appointment of Statutory Auditors. In Favour of the Proposal FORNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

July-Sept 29-Sep-16Eros International

Media LimitedAGM Management

July-Sept 29-Sep-16 Vivimed Labs Limited AGM Management

July-Sept 29-Sep-16 TV18 Broadcast Limited AGM Management

July-Sept 29-Sep-16Muthoot Finance

LimitedAGM Management

July-Sept 29-Sep-16 Dish Tv India Limited AGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

To ratify the remuneration payable to M/s.A.S.Rao And Co, Cost

Accountants to audit the costrecords for the financial year ending 31st

March 2017.

In Favour of the Proposal FORNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To approve reclassification of Butterfly Agri Products Private Limited

from Promoter Group to PublicIn Favour of the Proposal FOR In compliance with regulation 31A of SEBI

To receive consider and adopt the Financial Statements In Favour of the Proposal FOR Financials don’t have any qualifications

To confirm the payment of Interim dividends In Favour of the Proposal FOR Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Dr T R K Rao In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To appoint a Director in place of Shri P K Satpathy In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To authorize the Board to fix the remuneration of the Statutory

AuditorsIn Favour of the Proposal FOR

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To appoint CA Arun Kumar Srivastava as an Independent Director In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To appoint Smt Bhagwati Mahesh Baldewa as an Independent Director In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To appoint Shri Rajesh Kumar Mangal as an Independent Director In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To appoint Shri Pradip Bhargava as an Independent Director. In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To appoint Dr. Syamal Kumar Sarkar as an Independent Director In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To appoint Shri Shyam Murari Nigam as an Independent Director In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To appoint Shri Sandeep Tula as a Whole time Director of the

CompanyIn Favour of the Proposal FOR Qualifications and prior experience of the candidate

To ratify the remuneration of the Cost Auditors of the Company In Favour of the Proposal FORNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To keep Register of Members at other place at the office of its

Registrar and Share Transfer Agents In Favour of the Proposal FOR

For better administrative control and for convenience of the members of the

Company.

Adoption of Financial Statements. In Favour of the Proposal FOR Financials don’t have any qualifications

Declaration of Dividend on Ordinary and DVR Equity Shares of Rs 2

each.In Favour of the Proposal FOR Dividend is fair way of distributing profits

Reappointment of a Director in place of Shri Atul B. Jain (DIN

00053407), who retires by rotation.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Reappointment of Statutory Auditors of the Company. In Favour of the Proposal FORNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Ratification of remuneration of Cost Auditor of the Company. In Favour of the Proposal FORNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Alteration of Articles of Association of the Company. In Favour of the Proposal FOR

Advisable that whenever a company amends its articles, it should ensure that

subsequent to the amendment, the AOA is as per the format specified under the

Companies Act, 2013.

Ratification of the Disclosure under Regulation 73 (1) (e) of SEBI

(ICDR), Regulations, 2009 in respect of already allotted 36.20 million

CCDs to Mandala Rose Co-Investment Limited, Mauritius.

In Favour of the Proposal FOR Disclosure under Regulation 73 (1) (e) of SEBI (ICDR), Regulations, 2009

Adoption of Financial Statements. In Favour of the Proposal FOR Financials don’t have any qualifications

Appointment of Director In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Appointment of Director In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Appointment of Statutory Auditors. In Favour of the Proposal FORNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

July-Sept 29-Sep-16 NMDC Limited AGM Management

July-Sept 30-Sep-16Jain Irrigation Systems

LimitedAGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

To confirm the appointment of Mr. C Parthasarathy (DIN: 00079232)

as Director who was appointed as Additional Director In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Appointment of Independent Director In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Appointment of Director In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To ratify the remuneration payable to M/.s Shaik & Associates., Cost

Auditors for the financial year ending 31st March, 2017. In Favour of the Proposal FOR

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To approve material related party transaction In Favour of the Proposal Abstain Related Party Transaction

To Create Charges In Favour of the Proposal FOR For growth and expansion needs

To borrow in excess of paid-up capital and free reserves In Favour of the Proposal FOR For growth and expansion needs

To serve documents on members In Favour of the Proposal FOR Procedural for serving documents to member

Adoption of Financial Statements In Favour of the Proposal FOR Financials don’t have any qualifications

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.

In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To appoint a Director in the place of Mr. Aditya Rao (DIN: 01307343)

who retires by rotation and being eligible offers himself for re-

appointment

In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Ratification of appointment of Auditors In Favour of the Proposal FORNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Ratification of Remuneration to Cost Auditor In Favour of the Proposal FORNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

To confirm the appointment of Mr. C Parthasarathy (DIN: 00079232)

as Director who was appointed as an Additional Director In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To appoint Mr. C Parthasarathy (DIN: 00079232) as an Independent

Director In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To confirm the appointment of Mr. Mukul Gulati (DIN: 00746183) as

Director who was appointed as an Additional Director In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To approve material related party transaction. In Favour of the Proposal Abstain Related Party Transactions

Oct-Dec 3-Oct-16Indian Oil Corporation

LimitedPB Management Issue of Bonus Shares by way of Capitalisation of Reserves. In Favour of the Proposal FOR

Bonus issues are always a treat to the members of the Company. It signifies the

growth and development of the Company.

Borrowing powers of the Company. In Favour of the Proposal FOR Additional funds for expansion plans of the company

Mortgaging/Charging of the properties of the Company. In Favour of the Proposal FOR Additional funds for expansion plans of the company

CSR Contribution to HAP Sports Trust. In Favour of the Proposal FOR CSR activity improves image of company in eyes of stakeholder

Oct-Dec 9-Oct-16Grasim Industries

LimitedEGM Management

Increase in limit for investment in the equity share capital of the

Company by Registered Portfolio Investors including Foregin

Instituitional Investors.

In Favour of the Proposal FORIn order to make more space for FII's to invest in the equity the limits need to be

enhanced

Revision in the terms of payment of remuneration to Mr. Ajay Kapur,

Managing Director and CEO.In Favour of the Proposal FOR Needs to be adequately compensated for the responsibility they handle

Extension of the Services availed from Mr. B.L. Taparia, Director In Favour of the Proposal FOR Needs to be adequately compensated for the responsibility they handle

Oct-Dec 13-Oct-16 Eclerx Services Limited PB Management Approval for Buyback of Equity Shares In Favour of the Proposal FOR

The objective of share buy-back is to return surplus cash to the members holding

equity shares of the company. Buy back also assist in Building up a reserve of

shares to be used later for stock option awards or as a currency for an acquisition,

smoothing out share price fluctuations.

Oct-Dec 19-Oct-16Ultratech Cements

LimitedCCM Management Approval for Scheme of Arrangement In Favour of the Proposal FOR Provides flexibility for operations during merger and acquisition

To alter Main Object Clause of the Memorandum of Association of the

Company.In Favour of the Proposal FOR Enhances growth opportunity in emerging sector

To adopt New Articles of Association of the Company. In Favour of the Proposal FOR Clause associated with changes in MOA

July-Sept 30-Sep-16Pennar Industries

LimitedAGM Management

July-Sept 30-Sep-16

Pennar Engineered

Building Systems

Limited AGM Management

Management

Oct-Dec 8-Oct-16Ambuja Cements

LimitedPB Management

Oct-Dec 21-Oct-16Reliance Infrastructure

LimitedPB Management

Oct-Dec 5-Oct-16

Hatsun Agro Product

Limited PB

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

To sell or dispose of assets/ undertakings of the Company and/or

creation of security.In Favour of the Proposal FOR Improvise business structure for future growth

Approval of Crompton Employee Stock Option Plan 2016 In Favour of the Proposal FORESOPs provide advantages like aligning the interest of the managers with those of

the owners

Approval of Crompton Performance Share Plan – 1 2016 In Favour of the Proposal FORESOPs provide advantages like aligning the interest of the managers with those of

the owners

Approval of Crompton Performance Share Plan – 2 2016 In Favour of the Proposal FORESOPs provide advantages like aligning the interest of the managers with those of

the owners

Approval of proposed grant of options equal to or exceeding 1% of

issued capital to specified employeeIn Favour of the Proposal FOR

ESOPs provide advantages like aligning the interest of the managers with those of

the owners

Reclassification of the Status of Promoters Shareholding into Public

ShareholdingIn Favour of the Proposal FOR

The current shareholding implies that they do not fall into the Promoter and

Promoter Group

Approval of JFL Employees Stock Option Scheme 2016 (ESOP 2016) In Favour of the Proposal FOR

ESOPs provide advantages like aligning the interest of the managers with those of

the owners. It is a noncash compensation tool to compete for the best human

resources.

Approval for grant of Stock Options to the Employees/Directors of

Holding and/or Subsidiary Company (ies) (Present and Future) under

ESOP 2016

In Favour of the Proposal FOR

ESOPs provide advantages like aligning the interest of the managers with those of

the owners. It is a noncash compensation tool to compete for the best human

resources.

Implementation of the ESOP 2016 through JFL Employees Welfare

TrustIn Favour of the Proposal FOR

ESOPs provide advantages like aligning the interest of the managers with those of

the owners. It is a noncash compensation tool to compete for the best human

resources.

Authorization to the JFL Employees Welfare Trust for Secondary

AcquisitionIn Favour of the Proposal FOR

ESOPs provide advantages like aligning the interest of the managers with those of

the owners. It is a noncash compensation tool to compete for the best human

resources.

Payment of Commission to Non-Executive Directors of the Company In Favour of the Proposal FOR

Keeping in view the enhanced role, responsibility and duties of directors, it is

appropriate that the remuneration payable to the NED should be increased with

the increase in their responsibilities.

Oct-Dec 22-Nov-16VARDHAMAN TEXTILES

LIMITEDPB Management

Buyback of its fully paid-up equity shares of a face value of Rs. 10/-

each from the members of the Company, for a total consideration not

exceeding Rs.720 crores.

In Favour of the Proposal FOR

The objective of share buy-back is to return surplus cash to the members holding

equity shares of the company. Buy back also assist in Building up a reserve of

shares to be used later for stock option awards or as a currency for an acquisition,

smoothing out share price fluctuations.

Re-classification of the Authorized Share Capital of the Company, with

consequential amendments in its Memorandum of Association &

Articles of Association.

In Favour of the Proposal FOR Company intends to raise fund for growth and expansion need

Issue of Equity Shares on a Preferential Allotment/Private Placement

Basis.In Favour of the Proposal FOR Company intends to raise fund for growth and expansion need

To raise funds through issue of securities. In Favour of the Proposal FOR Company intends to raise fund for growth and expansion need

To receive, consider and adopt the Audited Balance Sheet

as at June 30, 2016 and the Statement of Profit and Loss

for the Financial Year ended on that date, together with

the Reports of the Auditors and Directors thereon.

In Favour of the Proposal FOR Financials don’t have any qualifications

To declare dividend for the Financial Year ended

June 30, 2016.In Favour of the Proposal FOR Dividend payout is a fair way of distributing profits to shareholders

Appointment of Director In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Appointment of Director In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Appointment of Auditors In Favour of the Proposal FORNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Remuneration to Cost Auditors In Favour of the Proposal FORNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Appointment of Director In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Appointment of Director In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Increase in Borrowing Limits In Favour of the Proposal FOR For growth and expansion needs

To Create Charge In Favour of the Proposal FOR For growth and expansion needs

Oct-Dec 7-Dec-16 Mindtree Limited PB Management

Oct-Dec 8-Dec-16 Bajaj Finance Limited PB Management

Oct-Dec 22-Oct-16

Crompton Greaves

Consumer Electricals

LimitedPB Management

Oct-Dec 2-Nov-16

Jubilant Foodworks

LimitedPB Management

Oct-Dec 23-Nov-16 Sagar Cements Limited EGM Management

Oct-Dec 2-Dec-16

Procter & Gamble

Hygiene and Health

Care Limited AGM Management

Limited

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Oct-Dec 8-Dec-16 Capital First Limited EGM Management

To create, offer, issue and allot 47,80,000 Equity shares of face value

of Rs. 10 each fully paid up, on a preferential basis, at a price of Rs.

712.70/- each.

In Favour of the Proposal FOR For growth and expansion needs

Oct-Dec 9-Dec-16Hindalco Industries

LimitedEGM Management Further Issue of securities In Favour of the Proposal FOR For growth and general corporate purposes

Oct-Dec 10-Dec-16Oil & Natural Gas

Corporation LimitedPB Management Issue of Bonus Shares by way of Capitalisation of Reserves. In Favour of the Proposal FOR

Bonus issues are always welcome by the shareholders. It reduces the Market price

of the share thereby making new investors to enter into the market. Bonus issue

creates a very good image in the market thereby resulting in increase in the value

of the shares.

Oct-Dec 13-Dec-16Tata Consultancy

Services LimitedEGM Management Removal of Mr. Cyrus P Mistry as a Director. In Favour of the Proposal ABSTAIN

Lack of adequate information to judge pros and cons of taking decision on either

side

Oct-Dec 15-Dec-16APL Apollo Tubes

LimitedPB Management

Issue of redeemable, noncumulative debentures under private

placement basis.In Favour of the Proposal FOR

Issuing of debentures does not dilute the control of the existing shareholders or

the owners of the company over their business. If the same fund is raised using

equity finance, the control of existing shareholders would dilute proportionately.

Sub- Division of Equity Shares of the Company from the Face Value of

Rs. 10/- per Equity Shares to Re. 1/- per Equity Share. In Favour of the Proposal FOR

Stock spilt is done to make appear the security price within the reach of small

investors. The Company intends to enhance the participation of small investors

and simultaneously also increase the liquidity of the equity shares of the Company

Alteration of the Capital Clause in the Memorandum of Association In Favour of the Proposal FOR To meet the objective of sub-division equity share

Alteration of the Capital Clause of the Ariticles of Association In Favour of the Proposal FOR To meet the objective of sub-division equity share

Approval for undertaking material related party translation(s) with

JSW International Tradecorp Pte. Limited, Singapore In Favour of the Proposal Abstain Related Party Transaction

Special resolution under Section 13 of the Companies Act 2013 and

the Rules made thereunder for shifting sub-clause 13 and 15 of Clause

III C of Other Objects to Clause III A of the Main Objects

In Favour of the Proposal FOR

to permit the company to enter into the business of acquiring concessions,

facilities or licenses from Electricity Boards, Government, semi-Governments or

local authorities for generation,distribution, production, transmission or use of

electric power and to take over along with all movable and immovable properties

and also to establish and carry on the business of White Label ATM networks

Special resolution under Section 13 of the Companies Act 2013 and

the Rules made thereunder for inserting a new sub-clause under

Clause III A to carry out mutual fund activities

In Favour of the Proposal FOR

to carry on mutual fund activities in India or abroad, acting as a sponsor to a

Mutual Fund, incorporating or causing the incorporation of and / or acquiring and

holding shares in an asset management company and / or trustee company to a

mutual fund

Special resolution under Section 13 of the Companies Act 2013 and

the Rules made thereunder for inserting a new sub-clause under

Clause III A to provide financial services and advisory services

In Favour of the Proposal FOR

to carry on mutual fund activities in India or abroad, acting as a sponsor to a

Mutual Fund, incorporating or causing the incorporation of and / or acquiring and

holding shares in an asset management company and / or trustee company to a

mutual fund

Special resolution under Section 13 of the Companies Act 2013 and

the Rules made thereunder for shifting sub-clause 10 of Clause III C of

Other Objects to Clause III B of Objects incidental and ancillary to the

attainment of main objects

In Favour of the Proposal FOR

The intention behind shifting of such objective from Clause III C to Clause III B

(Objects incidental and ancillary to the attainment of main objects as under) being

opening and managing of offices including hiring out of furniture and fittings,

strong rooms, electrical fittings and such other equipment’s serves as incidental to

the achievement of the main objectives as set out under Clause III A of the main

objects of the Memorandum of Association of the Company.

Special resolution under Section 13 of the Companies Act 2013 and

the Rules made thereunder for deletion of Clause III C 1 to C 15 of

Other Objects

In Favour of the Proposal FOR In compliance with the Companies Act, 2013

To create, offer, issue and allot such number of equity shares of Rs.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 Rs. 5681 crore (including premium),

on preferential basis to the “Government of India..

In Favour of the Proposal FORIn order to comply with BASEL III capital adequacy norm. Funds raised from equity

are cheaper to be serviced as compared to debt.

Oct-Dec 20-Dec-16 State Bank of India EGM Management

Oct-Dec 17-Dec-16 JSW Steel Limited PB Management

Oct-Dec 18-Dec-16Muthoot Finance

LimitedPB Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

To create, offer, issue and allot, such number of Equity Shares of Re.1

each, not exceeding Rs.15,000 crores or such amount as may be

approved by GoI & RBI, by way of public issue subject to the condition

that the GOI shareholding in equity share capital of the Bank does not

fall below 52% at any point of time.

In Favour of the Proposal FORconsidering the business growth during the current year as well as that for the

years to come, there is a need for higher capital, particularly, Tier-I capital.

Oct-Dec 20-Dec-16The Indian Hotels

Company LimitedEGM Management

Removal of C. P. Mistry as Director.

In Favour of the Proposal ABSTAINLack of adequate information to judge pros and cons of taking decision on either

side

Oct-Dec 20-Dec-16Jyothy Laboratories

LimitedCCM Management

Consent of the shareholders be and is hereby accorded to approve the

proposed Scheme of Amalgamation of Jyothy Consumer Products

Marketing Limited ( the Transferor Company or JCMPL) with Jyothy

Laboratories Limited (the Transferee Company or applicant Company

or JLL).

In Favour of the Proposal FOR

The proposed amalgamation will enable better and efficient management, control

and running of the businesses to attain operational efficiencies, cost

competitiveness, create synergies and will be beneficial for capitalizing on the

growth opportunities to the fullest extent.

Removal of Mr. Cyrus P Mistry as a Director. In Favour of the Proposal ABSTAINLack of adequate information to judge pros and cons of taking decision on either

side

Removal of Mr. Nusli N Wadia as a Director. In Favour of the Proposal ABSTAINLack of adequate information to judge pros and cons of taking decision on either

side

Removal of Mr. Cyrus P Mistry as a Director. In Favour of the Proposal ABSTAINLack of adequate information to judge pros and cons of taking decision on either

side

Removal of Mr. Nusli N Wadia as a Director. In Favour of the Proposal ABSTAINLack of adequate information to judge pros and cons of taking decision on either

side

Increase of Authorized Share Capital of the Company and amendment

in the Capital Clause in

the Memorandum of Association of the CompanyIn Favour of the Proposal FOR

The Company intends to issue bonus shares, with regards to the same the

Authorized Capital of the company is required to be increased before

consideration of Bonus issue and to meet any future diversification and expansion

activities of the Company.

Amendment in Article 4 of Articles of Association of the Company

regarding Share Capital In Favour of the Proposal FOR To augment the proposed bonus share, share capital need to be increased.

Issue of Bonus Shares by way of Capitalization of Reserves In Favour of the Proposal FOR

Bonus issues are always welcome by the shareholders. It reduces the Market price

of the share thereby making new investors to enter into the market. Bonus issue

creates a very good image in the market thereby resulting in increase in the value

of the shares

Oct-Dec 24-Dec-16ITD Cementation India

LimitedPB Management

To give loan(s) to any person or other body corporate; give any

guarantee(s) or provide any security(ies) in connection with a loan to

any other body corporate or person;

In Favour of the Proposal FOR

The Company executes various projects both in its own name and also under Joint

venture. However, in order to bid for the large value tenders, the company

decides to bid in JV/Consortium with other companies including Promoter

Company as a part of its risk management strategy to minimise the technical or

financial risks in execution of the project. Keeping an eye on the requirments of

financial institutions and based upon past experience and nature of the work, the

quantum of facilities towards loans, guarantees and

working capital required by the JV varies from 15% to 30% of the contract value.

Oct-Dec 25-Dec-16Jubilant Lifescience

LimitedPB Management

Approval of the members be and is hereby accorded to offer and

invite subscription for debentures.In Favour of the Proposal FOR The AMC inadvertantly missed for exercising Vote on this matter.

Oct-Dec 26-Dec-16THE TATA POWER

COMPANY LIMITEDEGM Management Removal of Mr. Cyrus P Mistry as a Director. In Favour of the Proposal ABSTAIN

Lack of adequate information to judge pros and cons of taking decision on either

side

Oct-Dec 31-Dec-16Dhanuka Agritech

LimitedPB Management Buyback of Equity Shares In Favour of the Proposal FOR

Share repurchase reduces company’s outstanding shares and its biggest impact is

seen on EPS and cash flow per share. It may result in higher share price, if P/E

ratio remains unchanged. Share buyback will have an impact on the financial

statement, and as a result ROA and ROE increases. It also has a positive impact on

Shareholder’s wealth.

Alteration of the Object Clause of Memorandum of Association of the

CompanyIn Favour of the Proposal FOR

In compliance with regulation of Insurance Regulatory and Development

Authority.

Oct-Dec 20-Dec-16 State Bank of India EGM Management

Oct-Dec 21-Dec-16 Tata Steel Limited EGM Management

Oct-Dec 22-Dec-16 Tata Motors Limited EGM Management

Oct-Dec 23-Dec-16 Engineers India Limited EGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Consent of the Board of the Directors be and is hereby accorded to

amend the Articles of Association.In Favour of the Proposal FOR In compliance with Companies Act, 2013

Approval for Cholamandalam Investment and Finance Company

Limited ESOP Plan 2016

In Favour of the Proposal FOR

ESOPs provide advantages like aligning the interest of the managers with those of

the owners. It is a non-cash compensation tool to compete for the best human

resources.

Approval for Cholamandalam Investment and Finance Company

Limited ESOP Plan 2016

In Favour of the Proposal FOR

ESOPs provide advantages like aligning the interest of the managers with those of

the owners. It is a non-cash compensation tool to compete for the best human

resources.

Jan-Mar 5-Jan-17 Oil India Limited PB Management

Issue of Bonus Shares by way of Capitalisation of Reserves

In Favour of the Proposal FOR

Bonus reduces the Market price of the share thereby making new investors to

enter into the market. Bonus issue creates a very good image in the market

thereby resulting in increase in the value of the shares.

Jan-Mar 6-Jan-17Hindustan Petroleum

Corporation LimitedPB Management

Issue of redeemable, noncumulative debentures under private

placement basis.In Favour of the Proposal FOR

For long term financing needs and general corporate purposes. Debentures does

not dilute the control of existing shareholders

Jan-Mar 10-Jan-17Sadbhav Engineering

LimitedPB Management

To approve Related Party Transaction.In Favour of the Proposal Abstain Related party transaction

Revision in remuneration of Dr. H. F. Khorakiwala, Executive ChairmanIn Favour of the Proposal FOR In compliance with the Companies Act, 2013

Revision in remuneration of Dr. Huzaifa Khorakiwala, Executive

Director In Favour of the Proposal FOR In compliance with the Companies Act, 2013

Revision in remuneration of Dr. Murtaza Khorakiwala, Managing

Director In Favour of the Proposal FOR In compliance with the Companies Act, 2013

Alteration of the Object Clause of Memorandum of Association of the

CompanyIn Favour of the Proposal FOR

The company intends to carry on the business of HFL post amalgamation and

therefore, the main objects of HFL is proposed to be incorporated in the main

objects clause of the Memorandum of Association (MOA) of the Company.

Approval for Increase in the number of stock options under Ashok

Leyland Employees Stock Option Plan 2016In Favour of the Proposal FOR

ESOP act as a motivation for the permanent employees to work harder which will

generate more revenue. It will also reduce the administration cost as the

employees will not leave the Company, since it is rewarding them.

Jan-Mar 17-Jan-17Sintex Industries

Limited CCM Management Approval for Scheme of Arrangement In Favour of the Proposal FOR

The proposed demerger will create enhanced value for shareholders and allow a

focused strategy and specialization for sustained growth.

Jan-Mar 23-Jan-17 Ashok Leyland Limited CCM Management

Approval for Scheme of Arrangement

In Favour of the Proposal FOR

The Company intends to reduce the administrative and operational costs and also

to operate and run the business/operations more effectively and economically

resulting in better turnover and profits.

Jan-Mar 30-Jan-17The India Cements

Limited PB Management

Approval for issue of equity shares to Employees under The India

Cements Employees Stock Option Scheme 2016 (ESOS 2016)In Favour of the Proposal FOR

ESOPs provide advantages like aligning the interest of the managers with those of

the owners. It is a non-cash compensation tool to compete for the best human

resources.

Appointment of Mrs. Suchita Jain as Joint Managing Director of the

CompanyIn Favour of the Proposal FOR Qualifications and prior experience of the candidate

Revision in remuneration being paid to Mr. Neeraj Jain, Joint

Managing Director of the CompanyIn Favour of the Proposal FOR Qualifications and prior experience of the candidate

Revision in remuneration being paid to Mr. Sachit Jain, Joint Managing

Director of the CompanyIn Favour of the Proposal FOR Qualifications and prior experience of the candidate

To issue Non- Convertible Debentures (NCDs)/ Bonds: In Favour of the Proposal FOR

Debt does not dilute owner’s ownership interest in the business since the lender

does not have claim in equity of the business. Inflow of funds creates an

opportunity to meet the long term finance and assists in general corporate

purposes.

Jan-Mar 3-Jan-17

Cholamandalam

Investment and Finance

Company Limited

PB Management

Jan-Mar 12-Jan-17 Wockhardt Limited PB Management

Jan-Mar 16-Jan-17 Ashok Leyland Limited PB Management

Jan-Mar 31-Jan-17VARDHMAN TEXTILES

LIMITEDPB Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Jan-Mar 10-Feb-17

AHLUWALIA

CONTRACTS (INDIA)

LIMITED

PB Management Preferential issue of shares to one of the promoter of the company. In Favour of the Proposal FORThe Company intends to raise funds for the repayment of debt of certained loans

availed by the Company.

Re- appoint Mr. Narendra P Sarda (DIN 03480129) as an Independent

Director.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To appoint Air Marshal M. McMahon (Retd.) (DIN 00234293) as an

Independent Director.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To vary/amend terms of payment of remuneration terms of Mr. Anil

Khanna (DIN 01334483) Managing Director.In Favour of the Proposal FOR

Due to revision in the strategy of the Company and due to complexity, market

dynamics and prevailing economic scenario

Jan-Mar 12-Feb-17 NBCC (India) Limited PB ManagementIssue of Bonus Shares by way of Capitalization of Reserves

In Favour of the Proposal FOR

Bonus issues are always welcome by the shareholders. It reduces the Market price

of the share thereby making new investors to enter into the market. Bonus issue

creates a very good image in the market thereby resulting in increase in the value

of the shares

To approve Company share of Increase of Initial Public Offer (IPO)

Expenses In Favour of the Proposal FOR

The Company has completed its IPO in the year 2015, however due to increase of

underwriting fees, selling commission, printing & stationery, advertising &

marketing expenses and BRLM fees, etc., the issue expenses for the same is

increased by Rs. 1.00 crore which will be paid by and shared between the

Company and selling shareholders in proportion to the extent of equity shares

offered by them during the IPO.

To confirm the appointment of Mr. Eric James Brown (DIN: 07670880)

as Director who was appointed as an Additional Director.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To appoint Mr. Eric James Brown (DIN: 07670880) as an Independent

Director.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To serve documents on members and in this regard to consider and, if

thought fit, to pass, with or without modification(s), the following

resolution an Ordinary Resolution

In Favour of the Proposal FOR In compliance with the Companies Act, 2013

Re-classification of Authorised Share Capital of the Company In Favour of the Proposal FORRequired for augmenting long-term resource for business activities and capital

adequacy purposes

Alteration of the Memorandum of Association of the Company upon

re-classification of Authorised Share Capital of the CompanyIn Favour of the Proposal FOR Related clause for above

Issue and Offer of 7,00,000 Non-Convertible Redeemable Cumulative

Preference Shares (NCRCPS) of Rs. 1000 each at a premium of Rs. 2000

per NCRCPS on a private placement basis – Offer-1;

In Favour of the Proposal FOR To raise long term capital for growth of the company

Issue and Offer of 5,00,000 Non-Convertible Redeemable Cumulative

Preference Shares (NCRCPS) of Rs. 1000 each at a premium of Rs. 2000

per NCRCPS on a private placement basis– Offer-2

In Favour of the Proposal FOR To raise long term capital for growth of the company

Issue and Offer of 4,00,000 Non-Convertible Redeemable Cumulative

Preference Shares (NCRCPS) of Rs. 1000 each at a premium of Rs. 2000

per NCRCPS on a private placement basis– Offer-3;

In Favour of the Proposal FOR To raise long term capital for growth of the company

Issue and Offer of 3,50,000 Non-Convertible Redeemable Cumulative

Preference Shares (NCRCPS) of Rs. 1000 each at a premium of Rs. 2000

per NCRCPS on a private placement basis – Offer-4

In Favour of the Proposal FOR To raise long term capital for growth of the company

Issue and Offer of 3,00,000 Non-Convertible Redeemable Cumulative

Preference Shares (NCRCPS) of Rs. 1000 each at a premium of Rs. 2000

per NCRCPS on a private placement basis – Offer-5

In Favour of the Proposal FOR To raise long term capital for growth of the company

Management

Jan-Mar 16-Feb-17

PENNAR ENGINEERED

BUILDING SYSTEMS

LIMITED

PB Management

Jan-Mar 20-Feb-17Dewan Housing Finance

Corporation LimitedPB Management

Jan-Mar 10-Feb-17BLUE DART EXPRESS

LIMITEDPB

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Issue and Offer of 2,50,000 Non-Convertible Redeemable Cumulative

Preference Shares (NCRCPS) of Rs. 1000 each at a premium of Rs. 2000

per NCRCPS on a private placement basis – Offer-6

In Favour of the Proposal FOR To raise long term capital for growth of the company

Jan-Mar 23-Feb-17 Torrent Power Limited PB Management

Approval of the members is hereby accorded to the Board of Directors

to offer, issue, allot, raise funds by means of Secured, Redeemable,

Non-Convertible Debentures not exceeding Rs. 1500 Crores at par, on

a private placement basis to eligible investors.

In Favour of the Proposal FOR For growth and expansion needs

Jan-Mar 28-Feb-17Hatsun Agro Product

LimitedPB Management

Payment of “Long Term Meritorious Cash Award” to

Mr.K.S.Thanarajan for his past services as Joint Managing

Director of the company.

In Favour of the Proposal FOR Encourages superior perfromance

Jan-Mar 3-Mar-17Grasim Industries

LimitedEGM Management

Increase in limit for investment in the equity share capital of the

Company by Registered Foreign Portfolio Investors including Foreign

Institutional Investors

In Favour of the Proposal FOR

with a view to provide furthermore space for FIIs/FPIs to invest in the equity share

capital of the company, it is proposed to increase the present limit upto an

aggregate limit of 49% of the paid up equity share capital of the company.

Jan-Mar 4-Mar-17 GAIL (India) Limited PB ManagementIssuance of Bonus Shares by Captalisation of Reserves

In Favour of the Proposal FOR

Bonus issues are always welcome by the shareholders. It reduces the Market price

of the share thereby making new investors to enter into the market. Bonus issue

creates a very good image in the market thereby resulting in increase in the value

of the shares

Sub-division of Equity shares of the Company In Favour of the Proposal FORThe Company intends to boost the participation of small investors by making it

affordable to them.

Aleration of Capital Clause of Memorandum of Association of the

Company In Favour of the Proposal FOR

The Company intends to boost the participation of small investors by making it

affordable to them.

Increase of Authorized Share Capital of the Company and amendment

in the Capital Clause in

the Memorandum of Association of the Company

In Favour of the Proposal FOR

The Company intends to issue bonus shares, with regards to the same the

Authorized Capital of the company is required to be increased before

consideration of Bonus issue and to meet any future diversification and expansion

activities of the Company.

To approve the issue of Bonus shares.In Favour of the Proposal FOR

Bonus issues are always welcome by the shareholders. It reduces the Market price

of the share thereby making new investors to enter into the market. Bonus issue

creates a very good image in the market thereby resulting in increase in the value

of the shares

Increase in the Authorised Share Capital and amendments to the

Capital Clause of the MOA In Favour of the Proposal FOR

There will be an increase in share capital due to the proposed Employee Stock

Option Scheme - 2017. Hence, it is proposed to increase the authorised share

capital

Approval for issuance of equity shares under ESOS-2017 to employees

and directors of CorporationIn Favour of the Proposal FOR

ESOPs provide advantages like aligning the interest of the managers with those of

the owners. It is a noncash compensation tool to compete for the best human

resources.

Jan-Mar 11-Mar-17 Mphasis Limited PB Management

Consent of the members is hereby accorded for Approval of Buy-back

up to a maximum 17,370,078 equity Shares of the Company from all

the equity shareholders on a proportionate basis through "Tender

Offer" route under the Securities and Exchange Board of India

(Buyback of Securities) Regulations, 1998 at a price of Rs.635 per

equity share aggregating to Rs.11,030 million.

In Favour of the Proposal FOR Efficient way to return surplus cash to the shareholders.

Jan-Mar 13-Mar-17Larsen & Toubro

LimitedCCM Management Approval for Scheme of Arrangement In Favour of the Proposal FOR Demerger will unlock value for the shareholders

Jan-Mar 12-Mar-17 Apollo Tyres Limited PB ManagementFor further Issue of Securities through a Qualified Institutions

Placement.In Favour of the Proposal FOR

To address the need of capital for future growth requirements and expanding

capacities.

Jan-Mar 14-Mar-17Alembic

Pharmaceuticals LimitedPB Management

To consider and approve appointment of Mr. Udit

Amin, a Related Party under Section 2(76) of the

Act, to Offi ce or Place of Profi t in Alembic Global

Holding SA, Wholly owned subsidiary of the

Company.

In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Jan-Mar 14-Mar-17 MRF Limited PB Management To issue Non- Convertible Debentures (NCDs)/ Bonds: In Favour of the Proposal FOR Required for augmenting long-term resource for business activities

Jan-Mar 5-Mar-17Bharat Electronics

LimitedPB Management

PB Management

Jan-Mar 6-Mar-17V-Guard Industries

LimitedEGM Management

Jan-Mar 10-Mar-17

HOUSING

DEVELOPMENT

FINANCE CORPORATION

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Jan-Mar 14-Mar-17 Bharti Airtel Limited PB ManagementIssue of unsecured/secured redeemable Non-Convertible

Debentures/Bonds by way of Private Placement.In Favour of the Proposal FOR For long term finances and general corporate purpose

Jan-Mar 14-Mar-17 Bharti Airtel Limited PB Management

Transfer of the Company's investment in its wholly owned subsidiary,

Bharti Airtel International (Mauritius) Limited (BAIM), Mauritius to

Network i2i Limited, Mauritius, another wholly owned Subsidiary.

In Favour of the Proposal FOR To simplifying overseas holding structure

Jan-Mar 16-Mar-17 ITC Limited PB ManagementAlteration of the Objects Clause of the Memorandum of Association of

the Company to include 'Healthcare'.In Favour of the Proposal FOR

The Company desires entering in the area of Healthcare in India, by way of setting

up state of the art world class multi speciality hospitals. It would leverage the

Company's repertoire of knowledge & experience in the hopitality & tourism

sector and can be utilised for supporting 'medical tourism' for the country using

the multi speciality world class facilities.

Jan-Mar 17-Mar-17

DEWAN HOUSING

FINANCE CORPORATION

LIMITED

PB Management Approval for Scheme of Arrangement In Favour of the Proposal FORto unlock the value of

the Company’s investment in DPLI

Jan-Mar 17-Mar-17 JK Cements Limited PB ManagementApproval of contract for rendering of expert advisory services by Mr.

Paul Heinz Hugentobler , Director (DIN : 00452691) of the Company.In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Jan-Mar 22-Mar-17Container Corporation

of India LimitedPB Management Issue of Bonus shares by way of Capitalisation of Reserves. In Favour of the Proposal FOR

Bonus issues are always a treat to the members of the Company. It signifies the

growth and development of the Company.

Jan-Mar 24-Mar-17Jain Irrigation Systems

LimitedEGM Management

Consent of the members be and is hereby accorded, for making

offer(s) or invitations to issue Foreign Currency Convertible Bonds

upto USD 75 million to Non – Promoter entities for redemption of

FCCB’s worth USD 50 million issued in 2012/2013 and balance USD 25

million fresh issue for permitted use.

In Favour of the Proposal FOR to repay the FCCB’s issued by the Company in 2012 & 2013

Jan-Mar 29-Mar-17Cadila Healthcare

LimitedPB Management

Resolution for approval of the Scheme of

Arrangement between Cadila Healthcare

Limited and Zydus Healthcare Limited and

their respective shareholders and creditors

for transfer and vesting of the India

Human Formulations Undertaking [as

defined in the Scheme] of Cadila

Healthcare Limited with effect from the

Appointed Date [as mentioned in the

Scheme], as a going concern, on Slump

Sale basis, on a cash consideration.

In Favour of the Proposal FOR To consolidate the business of marketing & selling of human formulations in India.

Audited Financial Statements of the Company In Favour of the Proposal FOR Financials don’t have any qualifications

To declare Final Dividend In Favour of the Proposal FOR Dividend payout is a fair way of distributing profits to shareholders

Re-appointment of Mr N S Sekhsaria as Director In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Re-appointment of Mr Martin Kriegner as Director In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Appointment of Ms Deloitte Haskins and Sells LLP Chartered

Accountants as Auditors of the CompanyIn Favour of the Proposal FOR

No instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Appointment of Mr Neeraj Akhoury as Director In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Appointment of Mr Neeraj Akhoury as Managing Director and Chief

Executive Officer of the CompanyIn Favour of the Proposal FOR Qualifications and prior experience of the candidate

Ratification of Remuneration to Cost Auditor In Favour of the Proposal FORNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Jan-Mar 29-Mar-17 ACC Limited AGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Consent of the shareholders of the Bank be and is hereby accorded to

the Board of Directors of the to offer, issue and allot upto 35170727

equity shares of Rs. 10 each for cash at Rs. 126.81 per share including

premium of Rs. 116.81 per equity share in accordance with the

Regulation 76(1) of SEBI ICDR Regulations aggregating upto Rs. 446

crore on preferential basis to Government of India (President of India).

In Favour of the Proposal FORFor growth and expansion need and to comply with Basel II and Basel III

requirements

Consent of the shareholders of the Bank be and is hereby accorded to

the Board of Directors of the to offer, issue and allot upto 23300000

equity shares of Rs. 10 each for cash at Rs. 126.81 per share including

premium of Rs. 116.81 per equity share in accordance with the

Regulation 76(1) of SEBI ICDR Regulations aggregating upto Rs. 295.47

crore on preferential basis to Life Insurance Corporation of India (LIC).

In Favour of the Proposal FORFor growth and expansion need and to comply with Basel II and Basel III

requirements

Jan-Mar 31-Mar-17Ambuja Cements

LimitedAGM Management

To consider and adopt: i. the

Audited Standalone Financial Statements of the Company for the

financial year ended December 31, 2016 and the Reports of the Board

of Directors and the auditors thereon.

ii. the Audited Consolidated Financial Statements of the Company for

the financial year ended December 31, 2016 and the Reports of the

Board of Directors and the Auditors thereon.

In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To declare final dividend on Equity shares. In Favour of the Proposal FOR Dividend payout is a fair way of distributing profits to shareholders

To appoint a Director in place of Mr. B.L.

Taparia (DIN: 00016551), who retires by

rotation and being eligible, offers himself for

re-appointment.

In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To appoint a Director in place of Mr. Ajay

Kapur (DIN: 03096416), who retires by rotation

and being eligible, offers himself for reappointment.

In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To ratify the appointment of M/s Deloitte Haskins

& Sells, Chartered Accountants, Mumbai

(Membership No. 117366W/W-100018) as the Statutory auditors

In Favour of the Proposal FORNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Ratification of remuneration to the Cost Auditors. In Favour of the Proposal FORNo instances of conflicts of interest are brought to the notice of shareholders. The

auditors are qualified for appointment according to the Companies Act, 2013.

Alteration of Article 149 (2) of the Articles of Association of the

Company.In Favour of the Proposal FOR In compliance with Companies Act, 2013

Revision in compensation of U B Pravin Rao, Chief Operating Officer &

Whole-time Director In Favour of the Proposal FOR Qualifications and prior experience of the candidate

Appointment of D N Prahlad, as an Independent Director In Favour of the Proposal FOR Qualifications and prior experience of the candidate

To adopt new Articles of Association of the Company in conformity

with the Companies Act, 2013 In Favour of the Proposal FOR In compliance with the Companies Act, 2013

Approval of UPL Limited - Employee Stock Option Plan 2017 (ESOP

2017)

In Favour of the Proposal FORESOPs provide advantages like aligning the interest of the managers with those of

the owners.

Grant of options to the employees of the Subsidiary Company(ies) of

the Company under Employees Stock Option Plan 2017 (ESOP 2017)

In Favour of the Proposal FORESOPs provide advantages like aligning the interest of the managers with those of

the owners.

Jan-Mar 22-Mar-17Somany Ceramics

LimitedPB Management Approval for Increase in Borrowing limits In Favour of the Proposal FOR Growth and expansion needs

Jan-Mar 31-Mar-17 Infosys Limited PB

Jan-Mar 29-Mar-17 Bank of India EGM Management

Jan-Mar 31-Mar-17Ambuja Cements

LimitedAGM Management

Management

Jan-Mar 30-Mar-17 UPL Limited EGM Management

Quarter Meeting Date Company Name

Type of

meetings

(AGM/EGM/CCM

/PB)#

Proposal by

Management or

Shareholder

Proposal's description Investee company’s Management

Recommendation

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Jan-Mar 22-Mar-17Somany Ceramics

LimitedPB Management

Creation of Charge on the movable and immovable

properties of the Company, both present and future,

in respect of borrowings

In Favour of the Proposal FOR Growth and expansion needs

Jan-Mar 22-Mar-17Somany Ceramics

LimitedPB 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

In Favour of the Proposal FOR In compliance with the Compnaies Act, 2013

Jan-Mar 22-Mar-17Somany Ceramics

LimitedPB Management

Authorization to the Board of Directors to enter into

contracts or arrangement with related parties including

material related party, pursuant to Section 188 of the

Companies Act, 2013, the Companies (Meetings of Board

and its Powers) Rules, 2014 and Regulation 23 of

the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015.

In Favour of the Proposal Abstain Related party transaction

Jan-Mar 22-Mar-17Somany Ceramics

LimitedPB Management

To issue Secured or Unsecured Redeemable Non-Convertible

Debentures (NCD’s) on Private Placement basis.In Favour of the Proposal FOR For long term financial needs and general corporte purpose

For Against Abstain

2016-17 1888 1852 1 35

# AGM - Annual General Meeting , EGM - Extra Ordinary General Meeting , CCM - Court Convened Meeting , PB - Postal Ballot

The summary of proxy votes cast by Mutual Funds/AMCs across all the investee companies

Summary of Votes cast during the F.Y. 16-17

F.Y. Total no. of

resolutions

Break-up of Vote decision

Quarter

Meeting

Date (MM-

DD-YYYY)

Company Name

Type of

meetings

(AGM/EGM/

CCM)#

Proposal by

Management or

Shareholder

Proposal's description

Investee

company’s

Management

Recommendatio

n

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Apr - June 04-02-2016 Bosch Limited PB ManagementApprove Revision of Remuneration of Soumitra Bhattacharya as

Joint Managing DirectorFor For

A vote FOR this resolution is warranted given the absence of any known issues surrounding the

proposed remuneration.

Apr - June 04-02-2016 Bosch Limited PB ManagementApprove Sale and Transfer of Company's Starter Motors and

Generators BusinessFor For

A vote FOR this resolution is warranted in light of the following:- The proposed sale would

enable focus on the growth of the SG Business; and- The basis of arriving at the sale

consideration is deemed fair as it is based on the fair value of the business as appraised by an

independent valuer and the fairness opinion by an independent merchant bank.

Apr - June 04-19-2016 CRISIL Ltd. AGM Management Accept Financial Statements and Statutory Reports For ForA vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

Apr - June 04-19-2016 CRISIL Ltd. AGM Management Approve Dividend Payment For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

Apr - June 04-19-2016 CRISIL Ltd. AGM Management Elect Yann Le Pallec as Director For ForA vote FOR the nominee is warranted given the absence of any known issues concerning the

nominee.

Apr - June 04-19-2016 CRISIL Ltd. AGM ManagementApprove S.R. Batliboi & Co. LLP as Auditors and Authorize Board to

Fix Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

Apr - June 04-19-2016 CRISIL Ltd. AGM Management Elect John Francis Callahan Jr.as Director For ForA vote FOR the nominee is warranted given the absence of any known issues concerning the

nominee.

Apr - June 04-22-2016 ICICI Bank Limited PB Management Reelect M.K. Sharma as Director For ForA vote FOR the nominee is warranted given the absence of any known issues concerning the

nominee.

Apr - June 04-22-2016 ICICI Bank Limited PB ManagementApprove Appointment and Remuneration of M.K. Sharma as

Independent Non Executive ChairmanFor For

A vote FOR this resolution is warranted given the absence of any known issues concerning the

nominee and director remuneration at the company.

Apr - June 04-22-2016 ICICI Bank Limited PB Management Elect Vishakha Mulye as Director For ForA vote FOR the nominee is warranted given the absence of any known issues concerning the

nominee.

Apr - June 04-22-2016 ICICI Bank Limited PB ManagementApprove Appointment and Remuneration of Vishakha Mulye as

Executive DirectorFor For

A vote FOR this resolution is warranted given the absence of any known issues concerning the

nominee and her remuneration.

Apr - June 04-22-2016 ICICI Bank Limited PB Management Amend Employees Stock Option Scheme For For A vote FOR as the plan does not violate the guidelines.

Apr - June 04-26-2016 ABB India Limited AGM Management Accept Financial Statements and Directors' Report For ForA vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

Apr - June 04-26-2016 ABB India Limited AGM Management Approve Dividend Payment For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

Apr - June 04-26-2016 ABB India Limited AGM ManagementApprove S R Batliboi & Associates LLP as Auditors and Authorize

Board to Fix Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

Apr - June 04-26-2016 ABB India Limited AGM Management Reelect Frank Duggan as Director For ForA vote FOR the nominee is warranted given the absence of any known issues concerning the

nominee.

Apr - June 04-26-2016 ABB India Limited AGM Management Elect Sanjeev Sharma as Director For ForA vote FOR the nominee is warranted given the absence of any known issues concerning the

nominee.

Apr - June 04-26-2016 ABB India Limited AGM ManagementApprove Appointment and Remuneration of Sanjeev Sharma as

Managing DirectorFor For

A vote FOR this resolution is warranted given the absence of any known issues concerning the

nominee and his remuneration.

Apr - June 04-26-2016 ABB India Limited AGM Management Approve Remuneration of Cost Auditors For ForA vote FOR this proposal is warranted given the absence of any known issues concerning the

cost auditors and their remuneration.

Apr - June 04-27-2016 Fag Bearings India Ltd AGM Management Accept Financial Statements and Statutory Reports For ForA vote FOR this resolution is warranted given the unqualified audit opinion on the company's

financial statements.

Apr - June 04-27-2016 Fag Bearings India Ltd AGM Management Approve Dividend Payment For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

Apr - June 04-27-2016 Fag Bearings India Ltd AGM Management Reelect Avinashi Gandhi as Director For ForA vote FOR the nominee is warranted given the absence of any known issues concerning the

nominee.

Apr - June 04-27-2016 Fag Bearings India Ltd AGM Management Reelect Dietmar Heinrich as Director For ForA vote FOR the nominee is warranted given the absence of any known issues concerning the

nominee.

Apr - June 04-27-2016 Fag Bearings India Ltd AGM ManagementApprove BSR & Co. LLP as Auditors and Authorize Board to Fix

Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

JPMorgan Mutual Fund

Details of Votes cast during the year from April 2016 to March 2017 for the Financial year 2016-17

Quarter

Meeting

Date (MM-

DD-YYYY)

Company Name

Type of

meetings

(AGM/EGM/

CCM)#

Proposal by

Management or

Shareholder

Proposal's description

Investee

company’s

Management

Recommendatio

n

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Apr - June 04-27-2016 Fag Bearings India Ltd AGM ManagementApprove on Material Related Party Transactions with Schaeffler

Technologies AG & Co. KGFor For

A vote FOR this resolution is warranted despite the limited disclosure as these are operating

transactions within the ordinary course of business at arms-length, and may be necessary to

carry out the company's operations.

Apr - June 04-27-2016 Fag Bearings India Ltd AGM Management Approve Remuneration of Cost Auditors For ForA vote FOR this proposal is warranted given the absence of any known issues concerning the

cost auditors and their remuneration.

Apr - June 04-27-2016 Fag Bearings India Ltd AGM Management Approve Remuneration of Non-Executive Directors For ForA vote FOR this resolution is warranted given the absence of any known issues concerning the

company's remuneration practices.

Apr - June 04-29-2016Torrent

Pharmaceuticals LtdPB Management

Approve Issuance of Equity or Equity-Linked Securities without

Preemptive Rights under Qualified Institutions PlacementFor For

A vote FOR this resolution is warranted given that the potential dilution of this issuance

request of 13.2 percent is considered reasonable.

Apr - June 04-29-2016Torrent

Pharmaceuticals LtdPB Management

Approve Issuance of Redeemable Non-Convertible

Debentures/Bonds by Way of Private PlacementFor Against

A vote AGAINST this resolution is warranted given that the potential increase in debt is

considered excessive.

Apr - June 04-30-2016

National Buildings

Construction Corp.

Ltd

PB Management Approve Stock Split For For

A vote FOR these resolutions is warranted given the proposals may improve the marketability

and liquidity of the company's shares and would have no material economic impact on

shareholders.

Apr - June 04-30-2016

National Buildings

Construction Corp.

Ltd

PB Management Amend Memorandum of Association to Reflect Changes in Capital For For

A vote FOR these resolutions is warranted given the proposals may improve the marketability

and liquidity of the company's shares and would have no material economic impact on

shareholders.

Apr - June 04-30-2016

National Buildings

Construction Corp.

Ltd

PB ManagementChange Company Name and Amend Memorandum of Association

and Articles of AssociationFor For

A vote FOR this resolution is warranted given the proposed name change would reflect the

business activities of the company.

Apr - June 05-07-2016 Axis Bank Ltd. PB ManagementApprove Reappointment and Remuneration of Sanjiv Misra as Non-

Executive ChairmanFor For

A vote FOR this resolution is warranted given the absence of any known issues concerning the

nominee and his remuneration.

Apr - June 05-07-2016 Axis Bank Ltd. PB Management Adopt New Articles of Association For For

A vote FOR this resolution is warranted in light of the following:- The proposal would align

certain rights of a specific shareholder with good corporate governance principles.- The

proposal would render the articles of association updated and ensure compliance to the

prevailing laws.

Apr - June 05-24-2016 Asian Paints Ltd. PB Management

Approve Keeping of Register of Members, Documents, and

Certificates at the Office of TSR Darashaw Ltd., Registrar and

Transfer Agent

For For A vote FOR this resolution is warranted given the proposal is of administrative in nature.

Apr - June 06-04-2016Britannia Industries

Ltd.CCM Management Approve Scheme of Arrangement For For

A vote FOR this resolution is warranted given the proposed demerger would rationalize the

group's businesses resulting in operational efficiencies and economies of scale.

Apr - June 06-04-2016 YES BANK Limited PB ManagementIncrease Authorized Share Capital and Amend Memorandum of

AssociationFor For As per policy on arbitrage funds

Apr - June 06-04-2016 YES BANK Limited PB ManagementAmend Main Objects and Other Clauses of the Memorandum of

AssociationFor For As per policy on arbitrage funds

Apr - June 06-04-2016 YES BANK Limited PB Management Amend Articles of Association For For As per policy on arbitrage funds

Apr - June 06-07-2016 YES BANK Limited AGM Management Accept Financial Statements and Statutory Reports For Abstain As per policy on arbitrage funds

Apr - June 06-07-2016 YES BANK Limited AGM Management Approve Dividend Payment For Abstain As per policy on arbitrage funds

Apr - June 06-07-2016 YES BANK Limited AGM Management Reelect M. R. Srinivasan as Director For Abstain As per policy on arbitrage funds

Apr - June 06-07-2016 YES BANK Limited AGM ManagementApprove B.S.R. & Co. LLP. as Auditors and Authorize Board to Fix

Their RemunerationFor Abstain As per policy on arbitrage funds

Apr - June 06-07-2016 YES BANK Limited AGM Management Elect Ajai Kumar as Director For Abstain As per policy on arbitrage funds

Apr - June 06-07-2016 YES BANK Limited AGM Management Elect Ashok Chawla as Independent Director For Abstain As per policy on arbitrage funds

Apr - June 06-07-2016 YES BANK Limited AGM ManagementApprove Revision of Remuneration of Radha Singh, Non-Executive

ChairpersonFor Abstain As per policy on arbitrage funds

Apr - June 06-07-2016 YES BANK Limited AGM Management Approve Commission Remuneration for Non-Executive Directors For Abstain As per policy on arbitrage funds

Apr - June 06-07-2016 YES BANK Limited AGM ManagementApprove Issuance of Equity or Equity-Linked Securities without

Preemptive RightsFor Abstain As per policy on arbitrage funds

Apr - June 06-07-2016 YES BANK Limited AGM Management Authorize Issuance of Non-Convertible Debentures For Abstain As per policy on arbitrage funds

Quarter

Meeting

Date (MM-

DD-YYYY)

Company Name

Type of

meetings

(AGM/EGM/

CCM)#

Proposal by

Management or

Shareholder

Proposal's description

Investee

company’s

Management

Recommendatio

n

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Apr - June 06-14-2016 MindTree Limited CCM Management Approve Scheme of Amalgamation For ForThe proposed merger of wholly owned subsidiaries with the company would rationalize the

group's operations and hence "For" vote is warranted

Apr - June 06-17-2016Tata Consultancy

Services Ltd.AGM Management Accept Financial Statements and Statutory Reports For For

A vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

Apr - June 06-17-2016Tata Consultancy

Services Ltd.AGM Management Approve Interim Dividend and Declare Final Dividend For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

Apr - June 06-17-2016Tata Consultancy

Services Ltd.AGM Management Reelect Ishaat Hussain as Director For For

A vote FOR Ishaat Hussain is warranted given the absence of any known issues concerning the

nominee and the company's board and committee dynamics.

Apr - June 06-17-2016Tata Consultancy

Services Ltd.AGM Management

Approve Deloitte Haskins & Sells LLP as Auditors and Authorize

Board to Fix Their RemunerationFor For

A vote FOR these proposals is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

Apr - June 06-17-2016Tata Consultancy

Services Ltd.AGM Management

Appoint Branch Auditors and Authorize Board to Fix Their

RemunerationFor For

A vote FOR these proposals is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

Apr - June 06-18-2016Eicher Motors

LimitedAGM Management Accept Financial Statements and Statutory Reports For For

A vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

Apr - June 06-18-2016Eicher Motors

LimitedAGM Management Approve Interim Dividend For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

Apr - June 06-18-2016Eicher Motors

LimitedAGM Management

Approve Deloitte Haskins & Sells as Auditors and Authorize Board

to Fix Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

Apr - June 06-18-2016Eicher Motors

LimitedAGM Management Approve Reappointment of Siddhartha Lal as Managing Director For For

A vote FOR the reappointment of Siddhartha Lal as managing director (Item 4) is warranted

given the absence of any known issues concerning the executive.

Apr - June 06-18-2016Eicher Motors

LimitedAGM Management Approve Remuneration of Siddhartha Lal as Managing Director For For Its usual business practice and within the the limits approved by companies Act

Apr - June 06-18-2016 Infosys Ltd. AGM Management Accept Financial Statements For ForA vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

Apr - June 06-18-2016 Infosys Ltd. AGM Management Approve Dividend Payment For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

Apr - June 06-18-2016 Infosys Ltd. AGM Management Elect Vishal Sikka as Director For ForA vote FOR Vishal Sikka is warranted given the absence of any known issues concerning the

nominee and the company's board and committee dynamics.

Apr - June 06-18-2016 Infosys Ltd. AGM ManagementApprove B S R & Co. LLP as Auditors and Authorize Board to Fix

Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

Apr - June 06-22-2016Equitas Holdings

LimitedAGM Management Accept Financial Statements and Statutory Reports For For

A vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

Apr - June 06-22-2016Equitas Holdings

LimitedAGM Management Reelect P N Vasudevan as Director For For

A vote FOR the nominee is warranted given the absence of any known issues concerning the

nominee and the company's board and committee dynamics.

Apr - June 06-22-2016Equitas Holdings

LimitedAGM Management

Approve Deloitte Haskins & Sells as Auditors and Authorize Board

to Fix Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

Apr - June 06-22-2016Equitas Holdings

LimitedAGM Management Approve Charitable Donations For For

A vote FOR this resolution is warranted given the company has provided adequate information

on the proposal.

Apr - June 06-22-2016Equitas Holdings

LimitedAGM Management

Approve Sale/Assignment/Securitization of Assets of Equitas Micro

Finance Ltd., Equitas Finance Ltd., Equitas Housing Finance Ltd.For For

A vote FOR this resolution is warranted given the transaction is considered a day-to-day

management decision of a financial institution.

Apr - June 06-22-2016Equitas Holdings

LimitedAGM Management Amend Equitas Employees Stock Option Scheme 2015 For Against

Given that the company did not disclose an exercise price or pricing formula at which the

options will be issued, the custom policy is unable to determine whether administrators have

freedom to determine the exercise price. As such vote AGAINST this proposal.

Apr - June 06-22-2016 GRUH Finance Ltd AGM Management Accept Financial Statements and Statutory Reports For ForA vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

Apr - June 06-22-2016 GRUH Finance Ltd AGM Management Approve Dividends For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

Apr - June 06-22-2016 GRUH Finance Ltd AGM Management Reelect Keki M. Mistry as Director For ForA vote FOR the nominee is warranted given the absence of any known issues concerning the

nominee.

Apr - June 06-22-2016 GRUH Finance Ltd AGM Management Reelect Renu S. Karnad as Director For ForA vote FOR the nominee is warranted given the absence of any known issues concerning the

nominee.

Apr - June 06-22-2016 GRUH Finance Ltd AGM ManagementApprove Sorab S. Engineer & Co., as Auditors and Authorize Board

to Fix Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

Quarter

Meeting

Date (MM-

DD-YYYY)

Company Name

Type of

meetings

(AGM/EGM/

CCM)#

Proposal by

Management or

Shareholder

Proposal's description

Investee

company’s

Management

Recommendatio

n

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Apr - June 06-22-2016 GRUH Finance Ltd AGM Management Approve Increase in Borrowing Powers For ForA vote FOR these resolutions is warranted given the request is deemed reasonable in view of

the company's current financial position.

Apr - June 06-22-2016 GRUH Finance Ltd AGM Management Authorize Issuance of Non-Convertible Debentures For ForA vote FOR these resolutions is warranted given the request is deemed reasonable in view of

the company's current financial position.

Apr - June 06-22-2016Kansai Nerolac Paints

LtdAGM Management Accept Financial Statements and Statutory Reports For For

A vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

Apr - June 06-22-2016Kansai Nerolac Paints

LtdAGM Management Approve Dividends For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

Apr - June 06-22-2016Kansai Nerolac Paints

LtdAGM Management Reelect P. D. Chaudhari as Director For For

A vote FOR the nominee is warranted given the absence of any known issues concerning the

nominee.

Apr - June 06-22-2016Kansai Nerolac Paints

LtdAGM Management Reelect M. Tanaka as Director For For

A vote FOR the nominee is warranted given the absence of any known issues concerning the

nominee.

Apr - June 06-22-2016Kansai Nerolac Paints

LtdAGM Management

Approve B S R & Co. LLP as Auditors and Authorize Board to Fix

Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

Apr - June 06-22-2016Kansai Nerolac Paints

LtdAGM Management

Approve Keeping of Register of Members, Index of Members, and

Related Documents at the Office of the Registrar and Transfer

Agent of the Company

For ForA vote FOR this resolution is warranted given that the shift to a new registrar and transfer

agent is in accordance with the directions of the market regulator.

Apr - June 06-25-2016 IDFC Ltd PB ManagementApprove Re-pricing and Re-granting of Stock Options Under IDFC

Employee Stock Option Scheme 2007For For

A vote FOR this resolution is warranted given the proposal would align the exercise price of the

options with the share price of the company following the demerger of its lending and

financing business.

Apr - June 06-25-2016 IDFC Ltd PB Management

Approve IDFC Employee Stock Option Scheme 2016 (ESOP 2016)

and Grant of Options to Employees / Directors of the Company

Under the ESOP 2016

For For The proposal does not violate the policy guidelines.

Apr - June 06-25-2016 IDFC Ltd PB ManagementApprove Stock Option Plan Grants to Employees / Directors of

Subsidiaries Under the ESOP 2016For For The proposal does not violate the policy guidelines.

Apr - June 06-27-2016 ITC Ltd. PB Management Increase Authorized Share Capital For ForA vote FOR these resolutions is warranted given the capital increase is within a reasonable

range.

Apr - June 06-27-2016 ITC Ltd. PB Management Amend Articles of Association to Reflect Changes in Capital For ForA vote FOR these resolutions is warranted given the capital increase is within a reasonable

range.

Apr - June 06-27-2016 ITC Ltd. PB Management Approve Bonus Issue For ForA vote FOR this resolution is warranted given the bonus issue would increase the liquidity of

the company's shares.

Apr - June 06-28-2016 Asian Paints Ltd. AGM Management Accept Financial Statements and Statutory Reports For ForA vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

Apr - June 06-28-2016 Asian Paints Ltd. AGM Management Approve Dividend For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

Apr - June 06-28-2016 Asian Paints Ltd. AGM Management Reelect Mahendra Choksi as Director For ForA vote FOR the nominee is warranted given the absence of any known issues concerning the

nominee.

Apr - June 06-28-2016 Asian Paints Ltd. AGM Management Reelect Malav Dani as Director For ForA vote FOR the nominee is warranted given the absence of any known issues concerning the

nominee.

Apr - June 06-28-2016 Asian Paints Ltd. AGM ManagementApprove B S R & Co., LLP as Auditors and Authorize Board to Fix

Their RemunerationFor For

A vote FOR these proposals is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

Apr - June 06-28-2016 Asian Paints Ltd. AGM ManagementApprove Deloitte Haskins & Sells LLP as Auditors and Authorize

Board to Fix Their RemunerationFor For

A vote FOR these proposals is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

Apr - June 06-28-2016 Asian Paints Ltd. AGM Management Approve Remuneration of Cost Auditors For ForA vote FOR this proposal is warranted given the absence of any known issues concerning the

cost auditors and their remuneration.

Apr - June 06-28-2016Equitas Holdings

LimitedPB Management Amend Memorandum of Association Re: Corporate Purpose For For

A vote FOR this resolution is warranted given that the proposed changes would: (a) enable the

company to operate a small finance bank and (b) render the company's memorandum of

association updated and ensure compliance to the prevailing laws.

Apr - June 06-28-2016Supreme Industries

LimitedAGM Management Accept Financial Statements and Statutory Reports For For

A vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

Apr - June 06-28-2016Supreme Industries

LimitedAGM Management Approve Interim Dividend Payment For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

Quarter

Meeting

Date (MM-

DD-YYYY)

Company Name

Type of

meetings

(AGM/EGM/

CCM)#

Proposal by

Management or

Shareholder

Proposal's description

Investee

company’s

Management

Recommendatio

n

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

Apr - June 06-28-2016Supreme Industries

LimitedAGM Management Reeect Bajranglal Surujmal Taparia as Director For For

A vote FOR the nominee is warranted given the absence of any known issues concerning the

nominee and the company's board and committee dynamics.

Apr - June 06-28-2016Supreme Industries

LimitedAGM Management Approve Auditors and Authorize Board to Fix Their Remuneration For For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

Apr - June 06-28-2016Supreme Industries

LimitedAGM Management Approve Remuneration of Cost Auditors For For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

cost auditors and their remuneration.

Apr - June 06-30-2016Hindustan Unilever

Limited.AGM Management Accept Financial Statements and Statutory Reports For For

A vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

Apr - June 06-30-2016Hindustan Unilever

Limited.AGM Management Approve Interim Dividend and Final Dividend For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

Apr - June 06-30-2016Hindustan Unilever

Limited.AGM Management Reelect Harish Manwani as Director For For

A vote FOR the nominee is warranted given the absence of any known issues concerning the

nominee.

Apr - June 06-30-2016Hindustan Unilever

Limited.AGM Management Reelect Pradeep Banerjee as Director For For

A vote FOR the nominee is warranted given the absence of any known issues concerning the

nominee.

Apr - June 06-30-2016Hindustan Unilever

Limited.AGM Management Reelect P.B. Balaji as Director For For

A vote FOR the nominee is warranted given the absence of any known issues concerning the

nominee.

Apr - June 06-30-2016Hindustan Unilever

Limited.AGM Management

Approve B S R & Co. LLP, as Statutory Auditors and Authorize

Board to Fix Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

Apr - June 06-30-2016Hindustan Unilever

Limited.AGM Management Approve Remuneration of Cost Auditors For For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

cost auditors and their remuneration.

Apr - June 06-30-2016Hindustan Unilever

Limited.CCM Management Approve Scheme of Arrangement For For

A vote FOR this resolution is warranted given the proposal would give the company flexibility

to utilize the excess of general reserves and reward shareholders.

Apr - June 06-30-2016Solar Industries India

Ltd.PB Management Approve Stock Split For For

A vote FOR these resolutions is warranted given the proposals may improve the marketability

and liquidity of the company's shares and would have no material economic impact on

shareholders.

Apr - June 06-30-2016Solar Industries India

Ltd.PB Management Amend Articles of Association to Reflect Changes in Capital For For

A vote FOR these resolutions is warranted given the proposals may improve the marketability

and liquidity of the company's shares and would have no material economic impact on

shareholders.

Apr - June 06-30-2016Solar Industries India

Ltd.PB Management

Approve Reappointment and Remuneration of Satyanarayan

Nuwal as Chairman & Executive DirectorFor Against

Our recommendationin this resolution was 'For" since the remuneration was within the limits

prescribed by the Companies Act. However, proxy voting advisor faced execution issues and

could not change the vote.

Apr - June 06-30-2016Solar Industries India

Ltd.PB Management

Approve Reappointment and Remuneration of Kailashchandra

Nuwal as Vice Chairman & Executive DirectorFor Against

Our recommendationin this resolution was 'For" since the remuneration was within the limits

prescribed by the Companies Act. However, proxy voting advisor faced execution issues and

could not change the vote.

Apr - June 06-30-2016Solar Industries India

Ltd.PB Management

Approve Reappointment and Remuneration of Manish Nuwal as

Managing DirectorFor Against

Our recommendationin this resolution was 'For" since the remuneration was within the limits

prescribed by the Companies Act. However, proxy voting advisor faced execution issues and

could not change the vote.

Apr - June 06-30-2016Solar Industries India

Ltd.PB Management

Approve Revision in the Remuneration of Roomie Dara Vakil as

Executive DirectorFor For

A vote FOR these resolutions is warranted given the absence of any known issues surrounding

the proposed remuneration.

Apr - June 06-30-2016Solar Industries India

Ltd.PB Management

Approve Revision in the Remuneration of Anil Kumar Jain as

Executive DirectorFor For

A vote FOR these resolutions is warranted given the absence of any known issues surrounding

the proposed remuneration.

Apr - June 06-30-2016 State Bank Of India AGM Management Accept Financial Statements and Statutory Reports For ForA vote FOR this resolution is warranted given the unqualified audit opinion on the company's

financial statements.

July-Sept 07-01-2016IndusInd Bank

LimitedAGM Management Accept Financial Statements and Statutory Reports For For

A vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

July-Sept 07-01-2016IndusInd Bank

LimitedAGM Management Approve Dividends For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 07-01-2016IndusInd Bank

LimitedAGM Management Reelect R. Seshasayee as Director For For

A vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 07-01-2016IndusInd Bank

LimitedAGM Management

Approve Price Waterhouse Chartered Accountants LLP, Mumbai as

Auditors and Authorize Board to Fix Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

Quarter

Meeting

Date (MM-

DD-YYYY)

Company Name

Type of

meetings

(AGM/EGM/

CCM)#

Proposal by

Management or

Shareholder

Proposal's description

Investee

company’s

Management

Recommendatio

n

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

July-Sept 07-01-2016IndusInd Bank

LimitedAGM Management Elect Shanker Annaswamy as Independent Director For For

A vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 07-01-2016IndusInd Bank

LimitedAGM Management Elect T. T. Ram Mohan as Independent Director For For

A vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 07-01-2016IndusInd Bank

LimitedAGM Management Approve Remuneration of Non-Executive Directors For For

A vote FOR this resolution is warranted given the absence of any known issues concerning the

company's remuneration practices.

July-Sept 07-01-2016IndusInd Bank

LimitedAGM Management Approve Remuneration of R. Seshasayee, Non-Executive Chairman For For

A vote FOR this resolution is warranted given the absence of any known issues concerning the

company's remuneration practices.

July-Sept 07-01-2016IndusInd Bank

LimitedAGM Management

Authorize Issuance of Long Term Bonds/Non-Convertible

Debentures on Private PlacementFor For

A vote FOR this resolution is warranted given the request is deemed reasonable in view of the

company's current financial position.

July-Sept 07-05-2016Bharat Petroleum

Corporation Ltd.PB Management Approve Bonus Issue For For

A vote FOR this resolution is warranted given the bonus issue would increase the liquidity of

the company's shares.

July-Sept 07-06-2016The Indian Hotels

Co., Ltd.PB Management Approve Sale of LLC Interest in IHMS (Boston) LLC For For

A vote FOR this resolution is warranted in light of the following:- The proposed sale would

enable the company to monetize its assets and raise funds to for debt repayment.- The

company would still be able to retain its brand presence at the Boston Hotel according to the

management services agreement to be executed with the purchaser; and- The purchaser

would be an independent third party not related to any of the company's promoters or

promoter group.

July-Sept 07-07-2016Grindwell Norton

LimitedPB Management Increase Authorized Common Stock For For

A vote FOR these resolutions is warranted given the capital increase is within a reasonable

range.

July-Sept 07-07-2016Grindwell Norton

LimitedPB Management Amend Memorandum of Association to Reflect Changes in Capital For For

A vote FOR these resolutions is warranted given the capital increase is within a reasonable

range.

July-Sept 07-07-2016Grindwell Norton

LimitedPB Management Amend Articles of Association to Reflect Changes in Capital For For

A vote FOR these resolutions is warranted given the capital increase is within a reasonable

range.

July-Sept 07-07-2016Grindwell Norton

LimitedPB Management Approve Bonus Issue For For

A vote FOR this resolution is warranted given the bonus issue would increase the liquidity of

the company's shares.

July-Sept 07-11-2016 ICICI Bank Limited AGM Management Accept Financial Statements and Statutory Reports For ForA vote FOR this resolution is warranted given the unqualified audit opinion on the company's

financial statements.

July-Sept 07-11-2016 ICICI Bank Limited AGM Management Approve Dividend on Preference Shares For For A vote FOR these resolutions is warranted because these are routine dividend proposals.

July-Sept 07-11-2016 ICICI Bank Limited AGM Management Approve Dividend on Equity Shares For For A vote FOR these resolutions is warranted because these are routine dividend proposals.

July-Sept 07-11-2016 ICICI Bank Limited AGM Management Reelect Rajiv Sabharwal as Director For ForA vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 07-11-2016 ICICI Bank Limited AGM Management Reelect N.S. Kannan as Director For ForA vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 07-11-2016 ICICI Bank Limited AGM ManagementApprove B S R & Co. LLP as Auditors and Authorize Board to Fix

Their RemunerationFor For

A vote FOR these proposals is warranted despite the limited disclosure in the absence of any

known issues concerning the auditors and the way the audit was conducted.

July-Sept 07-11-2016 ICICI Bank Limited AGM ManagementAppoint Branch Auditors and Authorize Board to Fix Their

RemunerationFor For

A vote FOR these proposals is warranted despite the limited disclosure in the absence of any

known issues concerning the auditors and the way the audit was conducted.

July-Sept 07-11-2016 ICICI Bank Limited AGM Management Elect Vijay Chandok as Director For ForA vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 07-11-2016 ICICI Bank Limited AGM ManagementApprove Reappointment and Remuneration of Vijay Chandok as a

Executive DirectorFor For

A vote FOR this resolution is warranted given the absence of any known issues concerning the

nominee and his remuneration.

July-Sept 07-11-2016 ICICI Bank Limited AGM Management Approve Commission Remuneration for Non-Executive Directors For ForA vote FOR this resolution is warranted given the absence of any known issues concerning the

company's remuneration practices.

July-Sept 07-11-2016 ICICI Bank Limited AGM Management Authorize Issuance of Non-Convertible Debentures For ForA vote FOR this resolution is warranted given the request is deemed reasonable in view of the

company's current financial position.

July-Sept 07-13-2016 Havells India Ltd. AGM Management Accept Financial Statements and Statutory Reports For ForA vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

July-Sept 07-13-2016 Havells India Ltd. AGM Management Approve Dividends For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

Quarter

Meeting

Date (MM-

DD-YYYY)

Company Name

Type of

meetings

(AGM/EGM/

CCM)#

Proposal by

Management or

Shareholder

Proposal's description

Investee

company’s

Management

Recommendatio

n

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

July-Sept 07-13-2016 Havells India Ltd. AGM Management Reappoint Surjit Kumar Gupta as Director For ForA vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 07-13-2016 Havells India Ltd. AGM Management Reelect Anil Rai Gupta as Director For ForA vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 07-13-2016 Havells India Ltd. AGM Management Approve Auditors and Authorize Board to Fix Their Remuneration For ForA vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 07-13-2016 Havells India Ltd. AGM Management Authorize Board to Fix Remuneration of Cost Auditors For ForA vote FOR this proposal is warranted given the absence of any known issues concerning the

cost auditors and their remuneration.

July-Sept 07-13-2016 Havells India Ltd. AGM ManagementApprove Havells Employee Stock Purchase Scheme 2016 (ESPS

2016) and Its Implementation Through TrustFor For This proposal does not violate the policy guidelines.

July-Sept 07-13-2016 Havells India Ltd. AGM ManagementAuthorize Havells Employees Welfare Trust to Subscribe to Shares

of the Company Under the ESPS 2016For For This proposal does not violate the policy guidelines.

July-Sept 07-13-2016 Havells India Ltd. AGM Management

Approve Provision of Money to the Havells Employees Welfare

Trust /Trustees for Subscription of Shares of the Company under

the ESPS 2016

For For This proposal does not violate the policy guidelines.

July-Sept 07-13-2016 Havells India Ltd. AGM Management Reelect Avinash Parkash Gandhi as Independent Director For ForA vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 07-13-2016 Havells India Ltd. AGM Management Reelect Vijay Kumar Chopra as Independent Director For ForA vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 07-13-2016 Havells India Ltd. AGM Management Reelect Sunil Behari Mathur as Independent Director For ForA vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 07-13-2016 Havells India Ltd. AGM Management Reelect Surender Kumar Tuteja as Independent Director For ForA vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 07-13-2016 Havells India Ltd. AGM Management Reelect Adarsh Kishore as Independent Director For ForA vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 07-13-2016 Havells India Ltd. AGM Management Approve Commission Remuneration for Non-executive Directors For ForA vote FOR this resolution is warranted given the absence of any known issues concerning the

company's remuneration practices.

July-Sept 07-19-2016 MindTree Limited AGM Management Accept Financial Statements and Statutory Reports For ForA vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

July-Sept 07-19-2016 MindTree Limited AGM Management Confirm Interim Dividends and Approve Final Dividend For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 07-19-2016 MindTree Limited AGM Management Reelect V. G. Siddhartha as Director For Against

A vote AGAINST the following nominee is warranted because: V.G. Siddhartha (Item 3)

attended less than 75 percent of board and committee meetings over the most recent fiscal

year, without a satisfactory explanation.

July-Sept 07-19-2016 MindTree Limited AGM ManagementApprove Deloitte Haskin & Sells as Auditors and Authorize Board to

Fix Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 07-19-2016 MindTree Limited AGM Management Adopt New Articles of Association For ForA vote FOR this resolution is warranted given the proposal would render the company's articles

updated and ensure compliance to the prevailing laws.

July-Sept 07-19-2016 MindTree Limited AGM Management Elect Milind Sarwate as Independent Director For ForA vote FOR Milind Sarwate (item 6) is warranted given the absence of any known issues

concerning the nominee and the company's board and committee dynamics.

July-Sept 07-19-2016Ultratech Cement

Ltd.AGM Management Accept Financial Statements and Statutory Reports For For

A vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

July-Sept 07-19-2016Ultratech Cement

Ltd.AGM Management Approve Dividend For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 07-19-2016Ultratech Cement

Ltd.AGM Management Reelect Rajashree Birla as Director For Against

A vote AGAINST the following nominee is warranted because: Rajashree Birla (Item 3) attended

less than 75 percent of board and committee meetings over the most recent fiscal year,

without a satisfactory explanation.

July-Sept 07-19-2016Ultratech Cement

Ltd.AGM Management

Approve BSR & Co. LLP as Joint Auditors and Authorize Board to Fix

Their RemunerationFor For

A vote FOR these proposals is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 07-19-2016Ultratech Cement

Ltd.AGM Management

Approve Khimji Kunverji & Co. as Joint Auditors and Authorize

Board to Fix Their RemunerationFor For

A vote FOR these proposals is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 07-19-2016Ultratech Cement

Ltd.AGM Management Approve Remuneration of Cost Auditors For For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

cost auditors and their remuneration.

Quarter

Meeting

Date (MM-

DD-YYYY)

Company Name

Type of

meetings

(AGM/EGM/

CCM)#

Proposal by

Management or

Shareholder

Proposal's description

Investee

company’s

Management

Recommendatio

n

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

July-Sept 07-19-2016Ultratech Cement

Ltd.AGM Management Elect Krishna Kishore Maheshwari as Director For For

A vote FOR all other nominees is warranted given the absence of any known issues concerning

the nominees.

July-Sept 07-19-2016Ultratech Cement

Ltd.AGM Management

Approve Appointment and Remuneration of Krishna Kishore

Maheshwari as Managing DirectorFor For

A vote FOR this resolution is warranted given the absence of any known issues concerning the

nominee and his remuneration.

July-Sept 07-19-2016Ultratech Cement

Ltd.AGM Management Elect Alka Marezban Bharucha as Director For For

A vote FOR all other nominees is warranted given the absence of any known issues concerning

the nominees.

July-Sept 07-19-2016Ultratech Cement

Ltd.AGM Management Elect Atul Satish Daga as Director For For

A vote FOR all other nominees is warranted given the absence of any known issues concerning

the nominees.

July-Sept 07-19-2016Ultratech Cement

Ltd.AGM Management

Approve Appointment and Remuneration of Atul Satish Daga as

Executive Director and CFOFor For

A vote FOR this resolution is warranted given the absence of any known issues concerning the

nominee and his remuneration.

July-Sept 07-19-2016Ultratech Cement

Ltd.AGM Management Authorize Issuance of Non-Convertible Debentures For For

A vote FOR this resolution is warranted given that the potential increase in debt is within a

reasonable range.

July-Sept 07-19-2016Ultratech Cement

Ltd.AGM Management Approve Increase in Borrowing Powers For For

A vote FOR these resolutions is warranted given that the proposed debt limit is within a

reasonable range.

July-Sept 07-19-2016Ultratech Cement

Ltd.AGM Management Approve Pledging of Assets for Debt For For

A vote FOR these resolutions is warranted given that the proposed debt limit is within a

reasonable range.

July-Sept 07-19-2016Ultratech Cement

Ltd.AGM Management Approve Increase in Limit on Foreign Shareholdings For For

A vote FOR this resolution is warranted given the proposal would facilitate increased

participation by foreign groups in the company.

July-Sept 07-21-2016Ashok Leyland

LimitedAGM Management Accept Financial Statements and Statutory Reports For Against

A vote AGAINST this resolution is warranted given the auditors' qualified opinion on the

company's financial statements in view of consolidation of unaudited financial statements of

joint venture companies.

July-Sept 07-21-2016Ashok Leyland

LimitedAGM Management Approve Dividend For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 07-21-2016Ashok Leyland

LimitedAGM Management Reelect A K Das as Director For For

A vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 07-21-2016Ashok Leyland

LimitedAGM Management

Approve M S Krishnaswami & Rajan and Deloitte Haskins & Sells

LLP as Joint Auditors and Authorize Board to Fix Their

Remuneration

For ForA vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 07-21-2016Ashok Leyland

LimitedAGM Management Elect Andrew C Palmer as Independent Director For For

A vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 07-21-2016Ashok Leyland

LimitedAGM Management

Approve Reappointment and Remuneration of Vinod K Dasari as

Chief Executive Officer and Managing DirectorFor For In the absence of any known issue, a vote FOR is warranted.

July-Sept 07-21-2016Ashok Leyland

LimitedAGM Management Approve Remuneration of Cost Auditors For For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

cost auditors and their remuneration.

July-Sept 07-21-2016Ashok Leyland

LimitedAGM Management Approve Commission Remuneration for Non-Executive Directors For For

A vote FOR this resolution is warranted given the absence of any known issues concerning the

company's remuneration practices.

July-Sept 07-21-2016Ashok Leyland

LimitedAGM Management

Approve Issuance of Equity or Equity-Linked Securities without

Preemptive RightsFor For

A vote FOR this resolution is warranted given that the potential dilution of this issuance

request of 3.81 percent is reasonable.

July-Sept 07-21-2016Ashok Leyland

LimitedAGM Management Authorize Issuance of Non-Convertible Debentures For For

A vote FOR this resolution is warranted given that the potential increase in debt is within a

reasonable range.

July-Sept 07-21-2016Ashok Leyland

LimitedAGM Management Approve Ashok Leyland Employees Stock Option Plan 2016 For For The plan does not violate the guidelines.

July-Sept 07-21-2016 HDFC Bank Limited AGM Management Accept Financial Statements and Statutory Reports For ForA vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

July-Sept 07-21-2016 HDFC Bank Limited AGM Management Approve Dividends For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 07-21-2016 HDFC Bank Limited AGM Management Reelect Keki Misty as Director For ForA vote FOR all other nominees is warranted given the absence of any known issues concerning

the nominees and the company's board and committee dynamics.

July-Sept 07-21-2016 HDFC Bank Limited AGM Management Reelect Renu Karnad as Director For Against

A vote AGAINST the following nominee is warranted because:- Renu Sud Karnad (Item 4)

attended less than 75 percent of board and committee meetings over the most recent fiscal

year, without a satisfactory explanation.

July-Sept 07-21-2016 HDFC Bank Limited AGM ManagementApprove Deloitte Haskins & Sells as Auditors and Authorize Board

to Fix Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

Quarter

Meeting

Date (MM-

DD-YYYY)

Company Name

Type of

meetings

(AGM/EGM/

CCM)#

Proposal by

Management or

Shareholder

Proposal's description

Investee

company’s

Management

Recommendatio

n

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

July-Sept 07-21-2016 HDFC Bank Limited AGM Management Appoint Umesh Chandra Sarangi as Independent Director For ForA vote FOR all other nominees is warranted given the absence of any known issues concerning

the nominees and the company's board and committee dynamics.

July-Sept 07-21-2016 HDFC Bank Limited AGM ManagementApprove Related Party Transactions with Housing Development

Finance Corp. Ltd.For For

A vote FOR these resolutions is warranted given that the proposed transactions are within the

ordinary course of the company's business.

July-Sept 07-21-2016 HDFC Bank Limited AGM ManagementApprove Related Party Transactions with HDB Financial Services

Ltd.For For

A vote FOR these resolutions is warranted given that the proposed transactions are within the

ordinary course of the company's business.

July-Sept 07-21-2016 HDFC Bank Limited AGM ManagementAmend Terms of Appointment of Paresh Sukthankar, Deputy

Managing DirectorFor For

A vote FOR this resolution is warranted given the absence of any known issues concerning the

appointment of the executive.

July-Sept 07-21-2016 HDFC Bank Limited AGM Management Approve Remuneration of Non-Executive Directors For ForA vote FOR this resolution is warranted given the absence of any known issues concerning the

company's remuneration practices.

July-Sept 07-21-2016 HDFC Bank Limited AGM Management Increase Authorized Share Capital For For A vote FOR this resolution is warranted given the capital increase is within a reasonable range.

July-Sept 07-21-2016 HDFC Bank Limited AGM Management Amend Memorandum of Association to Reflect Changes in Capital For For A vote FOR this resolution is warranted given the capital increase is within a reasonable range.

July-Sept 07-21-2016 HDFC Bank Limited AGM ManagementAuthorize Issuance of Perpetual Debt Instruments, Tier II Capital

Bonds and Senior Long Term Infrastructure BondsFor For

A vote FOR this resolution is warranted given the request is deemed reasonable in view of the

company's current financial position.

July-Sept 07-21-2016 HDFC Bank Limited AGM Management Approve Stock Option Plan Grants For For Plan does not violate policy guidelines.

July-Sept 07-21-2016Jyothy Laboratories

Ltd.AGM Management Accept Financial Statements and Statutory Reports For For

A vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

July-Sept 07-21-2016Jyothy Laboratories

Ltd.AGM Management Confirm Interim Dividend For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 07-21-2016Jyothy Laboratories

Ltd.AGM Management Approve Final Dividend For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 07-21-2016Jyothy Laboratories

Ltd.AGM Management Reelect K. Ullas Kamath as Director For Against

A vote AGAINST K. Ullas Kamath is warranted because the nominee serves as an executive

member of the audit committee.

July-Sept 07-21-2016Jyothy Laboratories

Ltd.AGM Management

Approve SRBC & Co LLP as Auditors and Authorize Board to Fix

Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 07-21-2016Jyothy Laboratories

Ltd.AGM Management

Approve Appointment and Remuneration of M.P. Ramachandran

as Chairman and Managing DirectorFor For

A vote FOR this resolution is warranted given the absence of any known issues concerning the

nominee and his remuneration.

July-Sept 07-21-2016Jyothy Laboratories

Ltd.AGM Management Approve Remuneration of Cost Auditors For For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

cost auditors and their remuneration.

July-Sept 07-21-2016Motilal Oswal

Financial Services Ltd.AGM Management Accept Financial Statements and Statutory Reports For For

A vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

July-Sept 07-21-2016Motilal Oswal

Financial Services Ltd.AGM Management Approve Confirm Interim Dividend For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 07-21-2016Motilal Oswal

Financial Services Ltd.AGM Management Reelect Raamdeo Agarawal as Director For Against

A vote AGAINST Raamdeo Agarawal is warrant because the nominee serves as an executive

member of the audit committee.

July-Sept 07-21-2016Motilal Oswal

Financial Services Ltd.AGM Management

Approve Haribhakti & Co. LLP as Auditors and Authorize Board to

Fix Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 07-21-2016Motilal Oswal

Financial Services Ltd.AGM Management

Approve Reappointment and Remuneration of Motilal Oswal as

Managing DirectorFor For

A vote FOR this resolution is warranted given the absence of any known issues concerning the

nominee and his remuneration.

July-Sept 07-21-2016Motilal Oswal

Financial Services Ltd.AGM Management Authorize Issuance of Non-Convertible Debentures For For

A vote FOR this resolution is warranted given that the potential increase in debt is within a

reasonable range.

July-Sept 07-21-2016Motilal Oswal

Financial Services Ltd.AGM Management

Approve Sale, Lease, or Disposal by Aspire Home Finance Corp.

Ltd., a Material Subsidiary, of its AssetsFor Against A vote AGAINST this resolution is warranted given the lack of disclosure.

Quarter

Meeting

Date (MM-

DD-YYYY)

Company Name

Type of

meetings

(AGM/EGM/

CCM)#

Proposal by

Management or

Shareholder

Proposal's description

Investee

company’s

Management

Recommendatio

n

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

July-Sept 07-22-2016 Axis Bank Ltd. AGM Management Accept Financial Statements and Statutory Reports For ForA vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

July-Sept 07-22-2016 Axis Bank Ltd. AGM Management Approve Dividend For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 07-22-2016 Axis Bank Ltd. AGM Management Reelect V. Srinivasan as Director For ForA vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 07-22-2016 Axis Bank Ltd. AGM ManagementApprove S.R. Batliboi & Co. LLP as Auditors and Authorize Board to

Fix Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 07-22-2016 Axis Bank Ltd. AGM Management Elect Rakesh Makhija as Independent Director For ForA vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 07-22-2016 Axis Bank Ltd. AGM Management Elect Ketaki Bhagwati as Independent Director For ForA vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 07-22-2016 Axis Bank Ltd. AGM Management Elect B. Babu Rao as Director For ForA vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 07-22-2016 Axis Bank Ltd. AGM ManagementApprove Revision in the Remuneration of Shikha Sharma as

Managing Director and CEOFor For

A vote FOR this resolution is warranted given the absence of any known issues surrounding the

proposed remuneration.

July-Sept 07-22-2016 Axis Bank Ltd. AGM Management

Approve Reappointment of V. Srinivasan as Executive Director &

Head (Corporate Banking) from Oct. 15, 2015 to Dec. 20, 2015 and

Approve His Appointment and Remuneration as Deputy Managing

Director from Dec. 21, 2015 to Dec. 20, 2018

For ForA vote FOR these resolutions is warranted given the absence of any known issues concerning

the executive and his remuneration.

July-Sept 07-22-2016 Axis Bank Ltd. AGM Management

Approve Revision in the Remuneration of V. Srinivasan as

Executive Director designated as Deputy Managing Director with

effect from June 1, 2016

For ForA vote FOR these resolutions is warranted given the absence of any known issues concerning

the executive and his remuneration.

July-Sept 07-22-2016 Axis Bank Ltd. AGM Management Elect Sanjiv Misra as Independent Director For ForA vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 07-22-2016 Axis Bank Ltd. AGM ManagementApprove Appointment and Remuneration of Sanjiv Misra as Non-

Executive Part-Time ChairmanFor For

A vote FOR this resolution is warranted given the absence of any known issues concerning the

nominee and proposed remuneration.

July-Sept 07-22-2016 Axis Bank Ltd. AGM Management Elect Rajiv Anand as Director For ForA vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 07-22-2016 Axis Bank Ltd. AGM Management

Approve Appointment and Remuneration of Rajiv Anand as

Executive Director designated as Executive Director (Retail

Banking)

For ForA vote FOR these resolutions is warranted given the absence of any known issues concerning

the nominees and their remuneration.

July-Sept 07-22-2016 Axis Bank Ltd. AGM Management Elect Rajesh Dahiya as Director For ForA vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 07-22-2016 Axis Bank Ltd. AGM Management

Approve Appointment and Remuneration of Rajesh Dahiya as

Executive Director designated as Executive Director (Corporate

Centre)

For ForA vote FOR these resolutions is warranted given the absence of any known issues concerning

the nominees and their remuneration.

July-Sept 07-22-2016 Axis Bank Ltd. AGM Management Approve Remuneration of Non-Executive Directors For ForA vote FOR this resolution is warranted given the absence of any known issues concerning the

company's remuneration practices.

July-Sept 07-22-2016 Axis Bank Ltd. AGM Management Authorize Issuance of Non-Convertible Debentures For ForA vote FOR this resolution is warranted given the request is deemed reasonable in view of the

company's current financial position.

July-Sept 07-22-2016 ITC Ltd. AGM Management Accept Financial Statements and Statutory Reports For ForA vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

July-Sept 07-22-2016 ITC Ltd. AGM Management Approve Dividend For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 07-22-2016 ITC Ltd. AGM Management Reelect Nakul Anand as Director For For

A vote FOR Yogesh Chander Deveshwar is warranted despite him being an executive member

on the nomination & remuneration committee, given he is the company's CEO and executive

chairman and removing him from the board may have a material negative impact on

shareholder value.A vote FOR all other nominees is warranted given the absence of any known

issues concerning the nominees.

July-Sept 07-22-2016 ITC Ltd. AGM ManagementApprove Deloitte Haskins & Sells as Auditors and Authorize Board

to Fix Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

Quarter

Meeting

Date (MM-

DD-YYYY)

Company Name

Type of

meetings

(AGM/EGM/

CCM)#

Proposal by

Management or

Shareholder

Proposal's description

Investee

company’s

Management

Recommendatio

n

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

July-Sept 07-22-2016 ITC Ltd. AGM ManagementElect Sanjiv Puri as Director and Approve His Appointment and

Remuneration as Executive DirectorFor For

A vote FOR Yogesh Chander Deveshwar is warranted despite him being an executive member

on the nomination & remuneration committee, given he is the company's CEO and executive

chairman and removing him from the board may have a material negative impact on

shareholder value.A vote FOR all other nominees is warranted given the absence of any known

issues concerning the nominees.

July-Sept 07-22-2016 ITC Ltd. AGM ManagementElect Rajiv Tandon as Director and Approve His Appointment and

Remuneration as Executive DirectorFor For

A vote FOR Yogesh Chander Deveshwar is warranted despite him being an executive member

on the nomination & remuneration committee, given he is the company's CEO and executive

chairman and removing him from the board may have a material negative impact on

shareholder value.A vote FOR all other nominees is warranted given the absence of any known

issues concerning the nominees.

July-Sept 07-22-2016 ITC Ltd. AGM Management Elect Nirupama Rao as Independent Director For For

A vote FOR Yogesh Chander Deveshwar is warranted despite him being an executive member

on the nomination & remuneration committee, given he is the company's CEO and executive

chairman and removing him from the board may have a material negative impact on

shareholder value.A vote FOR all other nominees is warranted given the absence of any known

issues concerning the nominees.

July-Sept 07-22-2016 ITC Ltd. AGM ManagementReelect Yogesh Chander Deveshwar as Non-Executive Director and

Approve His Appointment and Remuneration as ChairmanFor For

A vote FOR Yogesh Chander Deveshwar is warranted despite him being an executive member

on the nomination & remuneration committee, given he is the company's CEO and executive

chairman and removing him from the board may have a material negative impact on

shareholder value.A vote FOR all other nominees is warranted given the absence of any known

issues concerning the nominees.

July-Sept 07-22-2016 ITC Ltd. AGM ManagementApprove Variation in the Terms of Remuneration to Executive

DirectorsFor For

A vote FOR this resolution is warranted given the absence of any known issues surrounding the

proposed remuneration.

July-Sept 07-22-2016 ITC Ltd. AGM Management Approve Commission Remuneration for Non-executive Directors For ForA vote FOR this resolution is warranted given the absence of any known issues concerning the

company's remuneration practices.

July-Sept 07-22-2016 ITC Ltd. AGM Management Approve Remuneration of Cost Auditors For ForA vote FOR these proposals is warranted given the absence of any known issues concerning the

cost auditors and their remuneration.

July-Sept 07-22-2016 ITC Ltd. AGM Management Approve Remuneration of Cost Auditors For ForA vote FOR these proposals is warranted given the absence of any known issues concerning the

cost auditors and their remuneration.

July-Sept 07-22-2016Kotak Mahindra Bank

LtdAGM Management Accept Financial Statements and Statutory Reports For For

A vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

July-Sept 07-22-2016Kotak Mahindra Bank

LtdAGM Management Approve Dividend Payment For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 07-22-2016Kotak Mahindra Bank

LtdAGM Management

Approve S. R. Batliboi & Co. LLP as Auditors and Authorize Board to

Fix Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 07-22-2016Kotak Mahindra Bank

LtdAGM Management

Approve that the Vacancy on the Board Resulting from the

Retirement of N.P. Sarda Not be FilledFor For

A vote FOR this resolution is warranted given the proposal would ratify the vacancy on board

resulting from the retirement of director.

July-Sept 07-22-2016Kotak Mahindra Bank

LtdAGM Management Elect C. Jayaram as Director For For

A vote FOR C. Jayaram is warranted given the absence of any known issues concerning the

nominee and the company's board and committee dynamics.

July-Sept 07-22-2016Kotak Mahindra Bank

LtdAGM Management

Approve Remuneration of Shankar Acharya, Chairman of the

CompanyFor For

A vote FOR this resolution is warranted given the absence of any known issues concerning the

proposed remuneration.

July-Sept 07-22-2016Kotak Mahindra Bank

LtdAGM Management Approve Commission Remuneration for Non-executive Directors For For

A vote FOR this resolution is warranted given the absence of any known issues concerning the

proposed remuneration.

July-Sept 07-22-2016Persistent Systems

LtdAGM Management Accept Financial Statements and Statutory Reports For For

A vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

July-Sept 07-22-2016Persistent Systems

LtdAGM Management Confirm Interim Dividend For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 07-22-2016Persistent Systems

LtdAGM Management

Approve Deloitte Haskins & Sells LLP as Joint Statutory Auditors

and Authorize Board to Fix Their RemunerationFor For

A vote FOR these proposals is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 07-22-2016Persistent Systems

LtdAGM Management

Approve Joshi Apte & Co. as Joint Statutory Auditors and Authorize

Board to Fix Their RemunerationFor For

A vote FOR these proposals is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 07-22-2016Persistent Systems

LtdAGM Management

Reelect Mritunjay Kumar Singh as Director and Approve His

Reappointment and Remuneration as Executive DirectorFor Against

A vote AGAINST the election of Mritunjay Kumar Singh as director and his executive

appointment (Item 5) because Mritunjay Kumar Singh serves as executive member of the audit

committee.

Quarter

Meeting

Date (MM-

DD-YYYY)

Company Name

Type of

meetings

(AGM/EGM/

CCM)#

Proposal by

Management or

Shareholder

Proposal's description

Investee

company’s

Management

Recommendatio

n

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

July-Sept 07-22-2016Persistent Systems

LtdAGM Management Elect Thomas (Tom) Kendra as Independent Director For For

A vote FOR Thomas (Tom) Kendra is warranted given the absence of any known issues

concerning the nominee.

July-Sept 07-25-2016Info Edge (India)

LimitedAGM Management Accept Financial Statements and Statutory Reports For For

A vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

July-Sept 07-25-2016Info Edge (India)

LimitedAGM Management Confirm Interim Dividends For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 07-25-2016Info Edge (India)

LimitedAGM Management Reelect Kapil Kapoor as Director For For

A vote FOR Kapil Kapoor is warranted given the absence of any known issues concerning the

nominee and the company's board and committee dynamics.

July-Sept 07-25-2016Info Edge (India)

LimitedAGM Management

Approve Price Waterhouse & Co Bangalore LLP as Auditors and

Authorize Board to Fix Their RemunerationFor For

A vote FOR these proposals is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 07-25-2016Info Edge (India)

LimitedAGM Management

Approve Branch Auditors and Authorize Board to Fix Their

RemunerationFor For

A vote FOR these proposals is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 07-25-2016Info Edge (India)

LimitedAGM Management Approve Payment of Commission to Non- Executive Directors For For

A vote FOR this resolution is warranted given the absence of any known issues concerning the

company's remuneration practices.

July-Sept 07-25-2016Info Edge (India)

LimitedAGM Management

Approve Reappointment and Remuneration of Sanjeev

Bikhchandani as Executive Vice-ChairmanFor For

A vote FOR these resolutions is warranted given the absence of any known issues concerning

the nominees and their remuneration.

July-Sept 07-25-2016Info Edge (India)

LimitedAGM Management

Approve Reappointment and Remuneration of Hitesh Oberoi as

Managing Director & CEOFor For

A vote FOR these resolutions is warranted given the absence of any known issues concerning

the nominees and their remuneration.

July-Sept 07-26-2016V-Guard Industries

LimitedAGM Management Accept Financial Statements For For

A vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

July-Sept 07-26-2016V-Guard Industries

LimitedAGM Management Confirm Interim Dividend and Approve Final Dividend For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 07-26-2016V-Guard Industries

LimitedAGM Management Reelect Joshna Johnson Thomas as Director For Against

A vote AGAINST the following nominee is warranted because:- Joshna Johnson Thomas

attended less than 75 percent of board and committee meetings over the most recent fiscal

year, without a satisfactory explanation.

July-Sept 07-26-2016V-Guard Industries

LimitedAGM Management

Approve SR Batliboi and Associates LLP as Auditors and Authorize

Board to Fix Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 07-26-2016V-Guard Industries

LimitedAGM Management

Approve Reappointment and Remuneration of Ramachandran

Venkataraman as Executive DirectorFor For

A vote FOR this resolution is warranted given the absence of any known issues concerning the

nominee and his remuneration.

July-Sept 07-26-2016V-Guard Industries

LimitedAGM Management

Approve Commission Remuneration for Joshna Johnson Thomas,

Non-Executive DirectorFor For

A vote FOR this resolution is warranted given the absence of any known issues concerning the

company's remuneration practices.

July-Sept 07-26-2016V-Guard Industries

LimitedAGM Management Approve Remuneration of Cost Auditors For For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

cost auditors and their remuneration.

July-Sept 07-26-2016V-Guard Industries

LimitedAGM Management Approve Increase in Borrowing Powers For For

A vote FOR this resolution is warranted given that the potential debt limit is within a

reasonable range.

July-Sept 07-26-2016V-Guard Industries

LimitedAGM Management Approve Investment in Securities of Bodies Corporate For Against A vote AGAINST this resolution is warranted due to the lack of information.

July-Sept 07-26-2016V-Guard Industries

LimitedAGM Management

Approve Issuance of Options Exercisable into Not More Than

225,000 Shares Under the Employee Stock Option Scheme 2013For For The plan does not violate the guidelines.

July-Sept 07-26-2016V-Guard Industries

LimitedAGM Management Approve Stock Option Plan Grants to Employees of the Company For For The plan does not violate the guidelines.

July-Sept 07-26-2016V-Guard Industries

LimitedAGM Management Approve Stock Split For For

A vote FOR this resolution is warranted given the proposals may improve the marketability and

liquidity of the company's shares and would have no material economic impact on

shareholders.

July-Sept 07-26-2016V-Guard Industries

LimitedAGM Management Amend Memorandum of Association to Reflect Changes in Capital For For

A vote FOR this resolution is warranted given the proposals may improve the marketability and

liquidity of the company's shares and would have no material economic impact on

shareholders.

July-Sept 07-26-2016V-Guard Industries

LimitedAGM Management Increase Authorized Share Capital For For A vote FOR this resolution is warranted given the capital increase is within a reasonable range.

July-Sept 07-26-2016Zee Entertainment

Enterprises Ltd.AGM Management Accept Financial Statements and Statutory Reports For For

A vote FOR this resolution is warranted given the unqualified audit opinion on the company's

financial statements.

Quarter

Meeting

Date (MM-

DD-YYYY)

Company Name

Type of

meetings

(AGM/EGM/

CCM)#

Proposal by

Management or

Shareholder

Proposal's description

Investee

company’s

Management

Recommendatio

n

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

July-Sept 07-26-2016Zee Entertainment

Enterprises Ltd.AGM Management Confirm Dividend on Preference Shares For For A vote FOR these resolutions is warranted because these are routine dividend proposals.

July-Sept 07-26-2016Zee Entertainment

Enterprises Ltd.AGM Management Approve Dividend on Equity Shares For For A vote FOR these resolutions is warranted because these are routine dividend proposals.

July-Sept 07-26-2016Zee Entertainment

Enterprises Ltd.AGM Management Reelect Subhash Chandra as Director For Against

A vote AGAINST the following nominee is warranted because: Subhash Chandra (Item 4)

attended less than 75 percent of board and committee meetings over the most recent fiscal

year, without a satisfactory explanation.

July-Sept 07-26-2016Zee Entertainment

Enterprises Ltd.AGM Management

Approve MGB & Co. LLP as Auditors and Authorize Board to Fix

Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 07-26-2016Zee Entertainment

Enterprises Ltd.AGM Management Elect Adesh Kumar Gupta as Director For For

A vote FOR all other nominees is warranted given the absence of any known issues concerning

the nominees.

July-Sept 07-26-2016Zee Entertainment

Enterprises Ltd.AGM Management Reelect Sunil Sharma as Independent Director For For

A vote FOR all other nominees is warranted given the absence of any known issues concerning

the nominees.

July-Sept 07-26-2016Zee Entertainment

Enterprises Ltd.AGM Management Reelect Neharika Vohra as Independent Director For For

A vote FOR all other nominees is warranted given the absence of any known issues concerning

the nominees.

July-Sept 07-26-2016Zee Entertainment

Enterprises Ltd.AGM Management

Approve Keeping of the Register of Members, Debenture-Holders,

and Other Related Documents at the Office of the Registrar and

Transfer Agent of the Company

For For A vote FOR this resolution is warranted given the proposal is of administrative in nature.

July-Sept 07-27-2016 Bajaj Auto Ltd. AGM Management Accept Financial Statements and Statutory Reports For ForA vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

July-Sept 07-27-2016 Bajaj Auto Ltd. AGM Management Approve Interim Dividend and Final Dividend For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 07-27-2016 Bajaj Auto Ltd. AGM Management Reelect Manish Kejriwal as Director For Against

A vote AGAINST the following nominee is warranted because:Manish Kejriwal (Item 3) has

attended less than 75 percent of board meetings over the most recent fiscal year, without a

satisfactory explanation.

July-Sept 07-27-2016 Bajaj Auto Ltd. AGM Management Reelect Sanjiv Bajaj as Director For ForA vote FOR all other nominees is warranted given the absence of any known issues concerning

the nominees and the company's board and committee dynamics.

July-Sept 07-27-2016 Bajaj Auto Ltd. AGM ManagementApprove Dalal & Shah LLP as Auditors and Authorize Board to Fix

Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 07-27-2016 Bajaj Auto Ltd. AGM Management Elect Pradeep Shrivastava as Director For ForA vote FOR all other nominees is warranted given the absence of any known issues concerning

the nominees and the company's board and committee dynamics.

July-Sept 07-27-2016 Bajaj Auto Ltd. AGM ManagementApprove Appointment and Remuneration of Pradeep Shrivastava

as Executive DirectorFor For

A vote FOR this resolution is warranted given the absence of any known issues concerning the

executive and his remuneration.

July-Sept 07-27-2016 Bajaj Auto Ltd. AGM Management Approve Payment of Commission to Non-Executive Directors For ForA vote FOR this resolution is warranted given the absence of any known issues concerning the

proposed remuneration.

July-Sept 07-27-2016

Housing

Development Finance

Corp. Ltd.

AGM Management Accept Financial Statements and Statutory Reports For ForA vote FOR these resolutions is warranted given the unqualified audit opinion on the

company's financial statements.

July-Sept 07-27-2016

Housing

Development Finance

Corp. Ltd.

AGM Management Accept Consolidated Financial Statements and Statutory Reports For ForA vote FOR these resolutions is warranted given the unqualified audit opinion on the

company's financial statements.

July-Sept 07-27-2016

Housing

Development Finance

Corp. Ltd.

AGM Management Confirm Interim Dividend and Declare Final Dividend For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 07-27-2016

Housing

Development Finance

Corp. Ltd.

AGM Management Reelect D. M. Sukthankar as Director For ForA vote FOR D. M. Sukthankar is warranted given the absence of any known issues concerning

the nominee and the company's board and committee dynamics.

July-Sept 07-27-2016

Housing

Development Finance

Corp. Ltd.

AGM ManagementApprove Deloitte Haskins & Sells LLP as Auditors and Authorize

Board to Fix Their RemunerationFor For

A vote FOR these resolutions is warranted given the absence of any known issues concerning

the auditors, their remuneration, and the way the audit was conducted.

July-Sept 07-27-2016

Housing

Development Finance

Corp. Ltd.

AGM ManagementApprove PKF as Auditors and Authorize Board to Fix Their

RemunerationFor For

A vote FOR these resolutions is warranted given the absence of any known issues concerning

the auditors, their remuneration, and the way the audit was conducted.

Quarter

Meeting

Date (MM-

DD-YYYY)

Company Name

Type of

meetings

(AGM/EGM/

CCM)#

Proposal by

Management or

Shareholder

Proposal's description

Investee

company’s

Management

Recommendatio

n

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

July-Sept 07-27-2016

Housing

Development Finance

Corp. Ltd.

AGM ManagementApprove Issuance of Redeemable Non- Convertible Debentures

and/or Other Hybrid InstrumentsFor For

A vote FOR these resolutions is warranted given the requests are deemed reasonable in view of

the company's current financial position.

July-Sept 07-27-2016

Housing

Development Finance

Corp. Ltd.

AGM Management Approve Related Party Transactions with HDFC Bank Ltd. For ForA vote FOR this resolution is warranted given that the proposed transactions are within the

ordinary course of the company's business and on arm's length basis.

July-Sept 07-27-2016

Housing

Development Finance

Corp. Ltd.

AGM Management Approve Increase in Borrowing Powers For ForA vote FOR these resolutions is warranted given the requests are deemed reasonable in view of

the company's current financial position.

July-Sept 07-27-2016

Housing

Development Finance

Corp. Ltd.

AGM ManagementApprove Reappointment and Remuneration of Keki M. Mistry as

Managing DirectorFor For

A vote FOR this resolution is warranted given the absence of any known issues concerning the

nominee and his remuneration.

July-Sept 07-27-2016 IDFC Bank Ltd. AGM Management Accept Financial Statements and Statutory Reports For ForA vote FOR this resolution is warranted given the unqualified audit opinion on the company's

financial statements.

July-Sept 07-27-2016 IDFC Bank Ltd. AGM Management Approve Dividend For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 07-27-2016 IDFC Bank Ltd. AGM Management Reelect Vinod Rai as Director For ForA vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 07-27-2016 IDFC Bank Ltd. AGM ManagementApprove Deloitte Haskins & Sells as Auditors and Authorize Board

to Fix Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 07-27-2016 IDFC Bank Ltd. AGM Management Elect Rajan Anandan as Independent Director For ForA vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 07-27-2016 IDFC Bank Ltd. AGM Management Authorize Issuance of Debt Securities on Private Placement For ForA vote FOR this resolution is warranted given the request is deemed reasonable in view of the

company's current financial position.

July-Sept 07-27-2016 IDFC Bank Ltd. AGM ManagementAmend IDFC Bank Ltd. Employee Stock Option Scheme 2015 (IDFC

Bank ESOS - 2015)For For The plan does not violate the guidelines.

July-Sept 07-27-2016 IDFC Bank Ltd. AGM ManagementApprove Grant of Options to Employees/Directors of Subsidiaries

under IDFC Bank ESOS - 2015For For The plan does not violate the guidelines.

July-Sept 07-27-2016 IDFC Bank Ltd. AGM Management Approve Commission to Non-Executive Directors For ForA vote FOR this resolution is warranted given the absence of any known issues concerning the

company's remuneration practices.

July-Sept 07-27-2016 IDFC Bank Ltd. AGM ManagementApprove Revision in the Remuneration Rajiv B. Lall as Founder

Managing Director and CEOFor For

A vote FOR this resolution is warranted given the absence of any known issues surrounding the

proposed remuneration.

July-Sept 07-27-2016 IDFC Ltd AGM Management Accept Financial Statements and Statutory Reports For ForA vote FOR this resolution is warranted given the unqualified audit opinion on the company's

financial statements.

July-Sept 07-27-2016 IDFC Ltd AGM ManagementApprove Deloitte Haskins and Sells LLP as Auditors and Authorize

Board to Fix Their RemunerationFor Against

A vote AGAINST this proposal is warranted given that the non-audit fees exceeded the total

audit fees paid to the company's auditor in the latest fiscal year without satisfactory

explanation.

July-Sept 07-27-2016 IDFC Ltd AGM Management Elect Gautam Kaji as Independent Director For Against

A vote AGAINST Gautam S. Kaji (Item 3) and Donald Peck (Item 6) is warranted given the

nominees attended less than 75 percent of board and committee meetings over the most

recent fiscal year, without a satisfactory explanation.

July-Sept 07-27-2016 IDFC Ltd AGM Management Elect Chintamani Bhagat as Director For ForA vote FOR Chintamani Bhagat (Item 4) is warranted given the absence of any known issues

concerning the nominee.

July-Sept 07-27-2016 IDFC Ltd AGM ManagementApprove Reappointment and Remuneration of Vikram Limaye as

Managing Director and CEOFor For

A vote FOR this resolution is warranted given the absence of any known issues concerning the

nominee and his remuneration.

July-Sept 07-27-2016 IDFC Ltd AGM Management Elect Donald Peck as Independent Director For Against

A vote AGAINST Gautam S. Kaji (Item 3) and Donald Peck (Item 6) is warranted given the

nominees attended less than 75 percent of board and committee meetings over the most

recent fiscal year, without a satisfactory explanation.

July-Sept 07-27-2016 IDFC Ltd AGM Management Approve Decrease in the Borrowing Limits of the Company For ForA vote FOR this resolution is warranted given that the potential debt limit is within a

reasonable range.

July-Sept 07-27-2016

Shriram Transport

Finance Company

Limited

AGM Management Accept Financial Statements and Statutory Reports For ForA vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

Quarter

Meeting

Date (MM-

DD-YYYY)

Company Name

Type of

meetings

(AGM/EGM/

CCM)#

Proposal by

Management or

Shareholder

Proposal's description

Investee

company’s

Management

Recommendatio

n

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

July-Sept 07-27-2016

Shriram Transport

Finance Company

Limited

AGM Management Approve Dividend For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 07-27-2016

Shriram Transport

Finance Company

Limited

AGM ManagementApprove S. R. Batliboi & Co. LLP and G. D. Apte & Co.as Joint

Auditors and Authorize Board to Fix Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 07-27-2016

Shriram Transport

Finance Company

Limited

AGM ManagementApprove that the Vacancy on the Board Resulting from the

Retirement of Umesh Revankar Not be FilledFor For

A vote FOR this resolution is warranted given the proposal would ratify the vacancy on the

board resulting from the retirement of a director.

July-Sept 07-27-2016

Shriram Transport

Finance Company

Limited

AGM Management Elect Jasmit Singh Gujral as Director For ForA vote FOR Jasmit Singh Gujral is warranted given the absence of any known issues concerning

the nominee and the company's board and committee dynamics.

July-Sept 07-27-2016

Shriram Transport

Finance Company

Limited

AGM ManagementApprove Appointment and Remuneration of Jasmit Singh Gujral as

Managing Director and CEOFor For

A vote FOR this resolutions is warranted despite the failure to specify the commission rate for

Jasmit Singh Gujral, as he is the company's managing director and CEO and rejecting his

appointment may have a material impact on shareholder.

July-Sept 07-27-2016

Shriram Transport

Finance Company

Limited

AGM Management Approve Increase in Borrowing Powers For ForA vote FOR these resolutions is warranted given the requests are deemed reasonable in view of

the company's current financial position.

July-Sept 07-27-2016

Shriram Transport

Finance Company

Limited

AGM Management Approve Pledging of Assets for Debt For ForA vote FOR these resolutions is warranted given the requests are deemed reasonable in view of

the company's current financial position.

July-Sept 07-27-2016

Shriram Transport

Finance Company

Limited

AGM Management Authorize Issuance of Non-Convertible Debentures For ForA vote FOR these resolutions is warranted given the requests are deemed reasonable in view of

the company's current financial position.

July-Sept 07-27-2016

Shriram Transport

Finance Company

Limited

AGM Management Amend Articles of Association Re: Common Seal For ForA vote FOR this resolution is warranted given the proposal would facilitate operational

convenience.

July-Sept 07-27-2016Torrent

Pharmaceuticals LtdAGM Management Accept Financial Statements and Statutory Reports For FOR

A vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

July-Sept 07-27-2016Torrent

Pharmaceuticals LtdAGM Management Approve Dividend Payment For FOR A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 07-27-2016Torrent

Pharmaceuticals LtdAGM Management Reelect Samir Mehta as Director For FOR

A vote FOR Samir Mehta, a non-independent director nominee, is warranted despite being on

a board that is chaired by an executive and is not at least one-half independent, as he is the

company's executive chairman and removing him from the board may have a material negative

impact on shareholder value.

July-Sept 07-27-2016Torrent

Pharmaceuticals LtdAGM Management

Approve Deloitte Haskins & Sells as Auditors and Authorize Board

to Fix Their RemunerationFor FOR

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 07-27-2016Torrent

Pharmaceuticals LtdAGM Management Approve Remuneration of Cost Auditors For FOR

A vote FOR this proposal is warranted given the absence of any known issues concerning the

cost auditors and their remuneration.

July-Sept 07-28-2016 Blue Dart Express Ltd. AGM Management Accept Financial Statements and Statutory Reports For ForA vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

July-Sept 07-28-2016 Blue Dart Express Ltd. AGM Management Approve Dividend Payment For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 07-28-2016 Blue Dart Express Ltd. AGM Management Reelect Malcolm Monteiro as Director For ForA vote FOR Malcolm Monteiro is warranted given the absence of any known issues concerning

the nominee and the company's board and committee dynamics.

July-Sept 07-28-2016 Blue Dart Express Ltd. AGM ManagementApprove Price Waterhouse as Auditors and Authorize Board to Fix

Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 07-28-2016 Blue Dart Express Ltd. AGM ManagementApprove Revision in the Remuneration of Anil Khanna, Managing

DirectorFor For

A vote FOR this resolution is warranted given the absence of any known issues surrounding the

proposed remuneration.

Quarter

Meeting

Date (MM-

DD-YYYY)

Company Name

Type of

meetings

(AGM/EGM/

CCM)#

Proposal by

Management or

Shareholder

Proposal's description

Investee

company’s

Management

Recommendatio

n

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

July-Sept 07-28-2016 Blue Dart Express Ltd. AGM Management Approve Related Party Transactions For For

A vote FOR this resolution is warranted given that the proposed transactions are within the

ordinary course of the company business, at arm's length basis, and entered into with the

company's material subsidiary.

July-Sept 07-28-2016 Blue Dart Express Ltd. AGM Management Approve Commission Remuneration for Non-Executive Directors For ForA vote FOR this resolution is warranted given the absence of any known issues concerning the

company's remuneration practices.

July-Sept 07-28-2016Grindwell Norton

LimitedAGM Management Accept Financial Statements and Statutory Reports For For

A vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

July-Sept 07-28-2016Grindwell Norton

LimitedAGM Management Confirm Interim Dividend as Final Dividend For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 07-28-2016Grindwell Norton

LimitedAGM Management Reelect Patrick Millot as Director For Against

A vote AGAINST Patrick Millot (Item 3) is warranted given the nominee attended less than 75

percent of board and committee meetings over the most recent fiscal year, without a

satisfactory explanation.

July-Sept 07-28-2016Grindwell Norton

LimitedAGM Management

Approve Kalyaniwalla & Mistry as Auditors and Authorize Board to

Fix Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 07-28-2016Grindwell Norton

LimitedAGM Management

Approve Reappointment and Remuneration of Anand Mahajan as

Managing DirectorFor For

A vote FOR this resolution is warranted given the absence of any known issues concerning the

nominee and his remuneration.

July-Sept 07-28-2016Grindwell Norton

LimitedAGM Management Elect Laurent Guillot as Director For For

A vote FOR the other nominee is warranted given the absence of any known issues concerning

the nominee.

July-Sept 07-28-2016Grindwell Norton

LimitedAGM Management Approve Remuneration of Cost Auditors For For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

cost auditors and their remuneration.

July-Sept 07-29-2016Astra Microwave

Products LtdAGM Management Accept Standalone Financial Statements and Statutory Reports For For

A vote FOR these resolutions is warranted given the absence of any known issues surrounding

the company's financial statements.

July-Sept 07-29-2016Astra Microwave

Products LtdAGM Management Accept Consolidated Financial Statements and Statutory Reports For For

A vote FOR these resolutions is warranted given the absence of any known issues surrounding

the company's financial statements.

July-Sept 07-29-2016Astra Microwave

Products LtdAGM Management Approve Dividend For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 07-29-2016Astra Microwave

Products LtdAGM Management Reelect C. Prameelamma as Director For For

A vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 07-29-2016Astra Microwave

Products LtdAGM Management Reelect M.V.Reddy as Director For For

A vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 07-29-2016Astra Microwave

Products LtdAGM Management

Approve Amar & Raju as Auditors and Authorize Board to Fix Their

RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 07-29-2016Astra Microwave

Products LtdAGM Management Elect Arun Kumar Tiwari as Independent Director For For

A vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 07-29-2016Astra Microwave

Products LtdAGM Management Elect Vadlamani Venkata Rama Sastry as Independent Director For For

A vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 07-29-2016Astra Microwave

Products LtdAGM Management Elect Buddharaju Lakshmi Narayana Raju as Independent Director For For

A vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 07-29-2016Astra Microwave

Products LtdAGM Management Approve Remuneration of Cost Auditors For For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

cost auditors and their remuneration.

July-Sept 07-29-2016

Cholamandalam

Investment and

Finance Company Ltd

AGM Management Accept Financial Statements and Statutory Reports For ForA vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

July-Sept 07-29-2016

Cholamandalam

Investment and

Finance Company Ltd

AGM ManagementConfirm Interim Dividend on Compulsorily Convertible Preference

SharesFor For A vote FOR these resolutions is warranted because this is a routine dividend proposals.

July-Sept 07-29-2016

Cholamandalam

Investment and

Finance Company Ltd

AGM ManagementConfirm Interim Dividend on Equity Shares and Approve Final

DividendFor For A vote FOR these resolutions is warranted because this is a routine dividend proposals.

Quarter

Meeting

Date (MM-

DD-YYYY)

Company Name

Type of

meetings

(AGM/EGM/

CCM)#

Proposal by

Management or

Shareholder

Proposal's description

Investee

company’s

Management

Recommendatio

n

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

July-Sept 07-29-2016

Cholamandalam

Investment and

Finance Company Ltd

AGM Management Reelect M.M. Murugappan as Director For ForA vote FOR M.M. Murugappan is warranted given the absence of any known issues concerning

the nominee and the company's board and committee dynamics.

July-Sept 07-29-2016

Cholamandalam

Investment and

Finance Company Ltd

AGM ManagementApprove Deloitte Haskins & Sells as Auditors and Authorize Board

to Fix Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 07-29-2016

Cholamandalam

Investment and

Finance Company Ltd

AGM ManagementApprove Reappointment and Remuneration of Vellayan Subbiah as

Managing DirectorFor For

A vote FOR this resolution is warranted given the absence of any known issues concerning the

nominee and his remuneration.

July-Sept 07-29-2016

Cholamandalam

Investment and

Finance Company Ltd

AGM Management Authorize Issuance of Non-Convertible Debentures For ForA vote FOR this resolution is warranted given the request is deemed reasonable in view of the

company's current financial position.

July-Sept 07-29-2016 WABCO India Limited AGM Management Accept Financial Statements and Statutory Reports For ForA vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

July-Sept 07-29-2016 WABCO India Limited AGM Management Approve Dividend For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 07-29-2016 WABCO India Limited AGM Management Reelect Lisa Brown as Director For ForA vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 07-29-2016 WABCO India Limited AGM ManagementApprove S.R. Batliboi & Associates LLP as Auditors and Authorize

Board to Fix Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 07-29-2016 WABCO India Limited AGM Management Elect Shivaram Narayanaswami as Director For ForA vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 07-29-2016 WABCO India Limited AGM Management Elect Sean Ernest Deason as Director For ForA vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 07-29-2016 WABCO India Limited AGM Management Elect Lakshmi Venu as Independent Director For ForA vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 07-29-2016 WABCO India Limited AGM Management Approve Remuneration of Cost Auditors For ForA vote FOR this proposal is warranted given the absence of any known issues concerning the

cost auditors and their remuneration.

July-Sept 07-29-2016 WABCO India Limited AGM Management Approve Related Party Transactions with WABCO Europe BVBA For ForA vote FOR this resolution is warranted given that the proposed transactions are within the

ordinary course of the company's business and at arm's length.

July-Sept 08-01-2016 Blue Star Limited AGM Management Accept Financial Statements and Statutory Reports For ForA vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

July-Sept 08-01-2016 Blue Star Limited AGM Management Approve Dividend Payment For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 08-01-2016 Blue Star Limited AGM Management Reelect Suneel M. Advani as Director For ForA vote FOR Suneel M. Advani is warranted given the absence of any known issues concerning

the nominee and the company's board and committee dynamics.

July-Sept 08-01-2016 Blue Star Limited AGM ManagementApprove S R B C & Co LLP as Auditors and Authorize Board to Fix

Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 08-01-2016 Blue Star Limited AGM Management Approve Remuneration of Cost Auditors For ForA vote FOR this proposal is warranted given the absence of any known issues concerning the

cost auditors and their remuneration.

July-Sept 08-01-2016 Blue Star Limited AGM ManagementApprove Appointment and Remuneration of Vir S. Advani as

Managing DirectorFor For

A vote FOR these resolutions is warranted given the absence of any known issues concerning

the nominee and their remuneration.

July-Sept 08-01-2016 Blue Star Limited AGM ManagementApprove Appointment and Remuneration of B. Thiagarajan as Joint

Managing DirectorFor For

A vote FOR these resolutions is warranted given the absence of any known issues concerning

the nominee and their remuneration.

July-Sept 08-02-2016TVS Motor Company

LtdAGM Management Accept Financial Statements and Statutory Reports For For

A vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

July-Sept 08-02-2016TVS Motor Company

LtdAGM Management Reelect H Lakshmanan as Director For For

A vote FOR H. Lakshmanan is warranted given the absence of any known issues concerning the

nominee and the company's board and committee dynamics.

July-Sept 08-02-2016TVS Motor Company

LtdAGM Management

Approve V Sankar Aiyar & Co. as Statutory Auditors and Authorize

Board to Fix Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

Quarter

Meeting

Date (MM-

DD-YYYY)

Company Name

Type of

meetings

(AGM/EGM/

CCM)#

Proposal by

Management or

Shareholder

Proposal's description

Investee

company’s

Management

Recommendatio

n

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

July-Sept 08-02-2016TVS Motor Company

LtdAGM Management

Approve Variation in the Terms of Remuneration of Venu

Srinivasan, Chairman and Managing DirectorFor For In the absence of any known issue, a vote FOR is warranted.

July-Sept 08-02-2016TVS Motor Company

LtdAGM Management

Approve Variation in the Terms of Remuneration of Sudarshan

Venu, Joint Managing DirectorFor For In the absence of any known issue, a vote FOR is warranted.

July-Sept 08-02-2016TVS Motor Company

LtdAGM Management Approve Remuneration of Cost Auditors For For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

cost auditors and their remuneration.

July-Sept 08-03-2016 Lupin Ltd. AGM Management Accept Standalone Financial Statements For ForA vote FOR these resolutions is warranted given the absence of any known issues surrounding

the company's financial statements.

July-Sept 08-03-2016 Lupin Ltd. AGM Management Accept Consolidated Financial Statements For ForA vote FOR these resolutions is warranted given the absence of any known issues surrounding

the company's financial statements.

July-Sept 08-03-2016 Lupin Ltd. AGM Management Approve Dividend For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 08-03-2016 Lupin Ltd. AGM Management Reelect Nilesh Gupta as Director For ForA vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 08-03-2016 Lupin Ltd. AGM ManagementApprove BSR & Co. LLP as Auditors and Authorize Board to Fix

Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 08-03-2016 Lupin Ltd. AGM ManagementApprove Appointment and Remuneration Ramesh Swaminathan as

CFO and Executive DirectorFor For

A vote FOR this resolution is warranted given the absence of any known issues concerning the

executive and his remuneration.

July-Sept 08-03-2016 Lupin Ltd. AGM Management Elect Jean-Luc Belingard as an Independent Director For ForA vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 08-03-2016 Lupin Ltd. AGM Management Authorize Board to Fix Remuneration of Cost Auditors For ForA vote FOR this proposal is warranted given the absence of any known issues concerning the

cost auditor and his remuneration.

July-Sept 08-04-2016 Ramco Cements Ltd. AGM Management Accept Financial Statements For ForA vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

July-Sept 08-04-2016 Ramco Cements Ltd. AGM Management Reelect P.R.Ramasubrahmaneya Rajha as Director For ForA vote FOR P.R.Ramasubrahmaneya Rajha is warranted given the absence of any known issues

concerning the nominee and the company's board and committee dynamics.

July-Sept 08-04-2016 Ramco Cements Ltd. AGM Management

Approve M.S. Jagannathan & N.Krishnaswami and CNGSN &

Associates LLP as Auditors and Authorize Board to Fix Their

Remuneration

For ForA vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 08-04-2016 Ramco Cements Ltd. AGM ManagementApprove Appointment and Remuneration of

P.R.Ramasubrahmaneya Rajha as Chairman and Managing DirectorFor For

A vote FOR this resolution is warranted despite the failure to specify the details of the

executive's remuneration, as he is the company's chairman and managing director and

rejecting his reappointment may have a material negative impact on shareholder value.

July-Sept 08-04-2016Tube Investments of

India Ltd.AGM Management Accept Financial Statements and Statutory Reports For For

A vote FOR these resolutions is warranted given the absence of any known issues surrounding

the company's financial statements.

July-Sept 08-04-2016Tube Investments of

India Ltd.AGM Management Accept Consolidated Financial Statements and Statutory Reports For For

A vote FOR these resolutions is warranted given the absence of any known issues surrounding

the company's financial statements.

July-Sept 08-04-2016Tube Investments of

India Ltd.AGM Management Approve Special Dividend For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 08-04-2016Tube Investments of

India Ltd.AGM Management Reelect N Srinivasan as Director For For

A vote FOR N Srinivasan is warranted given the absence of any known issues concerning the

nominee and the company's board and committee dynamics.

July-Sept 08-04-2016Tube Investments of

India Ltd.AGM Management

Approve S. R. Batliboi & Associates as Auditors and Authorize

Board to Fix Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 08-04-2016Tube Investments of

India Ltd.AGM Management

Approve Reappointment and Remuneration of L Ramkumar as

Managing DirectorFor For

A vote FOR this resolution is warranted given the absence of any known issues concerning the

nominee and his remuneration.

July-Sept 08-04-2016Tube Investments of

India Ltd.AGM Management Authorize Issuance of Non-Convertible Debentures For For

A vote FOR this resolution is warranted given that the potential increase in debt is within a

reasonable range.

July-Sept 08-04-2016Tube Investments of

India Ltd.AGM Management Approve Remuneration of Cost Auditors For For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

cost auditors and their remuneration.

July-Sept 08-06-2016Amara Raja Batteries

LtdAGM Management Accept Financial Statements and Statutory Reports For For

A vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

July-Sept 08-06-2016Amara Raja Batteries

LtdAGM Management Confirm Payment of Interim Dividend as Final Dividend For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

Quarter

Meeting

Date (MM-

DD-YYYY)

Company Name

Type of

meetings

(AGM/EGM/

CCM)#

Proposal by

Management or

Shareholder

Proposal's description

Investee

company’s

Management

Recommendatio

n

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

July-Sept 08-06-2016Amara Raja Batteries

LtdAGM Management Reelect Ramachandra N Galla as Director For For

A vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 08-06-2016Amara Raja Batteries

LtdAGM Management

Approve Brahmayya & Co. as Auditors and Authorize Board to Fix

Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 08-06-2016Amara Raja Batteries

LtdAGM Management Elect Raphael John Shemanski as Director For For

A vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 08-06-2016Amara Raja Batteries

LtdAGM Management Approve Fix Remuneration of Cost Auditors For For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

cost auditors and their remuneration.

July-Sept 08-06-2016 J.K. Cement Limited AGM Management Accept Financial Statements and Statutory Reports For ForA vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

July-Sept 08-06-2016 J.K. Cement Limited AGM Management Approve Dividend For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 08-06-2016 J.K. Cement Limited AGM Management Reelect Sushila Devi Singhania as Director For ForA vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 08-06-2016 J.K. Cement Limited AGM ManagementApprove P.L. Tandon & Company as Auditors and Authorize Board

to Fix Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 08-06-2016 J.K. Cement Limited AGM Management Elect S. L. Bansal as Independent Director For ForA vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 08-06-2016 J.K. Cement Limited AGM Management Approve Remuneration of Cost Auditors For ForA vote FOR this proposal is warranted given the absence of any known issues concerning the

cost auditors and their remuneration.

July-Sept 08-06-2016 J.K. Cement Limited AGM Management Approve Increase in Borrowing Powers For AgainstA vote AGAINST these resolutions is warranted given that the potential debt limit is considered

excessive.

July-Sept 08-06-2016 J.K. Cement Limited AGM Management Approve Pledging of Assets for Debt For AgainstA vote AGAINST these resolutions is warranted given that the potential debt limit is considered

excessive.

July-Sept 08-06-2016 J.K. Cement Limited AGM ManagementApprove Reappointment and Remuneration of Yadupati Singhania

as Chairman and Managing DirectorFor For

A vote FOR this resolution is warranted given the absence of any known issues concerning the

nominee and his remuneration.

July-Sept 08-06-2016 J.K. Cement Limited AGM ManagementAuthorize Issuance of Non Convertible Debentures on Private

Placement BasisFor For

A vote FOR this resolution is warranted given that the potential increase in debt is within a

reasonable range.

July-Sept 08-06-2016 Vinati Organics Ltd AGM Management Accept Financial Statements and Statutory Reports For ForA vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

July-Sept 08-06-2016 Vinati Organics Ltd AGM Management Approve Dividend For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 08-06-2016 Vinati Organics Ltd AGM Management Reelect Mohit Mutreja as Director For ForA vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 08-06-2016 Vinati Organics Ltd AGM Management Reelect Sunil Saraf as Director For ForA vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 08-06-2016 Vinati Organics Ltd AGM Management Approve Auditors and Authorize Board to Fix Their Remuneration For ForA vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 08-06-2016 Vinati Organics Ltd AGM ManagementApprove Reappointment and Remuneration of Vinod Saraf as

Managing DirectorFor For

A vote FOR these resolution is warranted given the absence of any known issues concerning

the nominee and their remuneration.

July-Sept 08-06-2016 Vinati Organics Ltd AGM ManagementApprove Reappointment and Remuneration of Vinati Saraf Mutreja

as Executive DirectorFor For

A vote FOR these resolution is warranted given the absence of any known issues concerning

the nominee and their remuneration.

July-Sept 08-08-2016Britannia Industries

Ltd.AGM Management Accept Financial Statements and Statutory Reports For For

A vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

July-Sept 08-08-2016Britannia Industries

Ltd.AGM Management Approve Dividends For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 08-08-2016Britannia Industries

Ltd.AGM Management Reelect Nusli N. Wadia as Director For For

A vote FOR Nusli N. Wadia is warranted given the absence of any known issues concerning the

nominee and the company's board and committee dynamics.

July-Sept 08-08-2016Britannia Industries

Ltd.AGM Management

Approve BSR & Co LLP as Auditors and Authorize Board to Fix Their

RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 08-09-2016 Tata Motors Ltd. AGM Management Accept Financial Statements and Statutory Reports For ForA vote FOR these resolutions is warranted given the unqualified audit opinion on the

company's financial statements.

July-Sept 08-09-2016 Tata Motors Ltd. AGM Management Accept Consolidated Financial Statements and Statutory Reports For ForA vote FOR these resolutions is warranted given the unqualified audit opinion on the

company's financial statements.

Quarter

Meeting

Date (MM-

DD-YYYY)

Company Name

Type of

meetings

(AGM/EGM/

CCM)#

Proposal by

Management or

Shareholder

Proposal's description

Investee

company’s

Management

Recommendatio

n

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

July-Sept 08-09-2016 Tata Motors Ltd. AGM Management Approve Dividend Payment For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 08-09-2016 Tata Motors Ltd. AGM Management Reelect Ravindra Pisharody as Director For ForA vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 08-09-2016 Tata Motors Ltd. AGM ManagementApprove Deloitte Haskins & Sells LLP as Auditors and Authorize

Board to Fix Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 08-09-2016 Tata Motors Ltd. AGM Management Elect Guenter Butschek as Director For ForA vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 08-09-2016 Tata Motors Ltd. AGM ManagementApprove Appointment and Remuneration of Guenter Butschek as

Chief Executive Officer and Managing DirectorFor For

A vote FOR this resolution is warranted given the absence of any known issues concerning the

executive and his remuneration.

July-Sept 08-09-2016 Tata Motors Ltd. AGM ManagementApprove Reappointment and Remuneration of Ravindra Pisharody

as Executive Director (Commercial Vehicles)For For

A vote FOR these resolutions is warranted given the absence of any known issues concerning

the executives and their remuneration.

July-Sept 08-09-2016 Tata Motors Ltd. AGM ManagementApprove Reappointment and Remuneration of Satish Borwankar as

Executive Director (Quality)For For

A vote FOR these resolutions is warranted given the absence of any known issues concerning

the executives and their remuneration.

July-Sept 08-09-2016 Tata Motors Ltd. AGM Management Approve Remuneration of Cost Auditors For ForA vote FOR this proposal is warranted given the absence of any known issues concerning the

cost auditors and their remuneration.

July-Sept 08-09-2016 Tata Motors Ltd. AGM Management Authorize Issuance of Non-Convertible Debentures For ForA vote FOR this resolution is warranted given that the potential increase in debt is within a

reasonable range.

July-Sept 08-10-2016Mahindra &

Mahindra Ltd.AGM Management Accept Financial Statements and Statutory Reports For For

A vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

July-Sept 08-10-2016Mahindra &

Mahindra Ltd.AGM Management Approve Dividend Payment For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 08-10-2016Mahindra &

Mahindra Ltd.AGM Management Reelect S.B. Mainak as Director For Against

A vote AGAINST S.B. Mainak is warranted because he attended less than 75 percent of board

and committee meetings over the most recent fiscal year, without a satisfactory explanation.

July-Sept 08-10-2016Mahindra &

Mahindra Ltd.AGM Management

Approve Deloitte Haskins & Sells as Auditors and Authorize Board

to Fix Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 08-10-2016Mahindra &

Mahindra Ltd.AGM Management Approve Remuneration of Cost Auditors For For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

cost auditors and their remuneration.

July-Sept 08-10-2016Mahindra &

Mahindra Ltd.AGM Management Authorize Issuance of Debt Securities For For

A vote FOR this resolution is warranted given that the potential increase in debt is within a

reasonable range.

July-Sept 08-10-2016Mahindra &

Mahindra Ltd.AGM Management

Approve Keeping of Register of Members and Related Documents

at the Office of the Company's New Registrar & Share Transfer

Agents

For For A vote FOR this resolution is warranted given the proposal is of administrative in nature.

July-Sept 08-11-2016Dhanuka Agritech

LimitedAGM Management Accept Financial Statements and Statutory Reports For For

A vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

July-Sept 08-11-2016Dhanuka Agritech

LimitedAGM Management Approve Interim Dividend For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 08-11-2016Dhanuka Agritech

LimitedAGM Management Elect M.K. Dhanuka as Director For For

A vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 08-11-2016Dhanuka Agritech

LimitedAGM Management Elect Arun Kumar Dhanuka as Director For For

A vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 08-11-2016Dhanuka Agritech

LimitedAGM Management

Approve Dinesh Mehta & Co. as Auditors and Authorize Board to

Fix Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 08-11-2016Dhanuka Agritech

LimitedAGM Management Approve Remuneration of Cost Auditors For For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

cost auditors and their remuneration.

July-Sept 08-11-2016Dhanuka Agritech

LimitedAGM Management Elect Sachin Kumar Bhartiya as Independent Director For For

A vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 08-11-2016Dhanuka Agritech

LimitedAGM Management

Approve Appointment and Remuneration of Mridul Dhanuka as

Executive DirectorFor For

A vote FOR these resolutions is warranted given the absence of any known issues concerning

the nominees and their remuneration.

July-Sept 08-11-2016Dhanuka Agritech

LimitedAGM Management

Approve Appointment and Remuneration of Rahul Dhanuka as

Executive DirectorFor For

A vote FOR these resolutions is warranted given the absence of any known issues concerning

the nominees and their remuneration.

July-Sept 08-11-2016Finolex Industries

LimitedAGM Management Accept Financial Statements and Statutory Reports For For

A vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

Quarter

Meeting

Date (MM-

DD-YYYY)

Company Name

Type of

meetings

(AGM/EGM/

CCM)#

Proposal by

Management or

Shareholder

Proposal's description

Investee

company’s

Management

Recommendatio

n

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

July-Sept 08-11-2016Finolex Industries

LimitedAGM Management Approve Dividend For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 08-11-2016Finolex Industries

LimitedAGM Management Reelect Sanjay S. Math as Director For For

A vote FOR Sanjay S. Math is warranted given the absence of any known issues concerning the

nominee and the company's board and committee dynamics.

July-Sept 08-11-2016Finolex Industries

LimitedAGM Management

Approve P. G. Bhagwat as Auditors and Authorize Board to Fix

Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 08-11-2016Finolex Industries

LimitedAGM Management Approve Remuneration of Cost Auditors For For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

cost auditors and their remuneration.

July-Sept 08-11-2016Finolex Industries

LimitedAGM Management

Authorize Issuance of Non-Convertible Debentures for Private

PlacementFor For

A vote FOR this resolution is warranted given that the potential increase in debt is within a

reasonable range.

July-Sept 08-11-2016Finolex Industries

LimitedAGM Management

Approve Reappointment and Remuneration of Prakash P. Chhabria

as Executive Director designated as Executive ChairmanFor For

A vote FOR this resolution is warranted given the absence of any known issues concerning the

nominee and their remuneration.

July-Sept 08-11-2016Finolex Industries

LimitedAGM Management

Approve Appointment and Remuneration of Sanjay S. Math as

Managing DirectorFor For

A vote FOR this resolution is warranted given the absence of any known issues concerning the

nominee and his remuneration.

July-Sept 08-11-2016Gujarat Pipavav Port

Ltd.AGM Management Accept Financial Statements and Statutory Reports For Abstain

Auditors' have given qualified opinion on the consolidated financial statements whereas there

is no such qualification pertaining to standalone financial statements. We cannot vote

"Against" the financial statements since the standalone financial statements are not qualified,.

However, given that consolidated accounts are qualified for non-audit of an associate

company, we cannot vote "For" accepting the financial statements. Hence, we are abstaining

from voting on this resolution.

July-Sept 08-11-2016Gujarat Pipavav Port

Ltd.AGM Management Approve Dividend For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 08-11-2016Gujarat Pipavav Port

Ltd.AGM Management Reelect Julian Bevis as Director For For

A vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 08-11-2016Gujarat Pipavav Port

Ltd.AGM Management Reelect Rizwan Soomar as Director For For

A vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 08-11-2016Gujarat Pipavav Port

Ltd.AGM Management

Approve Price Waterhouse as Auditors and Authorize Board to Fix

Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 08-11-2016Gujarat Pipavav Port

Ltd.AGM Management Approve Related Party Transactions For For

A vote FOR this resolution is warranted given that the proposed transactions are within the

ordinary course of the company's business and at arm's length basis.

July-Sept 08-11-2016Gujarat Pipavav Port

Ltd.AGM Management Approve Commission Remuneration for Independent Directors For For

A vote FOR this resolution is warranted given the absence of any known issues concerning the

proposed remuneration.

July-Sept 08-11-2016 Page Industries Ltd. AGM Management Accept Financial Statements and Statutory Reports For ForA vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

July-Sept 08-11-2016 Page Industries Ltd. AGM Management Approve Final Dividend and Confirm Interim Dividend For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 08-11-2016 Page Industries Ltd. AGM Management Reelect Pius Thomas as Director For ForA vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 08-11-2016 Page Industries Ltd. AGM Management Reelect Shamir Genomal as Director For ForA vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 08-11-2016 Page Industries Ltd. AGM ManagementApprove S R Batliboi & Associates LLP as Auditors and Authorize

Board to Fix Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 08-11-2016 Page Industries Ltd. AGM ManagementApprove Reappointment and Remuneration of Sunder Genomal as

Managing DirectorFor For

A vote FOR this resolution is warranted given the absence of any known issues concerning the

executive and his remuneration.

July-Sept 08-11-2016 Page Industries Ltd. AGM Management Approve Remuneration of Non-Executive Directors For ForA vote FOR this resolution is warranted given the absence of any known issues concerning the

company's remuneration practices.

July-Sept 08-12-2016 Shree Cement Ltd. AGM Management Accept Financial Statements and Statutory Reports For ForA vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

July-Sept 08-12-2016 Shree Cement Ltd. AGM Management Confirm Interim Dividends For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 08-12-2016 Shree Cement Ltd. AGM Management Reelect Prashant Bangur as Director For AgainstA vote AGAINST Prashant Bangur is warranted because he serves as an executive member of

the audit committee.

Quarter

Meeting

Date (MM-

DD-YYYY)

Company Name

Type of

meetings

(AGM/EGM/

CCM)#

Proposal by

Management or

Shareholder

Proposal's description

Investee

company’s

Management

Recommendatio

n

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

July-Sept 08-12-2016 Shree Cement Ltd. AGM ManagementApprove B. R. Maheswari & Company as Auditors and Authorize

Board to Fix Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 08-12-2016 Shree Cement Ltd. AGM Management Approve Remuneration of Cost Auditors For ForA vote FOR this proposal is warranted given the absence of any known issues concerning the

cost auditors and their remuneration.

July-Sept 08-12-2016 Shree Cement Ltd. AGM ManagementAmend Terms of Appointment and Approve Remuneration of

Prashant BangurFor For

A vote FOR this resolution is warranted given the absence of any known issues concerning the

executive and his remuneration.

July-Sept 08-12-2016 Shree Cement Ltd. AGM ManagementApprove Reappointment and Remuneration of H. M. Bangur as

Managing DirectorFor For

A vote FOR this resolution is warranted despite the failure to specify the commission rate,

which forms part of the executive's remuneration, as he is the company's managing director

and rejecting his reappointment may have a material negative impact on shareholder value.

July-Sept 08-12-2016 Shree Cement Ltd. AGM Management Authorize Issuance of Non-Convertible Debentures For ForA vote FOR this resolution is warranted given that the potential increase in debt is within a

reasonable range.

July-Sept 08-22-2016 City Union Bank Ltd AGM Management Accept Financial Statements and Statutory Reports For ForA vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

July-Sept 08-22-2016 City Union Bank Ltd AGM Management Approve Dividend Payment For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 08-22-2016 City Union Bank Ltd AGM Management Reelect R. Mohan as Director For ForA vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 08-22-2016 City Union Bank Ltd AGM ManagementApprove P. Chandrasekar as Auditors and Authorize Board to Fix

Their RemunerationFor For

A vote FOR these resolutions is warranted given the absence of any known issues concerning

the auditors, their remuneration, and the way the audit was conducted.

July-Sept 08-22-2016 City Union Bank Ltd AGM ManagementApprove Appointment and Remuneration of S. Mahalingam, Non-

Executive ChairmanFor For

A vote FOR this resolution is warranted given the absence of any known issues concerning the

nominee and his remuneration.

July-Sept 08-22-2016 City Union Bank Ltd AGM Management Elect M. Narayanan as Independent Director For ForA vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 08-22-2016 City Union Bank Ltd AGM Management Elect S. Bernard as Independent Director For ForA vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 08-22-2016 City Union Bank Ltd AGM ManagementApprove Branch Auditors and Authorize Board to Fix Their

RemunerationFor For

A vote FOR these resolutions is warranted given the absence of any known issues concerning

the auditors, their remuneration, and the way the audit was conducted.

July-Sept 08-22-2016 City Union Bank Ltd AGM ManagementApprove Issuance of Equity or Equity-Linked Securities without

Preemptive RightsFor For

A vote FOR this resolution is warranted given that the potential dilution of this issuance

request of 6.96 percent is reasonable.

July-Sept 08-22-2016 City Union Bank Ltd AGM ManagementApprove Issuance of Equity or Equity-Linked Securities to

Employees of the CompanyFor For

A vote FOR this resolution is warranted given the rationale, terms, and potential dilution of the

issuance request are deemed reasonable.

July-Sept 08-23-2016 Bosch Limited PB Management Approve Buyback of Up to 878,160 Shares For ForA vote FOR this proposal is warranted given the provisions on the volume and duration for the

share buyback are within acceptable limits.

July-Sept 08-23-2016The Indian Hotels

Co., Ltd.AGM Management Accept Financial Statements and Statutory Reports For For

A vote FOR this resolution is warranted given the unqualified audit opinion on the company's

financial statements.

July-Sept 08-23-2016The Indian Hotels

Co., Ltd.AGM Management Approve Dividends For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 08-23-2016The Indian Hotels

Co., Ltd.AGM Management Reelect Cyrus P. Mistry as Director For For

A vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 08-23-2016The Indian Hotels

Co., Ltd.AGM Management

Approve Deloitte Haskins & Sells LLP as Auditors and Authorize

Board to Fix Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 08-23-2016The Indian Hotels

Co., Ltd.AGM Management Reelect N.S. Rajan as Director For For

A vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 08-23-2016The Indian Hotels

Co., Ltd.AGM Management

Approve Appointment and Remuneration of Anil P. Goel as

Executive DirectorFor For

A vote FOR these resolutions is warranted given the absence of any known issues concerning

the executives and their remuneration.

July-Sept 08-23-2016The Indian Hotels

Co., Ltd.AGM Management

Approve Appointment and Remuneration of Mehernosh S. Kapadia

as Executive DirectorFor For

A vote FOR these resolutions is warranted given the absence of any known issues concerning

the executives and their remuneration.

July-Sept 08-23-2016The Indian Hotels

Co., Ltd.AGM Management Authorize Issuance of Non-Convertible Debentures For For

A vote FOR this resolution is warranted given that the potential increase in debt is within a

reasonable range.

July-Sept 08-24-2016Aurobindo Pharma

Ltd.AGM Management Accept Standalone Financial Statements and Statutory Reports For For

A vote FOR these resolutions is warranted given the absence of any known issues surrounding

the company's financial statements.

Quarter

Meeting

Date (MM-

DD-YYYY)

Company Name

Type of

meetings

(AGM/EGM/

CCM)#

Proposal by

Management or

Shareholder

Proposal's description

Investee

company’s

Management

Recommendatio

n

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

July-Sept 08-24-2016Aurobindo Pharma

Ltd.AGM Management Accept Consolidated Financial Statements and Statutory Reports For For

A vote FOR these resolutions is warranted given the absence of any known issues surrounding

the company's financial statements.

July-Sept 08-24-2016Aurobindo Pharma

Ltd.AGM Management Approve Interim Dividends For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 08-24-2016Aurobindo Pharma

Ltd.AGM Management Reelect K. Nithyananda Reddy as Director For For

A vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 08-24-2016Aurobindo Pharma

Ltd.AGM Management Reelect M. Madan Mohan Reddy as Director For For

A vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 08-24-2016Aurobindo Pharma

Ltd.AGM Management

Approve S.R. Batliboi & Associates LLP as Auditors and Authorize

Board to Fix Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 08-24-2016Aurobindo Pharma

Ltd.AGM Management

Approve Revision in the Remuneration of N. Govindarajan as

Managing DirectorFor For

A vote FOR these resolutions is warranted given the absence of any known issues surrounding

the proposed remuneration.

July-Sept 08-24-2016Aurobindo Pharma

Ltd.AGM Management

Approve Revision in the Remuneration of M. Madan Mohan Reddy

as Executive DirectorFor For

A vote FOR these resolutions is warranted given the absence of any known issues surrounding

the proposed remuneration.

July-Sept 08-24-2016Aurobindo Pharma

Ltd.AGM Management

Approve Appointment and Remuneration of P. Sarath Chandra

Reddy as Executive DirectorFor For

A vote FOR this resolution is warranted given the absence of any known issues concerning the

executive and his remuneration.

July-Sept 08-24-2016 Coal India Ltd. PB Management Approve Share Repurchase Program For ForA vote FOR this resolution is warranted given the size and duration of the proposed share

buyback are within acceptable limits.

July-Sept 08-24-2016 Kajaria Ceramics Ltd. AGM Management Accept Financial Statements and Statutory Reports For ForA vote FOR these resolutions is warranted given the absence of any known issues surrounding

the company's financial statements.

July-Sept 08-24-2016 Kajaria Ceramics Ltd. AGM Management Approve Dividend For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 08-24-2016 Kajaria Ceramics Ltd. AGM Management Reelect Basant Kumar Sinha as Director For Against

A vote AGAINST Basant Kumar Sinha is warranted because he attended less than 75 percent of

board and committee meetings over the most recent fiscal year, without a satisfactory

explanation.

July-Sept 08-24-2016 Kajaria Ceramics Ltd. AGM ManagementApprove O.P. Bagla & Co. as Auditors and Authorize Board to Fix

Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditor, their remuneration, and the way the audit was conducted.

July-Sept 08-24-2016 Kajaria Ceramics Ltd. AGM ManagementApprove Reappointment and Remuneration of Ashok Kajaria as

Chairman & Managing DirectorFor For

A vote FOR these resolutions is warranted given the absence of any known issues concerning

the executives and their remuneration.

July-Sept 08-24-2016 Kajaria Ceramics Ltd. AGM ManagementApprove Reappointment and Remuneration of Basant Kumar Sinha

as Director-TechnicalFor For

A vote FOR these resolutions is warranted given the absence of any known issues concerning

the executives and their remuneration.

July-Sept 08-24-2016 Kajaria Ceramics Ltd. AGM Management Approve Stock Split For For

A vote FOR these resolutions is warranted given the proposals may improve the marketability

and liquidity of the company's shares and would have no material economic impact on

shareholders.

July-Sept 08-24-2016 Kajaria Ceramics Ltd. AGM Management Amend Memorandum of Association to Reflect Changes in Capital For For

A vote FOR these resolutions is warranted given the proposals may improve the marketability

and liquidity of the company's shares and would have no material economic impact on

shareholders.

July-Sept 08-24-2016 NCC Ltd. AGM Management Accept Financial Statements and Statutory Reports For ForA vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

July-Sept 08-24-2016 NCC Ltd. AGM Management Approve Dividend For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 08-24-2016 NCC Ltd. AGM Management Reelect Utpal Sheth as Director For ForA vote FOR all other nominees is warranted given the absence of any known issues concerning

the nominees and the company's board and committee dynamics.

July-Sept 08-24-2016 NCC Ltd. AGM Management Reelect A V N Raju as Director For Against

A vote AGAINST the following nominee is warranted because: A.V.N. Raju (Item 4) has

attended less than 75 percent of board and committee meetings over the most recent fiscal

year, without a satisfactory explanation.

July-Sept 08-24-2016 NCC Ltd. AGM ManagementApprove Bhaskara Rao & Co. and Deloitte Haskins and Sells as Joint

Statutory Auditors and Authorize Board to Fix Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 08-24-2016 NCC Ltd. AGM Management Elect S. Ravi as Independent Director For ForA vote FOR all other nominees is warranted given the absence of any known issues concerning

the nominees and the company's board and committee dynamics.

July-Sept 08-24-2016 NCC Ltd. AGM Management Elect A S Durga Prasad as Independent Director For ForA vote FOR all other nominees is warranted given the absence of any known issues concerning

the nominees and the company's board and committee dynamics.

Quarter

Meeting

Date (MM-

DD-YYYY)

Company Name

Type of

meetings

(AGM/EGM/

CCM)#

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Management or

Shareholder

Proposal's description

Investee

company’s

Management

Recommendatio

n

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

July-Sept 08-24-2016 NCC Ltd. AGM ManagementApprove Reappointment and Remuneration of A V N Raju as

Executive DirectorFor For

A vote FOR this resolution is warranted given the absence of any known issues concerning the

executive and his remuneration.

July-Sept 08-24-2016 NCC Ltd. AGM Management Approve Remuneration of Cost Auditors For ForA vote FOR this proposal is warranted given the absence of any known issues concerning the

cost auditors and their remuneration.

July-Sept 08-26-2016 Larsen & Toubro Ltd AGM Management Accept Financial Statements and Statutory Reports For ForA vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

July-Sept 08-26-2016 Larsen & Toubro Ltd AGM Management Approve Dividend Payment For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 08-26-2016 Larsen & Toubro Ltd AGM Management Elect Sunita Sharma as Director For For

A vote FOR Anikumar Manibhai Naik is warranted despite him being an executive member on

the nomination & remuneration committee, as he is the company's executive chairman and

removing him from the board may have a material negative impact on shareholder value.A

vote FOR all other nominees is warranted given the absence of any known issues concerning

the nominees.

July-Sept 08-26-2016 Larsen & Toubro Ltd AGM Management Reelect S. N. Subrahmanyan as Director For For

A vote FOR Anikumar Manibhai Naik is warranted despite him being an executive member on

the nomination & remuneration committee, as he is the company's executive chairman and

removing him from the board may have a material negative impact on shareholder value.A

vote FOR all other nominees is warranted given the absence of any known issues concerning

the nominees.

July-Sept 08-26-2016 Larsen & Toubro Ltd AGM Management Reelect A. M Naik as Director For For

A vote FOR Anikumar Manibhai Naik is warranted despite him being an executive member on

the nomination & remuneration committee, as he is the company's executive chairman and

removing him from the board may have a material negative impact on shareholder value.A

vote FOR all other nominees is warranted given the absence of any known issues concerning

the nominees.

July-Sept 08-26-2016 Larsen & Toubro Ltd AGM Management Elect D. K Sen as Director For For

A vote FOR Anikumar Manibhai Naik is warranted despite him being an executive member on

the nomination & remuneration committee, as he is the company's executive chairman and

removing him from the board may have a material negative impact on shareholder value.A

vote FOR all other nominees is warranted given the absence of any known issues concerning

the nominees.

July-Sept 08-26-2016 Larsen & Toubro Ltd AGM Management Elect M. V Satish as Director For For

A vote FOR Anikumar Manibhai Naik is warranted despite him being an executive member on

the nomination & remuneration committee, as he is the company's executive chairman and

removing him from the board may have a material negative impact on shareholder value.A

vote FOR all other nominees is warranted given the absence of any known issues concerning

the nominees.

July-Sept 08-26-2016 Larsen & Toubro Ltd AGM Management Elect Naina Lal Kidwai as Independent Director For For

A vote FOR Anikumar Manibhai Naik is warranted despite him being an executive member on

the nomination & remuneration committee, as he is the company's executive chairman and

removing him from the board may have a material negative impact on shareholder value. A

vote FOR all other nominees is warranted given the absence of any known issues concerning

the nominees.

July-Sept 08-26-2016 Larsen & Toubro Ltd AGM ManagementApprove Appointment and Remuneration of S. N Subrahmanyan as

Deputy Managing Director and PresidentFor For In the absence of any known issue, a vote FOR is warranted.

July-Sept 08-26-2016 Larsen & Toubro Ltd AGM ManagementApprove Appointment and Remuneration of D. K Sen as Executive

DirectorFor For In the absence of any known issue, a vote FOR is warranted.

July-Sept 08-26-2016 Larsen & Toubro Ltd AGM ManagementApprove Appointment and Remuneration of M. V Satish as

Executive DirectorFor For In the absence of any known issue, a vote FOR is warranted.

July-Sept 08-26-2016 Larsen & Toubro Ltd AGM Management Approve Commission Remuneration for Executive Directors For Against

A vote AGAINST this resolution is warranted given the proposed terms of remuneration by way

of commission could enable the board to grant higher pay despite poor performance by

adjusting the commission rate.

July-Sept 08-26-2016 Larsen & Toubro Ltd AGM ManagementApprove Reappointment and Remuneration of R. Shankar Raman

as Executive DirectorFor For In the absence of any known issue, a vote FOR is warranted.

July-Sept 08-26-2016 Larsen & Toubro Ltd AGM ManagementApprove Reappointment and Remuneration of Shailendra Roy as

Executive DirectorFor For In the absence of any known issue, a vote FOR is warranted.

Quarter

Meeting

Date (MM-

DD-YYYY)

Company Name

Type of

meetings

(AGM/EGM/

CCM)#

Proposal by

Management or

Shareholder

Proposal's description

Investee

company’s

Management

Recommendatio

n

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

July-Sept 08-26-2016 Larsen & Toubro Ltd AGM Management Elect Sanjeev Aga as Independent Director For For

A vote FOR Anikumar Manibhai Naik is warranted despite him being an executive member on

the nomination & remuneration committee, as he is the company's executive chairman and

removing him from the board may have a material negative impact on shareholder value.A

vote FOR all other nominees is warranted given the absence of any known issues concerning

the nominees.

July-Sept 08-26-2016 Larsen & Toubro Ltd AGM Management Elect Narayanan Kumar as Independent Director For For

A vote FOR Anikumar Manibhai Naik is warranted despite him being an executive member on

the nomination & remuneration committee, as he is the company's executive chairman and

removing him from the board may have a material negative impact on shareholder value.A

vote FOR all other nominees is warranted given the absence of any known issues concerning

the nominees.

July-Sept 08-26-2016 Larsen & Toubro Ltd AGM ManagementApprove Issuance of Equity or Equity-Linked Securities without

Preemptive RightsFor For

A vote FOR this resolution is warranted given that the potential dilution of this issuance

request of 2.62 percent is reasonable.

July-Sept 08-26-2016 Larsen & Toubro Ltd AGM Management Authorize Issuance of Non-Convertible Debentures For ForA vote FOR this resolution is warranted given that the potential increase in debt is within a

reasonable range.

July-Sept 08-26-2016 Larsen & Toubro Ltd AGM ManagementApprove Sharp & Tannan as Joint Statutory Auditors and Authorize

Board to Fix Their RemunerationFor For

A vote FOR these resolutions is warranted given the absence of any known issues concerning

the auditors, their remuneration, and the way the audit was conducted.

July-Sept 08-26-2016 Larsen & Toubro Ltd AGM ManagementApprove Deloitte Haskins & Sells as Joint Statutory Auditors and

Authorize Board to Fix Their RemunerationFor For

A vote FOR these resolutions is warranted given the absence of any known issues concerning

the auditors, their remuneration, and the way the audit was conducted.

July-Sept 08-26-2016 Larsen & Toubro Ltd AGM Management Approve Remuneration of Cost Auditors For ForA vote FOR this resolutions is warranted given the absence of any known issues concerning the

cost auditors and their remuneration.

July-Sept 08-27-2016Sadbhav Engineering

Ltd.PB Management Approve Related Party Transactions For For

A vote FOR this resolution is warranted given that the proposed transactions are within the

ordinary course of the company's business, and are entered into with the company's

subsidiaries or associates.

July-Sept 08-29-2016Divi's Laboratories

LimitedAGM Management Accept Financial Statements and Statutory Reports For For

A vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

July-Sept 08-29-2016Divi's Laboratories

LimitedAGM Management Confirm Interim Dividend as Final Dividend For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 08-29-2016Divi's Laboratories

LimitedAGM Management Reelect Madhusudana Rao Divi as Director For For

A vote FOR Madhusudana Rao Divi is warranted given the absence of any known issues

concerning the nominee and the company's board and committee dynamics.

July-Sept 08-29-2016Divi's Laboratories

LimitedAGM Management

Approve P.V.R.K. Nageswara Rao & Co. as Auditors and Authorize

Board to Fix Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 08-31-2016Century Plyboards

(India) LimitedAGM Management Accept Financial Statements and Statutory Reports For For

A vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

July-Sept 08-31-2016Century Plyboards

(India) LimitedAGM Management Confirm Interim Dividend For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 08-31-2016Century Plyboards

(India) LimitedAGM Management Reelect Vishnu Khemani as Director For Against

A vote AGAINST the following nominee is warranted because:- Vishnu Khemani (Item 3) and

Ajay Baldawa (Item 4) and attended less than 75 percent of board meetings over the most

recent fiscal year, without a satisfactory explanation.

July-Sept 08-31-2016Century Plyboards

(India) LimitedAGM Management Reelect Ajay Baldawa as Director For Against

A vote AGAINST the following nominee is warranted because: Vishnu Khemani (Item 3) and

Ajay Baldawa (Item 4) and attended less than 75 percent of board meetings over the most

recent fiscal year, without a satisfactory explanation.

July-Sept 08-31-2016Century Plyboards

(India) LimitedAGM Management

Approve Singhi & Co. as Auditors and Authorize Board to Fix Their

RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 08-31-2016Century Plyboards

(India) LimitedAGM Management Elect J. P. Dua as Independent Director For For

A vote FOR all other nominees is warranted given the absence of any known issues concerning

the nominees.

July-Sept 08-31-2016Century Plyboards

(India) LimitedAGM Management Elect Keshav Bhajanka as Director For For

A vote FOR all other nominees is warranted given the absence of any known issues concerning

the nominees.

July-Sept 08-31-2016Century Plyboards

(India) LimitedAGM Management

Approve Appointment and Remuneration of Keshav Bhajanka as

Executive DirectorFor For

A vote FOR these resolutions is warranted given the absence of any known issues concerning

the nominees and their remuneration.

July-Sept 08-31-2016Century Plyboards

(India) LimitedAGM Management

Approve Reappointment and Remuneration of Sajjan Bhajanka as

Chairman and Managing DirectorFor For

A vote FOR these resolutions is warranted given the absence of any known issues concerning

the nominees and their remuneration.

July-Sept 08-31-2016Century Plyboards

(India) LimitedAGM Management

Approve Reappointment and Remuneration of Sanjay Agarwal as

Managing DirectorFor For

A vote FOR these resolutions is warranted given the absence of any known issues concerning

the nominees and their remuneration.

Quarter

Meeting

Date (MM-

DD-YYYY)

Company Name

Type of

meetings

(AGM/EGM/

CCM)#

Proposal by

Management or

Shareholder

Proposal's description

Investee

company’s

Management

Recommendatio

n

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

July-Sept 08-31-2016Century Plyboards

(India) LimitedAGM Management

Approve Reappointment and Remuneration of Ajay Baldawa as

Executive Director (Technical)For For

A vote FOR these resolutions is warranted given the absence of any known issues concerning

the nominees and their remuneration.

July-Sept 08-31-2016Century Plyboards

(India) LimitedAGM Management

Approve Charges on Members of the Company for Service of

DocumentsFor For A vote FOR this resolution is warranted given the proposal is of administrative in nature.

July-Sept 08-31-2016Kotak Mahindra Bank

LtdPB Management

Authorize Issuance of Unsecured, Redeemable Non-Convertible

Debentures/BondsFor For

A vote FOR this resolution is warranted given the request is deemed reasonable in view of the

company's current financial position.

July-Sept 09-01-2016 Bosch Limited AGM Management Accept Financial Statements and Statutory Reports For ForA vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

July-Sept 09-01-2016 Bosch Limited AGM Management Approve Dividend Payment For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 09-01-2016 Bosch Limited AGM Management Reelect Soumitra Bhattacharya as Director For ForA vote FOR Soumitra Bhattacharya is warranted given the absence of any known issues

concerning the nominee and the company's board and committee dynamics.

July-Sept 09-01-2016 Bosch Limited AGM ManagementApprove Price Waterhouse & Co. Bangalore LLP as Auditors and

Authorize Board to Fix Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 09-01-2016 Bosch Limited AGM ManagementApprove Reappointment and Remuneration of Steffen Berns as

Managing DirectorFor For

A vote FOR these resolutions is warranted given the absence of any known issues concerning

the executives and their remuneration.

July-Sept 09-01-2016 Bosch Limited AGM ManagementApprove Reappointment and Remuneration of Soumitra

Bhattacharya as Joint Managing DirectorFor For

A vote FOR these resolutions is warranted given the absence of any known issues concerning

the executives and their remuneration.

July-Sept 09-01-2016 Bosch Limited AGM Management Approve Remuneration of Cost Auditors For ForA vote FOR this proposal is warranted given the absence of any known issues concerning the

cost auditors and their remuneration.

July-Sept 09-01-2016 Bosch Limited AGM Management Adopt New Articles of Association For ForA vote FOR this resolution is warranted given the proposal would render the company's articles

updated and ensure compliance to the prevailing laws.

July-Sept 09-01-2016Jubilant Foodworks

LtdAGM Management Accept Financial Statements and Statutory Reports For For

A vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

July-Sept 09-01-2016Jubilant Foodworks

LtdAGM Management Approve Dividends For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 09-01-2016Jubilant Foodworks

LtdAGM Management Reelect Hari S. Bhartia as Director For For

A vote FOR Hari S. Bhartia is warranted given the absence of any known issues concerning the

nominee and the company's board and committee dynamics.

July-Sept 09-01-2016Jubilant Foodworks

LtdAGM Management

Approve S. R. Batliboi & Co. LLP as Auditors and Authorize Board to

Fix Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 09-01-2016Reliance Industries

Ltd.AGM Management Accept Audited Financial Statements and Statutory Reports For For

A vote FOR these resolutions is warranted given the absence of any known issues surrounding

the company's financial statements.

July-Sept 09-01-2016Reliance Industries

Ltd.AGM Management

Accept Audited Consolidated Financial Statements and Statutory

ReportsFor For

A vote FOR these resolutions is warranted given the absence of any known issues surrounding

the company's financial statements.

July-Sept 09-01-2016Reliance Industries

Ltd.AGM Management Confirm Interim Dividend as Final Dividend For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 09-01-2016Reliance Industries

Ltd.AGM Management Reelect Nikhil R. Meswani as Director For For

A vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 09-01-2016Reliance Industries

Ltd.AGM Management Reelect Pawan Kumar Kapil as Director For For

A vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 09-01-2016Reliance Industries

Ltd.AGM Management

Approve Deloitte Haskins & Sells LLP as Auditors and Authorize

Board to Fix Their RemunerationFor Against

A vote AGAINST this resolution is warranted given that the non-audit fees exceeded the total

audit fees paid to the company's auditors in the latest fiscal year without satisfactory

explanation.

July-Sept 09-01-2016Reliance Industries

Ltd.AGM Management Approve Remuneration of Cost Auditors For For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

cost auditors and their remuneration.

July-Sept 09-01-2016Reliance Industries

Ltd.AGM Management Authorize Issuance of Redeemable Non-Convertible Debentures For For

A vote FOR this resolution is warranted given that the potential increase in debt is within a

reasonable range.

July-Sept 09-03-2016Manpasand

Beverages LtdPB Management Approve Variation in the Terms of the Objects of the Issue For For

A vote FOR this resolution is warranted given that the proposal would enable the company to

use the unutilized IPO proceeds towards setting up new production lines.

July-Sept 09-05-2016Manpasand

Beverages LtdAGM Management Accept Financial Statements and Statutory Reports For For

A vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

July-Sept 09-05-2016Manpasand

Beverages LtdAGM Management Reelect Vishal Sood as Director For For

A vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

Quarter

Meeting

Date (MM-

DD-YYYY)

Company Name

Type of

meetings

(AGM/EGM/

CCM)#

Proposal by

Management or

Shareholder

Proposal's description

Investee

company’s

Management

Recommendatio

n

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

July-Sept 09-05-2016Manpasand

Beverages LtdAGM Management Reelect Dhruv Agrawal as Director For For

A vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 09-05-2016Manpasand

Beverages LtdAGM Management

Approve Deloitte Haskins & Sells as Auditors and Authorize Board

to Fix Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 09-05-2016Manpasand

Beverages LtdAGM Management

Approve Revision in the Remuneration of Dhirendra Singh,

Chairman & Managing DirectorFor For

A vote FOR these resolutions is warranted given the absence of any known issues surrounding

the proposed remuneration.

July-Sept 09-05-2016Manpasand

Beverages LtdAGM Management

Approve Revision in the Remuneration of Abhishek Singh,

Executive Director of the CompanyFor For

A vote FOR these resolutions is warranted given the absence of any known issues surrounding

the proposed remuneration.

July-Sept 09-05-2016Manpasand

Beverages LtdAGM Management Increase Authorized Share Capital For For A vote FOR this resolution is warranted given the capital increase is within a reasonable range.

July-Sept 09-05-2016Manpasand

Beverages LtdAGM Management

Approve Issuance of Equity or Equity-Linked Securities without

Preemptive RightsFor For

A vote FOR this resolution is warranted given that the potential dilution of this issuance

request of 15.07 percent is reasonable.

July-Sept 09-07-2016JK Lakshmi Cement

Ltd.AGM Management Accept Financial Statements and Statutory Reports For For

A vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

July-Sept 09-07-2016JK Lakshmi Cement

Ltd.AGM Management Approve Dividend For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 09-07-2016JK Lakshmi Cement

Ltd.AGM Management Reelect Raghupati Singhania as Director For For

A vote FOR Raghupati Singhania is warranted given the absence of any known issues

concerning the nominee and the company's board and committee dynamics.

July-Sept 09-07-2016JK Lakshmi Cement

Ltd.AGM Management

Approve Lodha & Co. as Auditors and Authorize Board to Fix Their

RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 09-07-2016JK Lakshmi Cement

Ltd.AGM Management Approve Remuneration of Cost Auditors For For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

cost auditors and their remuneration.

July-Sept 09-07-2016JK Lakshmi Cement

Ltd.AGM Management

Approve Payment of Minimum Remuneration to Bharat Hari

Singhania for FY 2015-2016 and Remaining Tenure for FY 2016-

2017

For For In the absence of any known issue, a vote FOR is warranted.

July-Sept 09-07-2016JK Lakshmi Cement

Ltd.AGM Management

Approve Payment of Minimum Remuneration to Vinita Singhania

for FY 2015-2016 and Remaining Tenure for FY 2016-2017For For In the absence of any known issue, a vote FOR is warranted.

July-Sept 09-07-2016JK Lakshmi Cement

Ltd.AGM Management

Approve Payment of Minimum Remuneration to Sushil Kumar Wali

for FY 2015-2016 and Remaining Tenure for FY 2016-2017For For In the absence of any known issue, a vote FOR is warranted.

July-Sept 09-07-2016JK Lakshmi Cement

Ltd.AGM Management

Approve Payment of Minimum Remuneration to Shailendra

Chouksey for FY 2015-2016 and Remaining Tenure for FY 2016-

2017

For For In the absence of any known issue, a vote FOR is warranted.

July-Sept 09-07-2016JK Lakshmi Cement

Ltd.AGM Management Approve Remuneration of Non-Executive Directors For For

A vote FOR this resolution is warranted given the absence of any known issues concerning the

proposed remuneration.

July-Sept 09-07-2016JK Lakshmi Cement

Ltd.AGM Management

Approve Reappointment and Remuneration of Bharat Hari

Singhania as Managing DirectorFor For

A vote FOR these resolutions is warranted given the absence of any known issues concerning

the nominees and their remuneration.

July-Sept 09-07-2016JK Lakshmi Cement

Ltd.AGM Management

Approve Reappointment and Remuneration of Vinita Singhania as

Managing DirectorFor For

A vote FOR these resolutions is warranted given the absence of any known issues concerning

the nominees and their remuneration.

July-Sept 09-07-2016JK Lakshmi Cement

Ltd.AGM Management

Approve Reappointment and Remuneration of Sushil Kumar Wali

as Executive DirectorFor For

A vote FOR these resolutions is warranted given the absence of any known issues concerning

the nominees and their remuneration.

July-Sept 09-07-2016JK Lakshmi Cement

Ltd.AGM Management

Approve Reappointment and Remuneration of Shailendra

Chouksey as Executive DirectorFor For

A vote FOR these resolutions is warranted given the absence of any known issues concerning

the nominees and their remuneration.

July-Sept 09-07-2016JK Lakshmi Cement

Ltd.AGM Management Approve Charitable Donations For Against

A vote AGAINST this resolution is warranted given the lack of further information on the

proposed donation.

July-Sept 09-08-2016Genus Power

Infrastructure LtdAGM Management Accept Financial Statements and Statutory Reports For For

A vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

July-Sept 09-08-2016Genus Power

Infrastructure LtdAGM Management Approve Dividend Payment For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 09-08-2016Genus Power

Infrastructure LtdAGM Management Reelect Rajendra Kumar Agarwal as Director For For

A vote FOR Rajendra Kumar Agarwal (Item 3) and Jitendra Kumar Agarwal (Item 4) is warranted

given the absence of any known issues concerning the nominees and the company's board and

committee dynamics.

Quarter

Meeting

Date (MM-

DD-YYYY)

Company Name

Type of

meetings

(AGM/EGM/

CCM)#

Proposal by

Management or

Shareholder

Proposal's description

Investee

company’s

Management

Recommendatio

n

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

July-Sept 09-08-2016Genus Power

Infrastructure LtdAGM Management Reelect Jitendra Kumar Agarwal as Director For For

A vote FOR Rajendra Kumar Agarwal (Item 3) and Jitendra Kumar Agarwal (Item 4) is warranted

given the absence of any known issues concerning the nominees and the company's board and

committee dynamics.

July-Sept 09-08-2016Genus Power

Infrastructure LtdAGM Management

Approve S. R. Batliboi & Associates LLP and D. Khanna & Associates

as Auditors and Authorize Board to Fix Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 09-08-2016Genus Power

Infrastructure LtdAGM Management

Approve Reappointment and Remuneration of Rajendra Kumar

Agarwal as Managing Director and CEOFor For

A vote FOR this resolution is warranted given the absence of any known issues concerning the

nominee and his remuneration.

July-Sept 09-08-2016Genus Power

Infrastructure LtdAGM Management Approve Commission Remuneration for Executive Directors For For

A vote FOR this resolution is warranted given the absence of any known issues concerning the

company's remuneration practices.

July-Sept 09-08-2016Genus Power

Infrastructure LtdAGM Management Approve Commission Remuneration for Non-Executive Directors For For

A vote FOR this resolution is warranted given the absence of any known issues concerning the

company's remuneration practices.

July-Sept 09-08-2016Genus Power

Infrastructure LtdAGM Management Approve Remuneration of Cost Auditors For For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

cost auditors and their remuneration.

July-Sept 09-08-2016Genus Power

Infrastructure LtdAGM Management Adopt New Articles of Association For For

A vote FOR this resolution is warranted given the proposal would render the company's articles

updated and ensure compliance to the prevailing laws.

July-Sept 09-08-2016Hindustan Petroleum

Corporation Ltd.AGM Management Accept Financial Statements and Statutory Reports For For

A vote FOR this resolution is warranted given the unqualified audit opinion on the company's

financial statements.

July-Sept 09-08-2016Hindustan Petroleum

Corporation Ltd.AGM Management Confirm Interim Dividend and Declare Final Dividend For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 09-08-2016Hindustan Petroleum

Corporation Ltd.AGM Management Reelect Pushp Kumar Joshi as Director For Against

A vote AGAINST the following nominees is warranted because:- J. Ramaswamy (Item 6) serves

as an executive member of the audit committee.- Pushp Kumar Joshi (Item 3), Y. K. Gawali

(Item 4), J. Ramaswamy (Item 6), and Urvashi Sadhwani (Item 8) are non-independent director

nominees on a board chaired by an executive director and is not at least one-half independent.

July-Sept 09-08-2016Hindustan Petroleum

Corporation Ltd.AGM Management Reelect Y. K. Gawali as Director For Against

A vote AGAINST the following nominees is warranted because:- J. Ramaswamy (Item 6) serves

as an executive member of the audit committee.- Pushp Kumar Joshi (Item 3), Y. K. Gawali

(Item 4), J. Ramaswamy (Item 6), and Urvashi Sadhwani (Item 8) are non-independent director

nominees on a board chaired by an executive director and is not at least one-half independent.

July-Sept 09-08-2016Hindustan Petroleum

Corporation Ltd.AGM Management Approve Remuneration of Statutory Auditors For For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 09-08-2016Hindustan Petroleum

Corporation Ltd.AGM Management Elect J. Ramaswamy as Director For Against

A vote AGAINST the following nominees is warranted because:- J. Ramaswamy (Item 6) serves

as an executive member of the audit committee.- Pushp Kumar Joshi (Item 3), Y. K. Gawali

(Item 4), J. Ramaswamy (Item 6), and Urvashi Sadhwani (Item 8) are non-independent director

nominees on a board chaired by an executive director and is not at least one-half independent.

July-Sept 09-08-2016Hindustan Petroleum

Corporation Ltd.AGM Management Elect Ram Niwas Jain as Independent Director For For

A vote FOR Ram Niwas Jain (Item 7) is warranted given the absence of any known issues

concerning the nominee.

July-Sept 09-08-2016Hindustan Petroleum

Corporation Ltd.AGM Management Elect Urvashi Sadhwani as Director For Against

A vote AGAINST the following nominees is warranted because:- J. Ramaswamy (Item 6) serves

as an executive member of the audit committee.- Pushp Kumar Joshi (Item 3), Y. K. Gawali

(Item 4), J. Ramaswamy (Item 6), and Urvashi Sadhwani (Item 8) are non-independent director

nominees on a board chaired by an executive director and is not at least one-half independent.

July-Sept 09-08-2016Hindustan Petroleum

Corporation Ltd.AGM Management Appoint Mukesh Kumar Surana as Chairman & Managing Director For For

A vote FOR Mukesh Kumar Surana (Item 9), a non-independent director nominee, is warranted

despite the board's being chaired by an executive director and not being at least one-half

independent, as he is the company's managing director & executive chairman and removing

him from the board may have a material negative impact on shareholder value.

Quarter

Meeting

Date (MM-

DD-YYYY)

Company Name

Type of

meetings

(AGM/EGM/

CCM)#

Proposal by

Management or

Shareholder

Proposal's description

Investee

company’s

Management

Recommendatio

n

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

July-Sept 09-08-2016Hindustan Petroleum

Corporation Ltd.AGM Management Approve Remuneration of Cost Auditors For For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

cost auditors and their remuneration.

July-Sept 09-08-2016Hindustan Petroleum

Corporation Ltd.AGM Management Approve Related Party Transactions For For

A vote FOR this resolution is warranted given that the proposed transactions are within the

ordinary course of the company's business, at arm's length basis, and entered into with the

company's joint venture company.

July-Sept 09-08-2016Hindustan Petroleum

Corporation Ltd.AGM Management Amend Articles of Association Re: Increase Number of Directors For For

A vote FOR this resolution is warranted given that the proposal would enable the company to

accommodate additional director appointments in relation to growth plans and regulatory

compliance.

July-Sept 09-08-2016Hindustan Petroleum

Corporation Ltd.AGM Management

Increase Authorized Share Capital and Amend Memorandum &

Articles of AssociationFor For

A vote FOR this resolution is warranted given the capital increase will facilitate the proposed

bonus issue.

July-Sept 09-08-2016Hindustan Petroleum

Corporation Ltd.AGM Management Approve Bonus Issue For For

A vote FOR this resolution is warranted given the bonus issue would increase the liquidity of

the company's shares.

July-Sept 09-08-2016Maruti Suzuki India

LtdAGM Management Accept Financial Statements and Statutory Reports For For

A vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

July-Sept 09-08-2016Maruti Suzuki India

LtdAGM Management Approve Dividend For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 09-08-2016Maruti Suzuki India

LtdAGM Management Reelect R. C. Bhargava as Director For For

A vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 09-08-2016Maruti Suzuki India

LtdAGM Management Reelect Kazuhiko Ayabe as Director For For

A vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 09-08-2016Maruti Suzuki India

LtdAGM Management

Approve Deloitte Haskins & Sells LLP as Auditors and Authorize

Board to Fix Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 09-08-2016Maruti Suzuki India

LtdAGM Management

Approve Reappointment and Remuneration of Kenichi Ayukawa as

Managing Director and CEOFor For

A vote FOR these resolution is warranted given the absence of any known issues concerning

the executives and their remuneration.

July-Sept 09-08-2016Maruti Suzuki India

LtdAGM Management

Approve Reappointment and Remuneration of Toshiaki Hasuike as

Joint Managing DirectorFor For

A vote FOR these resolution is warranted given the absence of any known issues concerning

the executives and their remuneration.

July-Sept 09-08-2016Maruti Suzuki India

LtdAGM Management Approve Remuneration of Cost Auditors For For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

cost auditors and their remuneration.

July-Sept 09-09-2016 PI Industries Ltd AGM Management Accept Financial Statements and Statutory Reports For ForA vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

July-Sept 09-09-2016 PI Industries Ltd AGM Management Confirm Interim Dividends For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 09-09-2016 PI Industries Ltd AGM Management Reelect Rajnish Sarna as Director For AgainstA vote AGAINST the following nominee is warranted because: Rajnish Sarna (Item 3) serves as

an executive member of the audit committee.

July-Sept 09-09-2016 PI Industries Ltd AGM ManagementApprove S.S. Kothari Mehta & Co. as Auditors and Authorize Board

to Fix Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 09-09-2016 PI Industries Ltd AGM Management Elect Ravi Narain as Independent Director For ForA vote FOR Ravi Narain (Item 5) is warranted given the absence of any known issues

concerning the nominee.

July-Sept 09-09-2016 PI Industries Ltd AGM Management Approve Remuneration of Cost Auditors For ForA vote FOR this proposal is warranted given the absence of any known issues concerning the

cost auditors and their remuneration.

July-Sept 09-11-2016Bharat Electronics

Ltd.PB Management Approve Share Repurchase Program For For

A vote FOR this proposal is warranted given the provisions on the volume and duration for the

share buyback are within acceptable limits.

July-Sept 09-13-2016 Whirlpool of India Ltd AGM Management Accept Financial Statements and Statutory Reports For ForA vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

July-Sept 09-13-2016 Whirlpool of India Ltd AGM Management Reelect Arvind Uppal as Director For For

A vote FOR Arvind Uppal is warranted despite him being an executive member on the

remuneration and nomination committee as he is the company's executive chairman and

removing him from the board may have a material negative impact on shareholder value.

July-Sept 09-13-2016 Whirlpool of India Ltd AGM ManagementApprove S. R. Batliboi & Co. LLP as Auditors and Authorize Board to

Fix Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

Quarter

Meeting

Date (MM-

DD-YYYY)

Company Name

Type of

meetings

(AGM/EGM/

CCM)#

Proposal by

Management or

Shareholder

Proposal's description

Investee

company’s

Management

Recommendatio

n

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

July-Sept 09-13-2016 Whirlpool of India Ltd AGM Management Approve Remuneration of Cost Auditors For ForA vote FOR this proposal is warranted given the absence of any known issues concerning the

cost auditors and their remuneration.

July-Sept 09-13-2016 Whirlpool of India Ltd AGM ManagementApprove Revision in the Remuneration of Arvind Uppal, Chairman

& Executive DirectorFor For

A vote FOR these resolutions is warranted given the absence of any known issues surrounding

the proposed remuneration.

July-Sept 09-13-2016 Whirlpool of India Ltd AGM ManagementApprove Revision in the Remuneration of Sunil Alaric D'Souza,

Managing DirectorFor For

A vote FOR these resolutions is warranted given the absence of any known issues surrounding

the proposed remuneration.

July-Sept 09-13-2016 Whirlpool of India Ltd AGM ManagementApprove Revision in the Remuneration of Anil Berera, Executive

Director & CFOFor For

A vote FOR these resolutions is warranted given the absence of any known issues surrounding

the proposed remuneration.

July-Sept 09-13-2016 Whirlpool of India Ltd AGM ManagementApprove Revision in the Remuneration Vikas Singhal, Executive

DirectorFor For

A vote FOR these resolutions is warranted given the absence of any known issues surrounding

the proposed remuneration.

July-Sept 09-14-2016Indian Oil

Corporation LtdAGM Management Accept Financial Statements and Statutory Reports For For

A vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

July-Sept 09-14-2016Indian Oil

Corporation LtdAGM Management Confirm Interim Dividend and Declare Final Dividend For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 09-14-2016Indian Oil

Corporation LtdAGM Management Reelect A.K. Sharma as Director For Against

A vote AGAINST the following nominees is warranted because:- Arun Kumar Sharma (Item 3),

Balwinder Singh Canth (Item 4), and G.K. Satish (Item 8) are non-independent director

nominees on a board that is chaired by an executive director and is not one-half independent.

July-Sept 09-14-2016Indian Oil

Corporation LtdAGM Management Elect B.S. Canth as Director For Against

A vote AGAINST the following nominees is warranted because:- Arun Kumar Sharma (Item 3),

Balwinder Singh Canth (Item 4), and G.K. Satish (Item 8) are non-independent director

nominees on a board that is chaired by an executive director and is not one-half independent.

July-Sept 09-14-2016Indian Oil

Corporation LtdAGM Management Elect Subroto Bagchi as Independent Director For For

A vote FOR all other nominees is warranted given the absence of any known issues concerning

the nominees.

July-Sept 09-14-2016Indian Oil

Corporation LtdAGM Management Elect Sanjay Kapoor as Independent Director For For

A vote FOR all other nominees is warranted given the absence of any known issues concerning

the nominees.

July-Sept 09-14-2016Indian Oil

Corporation LtdAGM Management Elect Parindu K. Bhagat as Independent Director For For

A vote FOR all other nominees is warranted given the absence of any known issues concerning

the nominees.

July-Sept 09-14-2016Indian Oil

Corporation LtdAGM Management Elect G.K. Satish as Director For Against

A vote AGAINST the following nominees is warranted because:- Arun Kumar Sharma (Item 3),

Balwinder Singh Canth (Item 4), and G.K. Satish (Item 8) are non-independent director

nominees on a board that is chaired by an executive director and is not one-half independent.

July-Sept 09-14-2016Indian Oil

Corporation LtdAGM Management Approve Remuneration of Cost Auditors For For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

cost auditors and their remuneration.

July-Sept 09-14-2016Indian Oil

Corporation LtdAGM Management Authorize Issuance of Debentures For For

A vote FOR this resolution is warranted given that the potential increase in debt is within a

reasonable range.

July-Sept 09-14-2016 NBCC (India) Ltd AGM Management Accept Financial Statements and Statutory Reports For ForA vote FOR this resolution is warranted given the unqualified audit opinion on the company's

financial statements.

July-Sept 09-14-2016 NBCC (India) Ltd AGM Management Approve Dividend Payment For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 09-14-2016 NBCC (India) Ltd AGM Management Reelect S. K. Pal as Director For Against

A vote AGAINST the following nominee is warranted because:- S. K. Pal (Item 3) is an executive

director and the board does not have a formal nomination and remuneration committees and

the board is not majority independent.

July-Sept 09-14-2016 NBCC (India) Ltd AGM Management Authorize Board to Fix Remuneration of Auditors For ForA vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 09-14-2016 NBCC (India) Ltd AGM Management Elect Ashok Khurana as Independent Director For ForA vote FOR all other nominees is warranted given the absence of any known issues concerning

the nominees.

July-Sept 09-14-2016 NBCC (India) Ltd AGM Management Elect Tajuddin Moulali Mhaisale as Independent Director For ForA vote FOR all other nominees is warranted given the absence of any known issues concerning

the nominees.

July-Sept 09-14-2016 NBCC (India) Ltd AGM Management Elect C. Subba Reddy as Independent Director For ForA vote FOR all other nominees is warranted given the absence of any known issues concerning

the nominees.

July-Sept 09-14-2016 NBCC (India) Ltd AGM Management Elect Chamarthi Rajendra Raju as Independent Director For ForA vote FOR all other nominees is warranted given the absence of any known issues concerning

the nominees.

Quarter

Meeting

Date (MM-

DD-YYYY)

Company Name

Type of

meetings

(AGM/EGM/

CCM)#

Proposal by

Management or

Shareholder

Proposal's description

Investee

company’s

Management

Recommendatio

n

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

July-Sept 09-14-2016 NBCC (India) Ltd AGM Management Elect Rajendrasinh Ghanshyamsinh Rana as Independent Director For ForA vote FOR all other nominees is warranted given the absence of any known issues concerning

the nominees.

July-Sept 09-14-2016 NBCC (India) Ltd AGM Management Elect Sairam Mocherla as Independent Director For ForA vote FOR all other nominees is warranted given the absence of any known issues concerning

the nominees.

July-Sept 09-14-2016 NBCC (India) Ltd AGM Management Amend Memorandum of Association to Reflect Increase in Capital For For A vote FOR this resolution is warranted given the capital increase is within a reasonable range.

July-Sept 09-16-2016

Power Grid

Corporation of India

Ltd

AGM Management Accept Financial Statements and Statutory Reports For ForA vote FOR this resolution is warranted given the unqualified audit opinion on the company's

financial statements.

July-Sept 09-16-2016

Power Grid

Corporation of India

Ltd

AGM Management Note the Interim Dividend and Declare Final Dividend For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 09-16-2016

Power Grid

Corporation of India

Ltd

AGM Management Reelect Pradeep Kumar as Director For Against

A vote AGAINST the following nominees is warranted because: Pradeep Kumar (Item 3) and

Jyoti Arora (Item 4) attended less than 75 percent of board and committee meetings over the

most recent fiscal year, without a satisfactory explanation. Pradeep Kumar (Item 3) and Jyoti

Arora (Item 4) are non-independent director nominees on a board chaired by an executive

director and is not one-half independent.

July-Sept 09-16-2016

Power Grid

Corporation of India

Ltd

AGM Management Reelect Jyoti Arora as Director For Against

A vote AGAINST the following nominees is warranted because: Pradeep Kumar (Item 3) and

Jyoti Arora (Item 4) attended less than 75 percent of board and committee meetings over the

most recent fiscal year, without a satisfactory explanation. Pradeep Kumar (Item 3) and Jyoti

Arora (Item 4) are non-independent director nominees on a board chaired by an executive

director and is not one-half independent.

July-Sept 09-16-2016

Power Grid

Corporation of India

Ltd

AGM Management Authorize Board to Fix Remuneration of Statutory Auditors For ForA vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 09-16-2016

Power Grid

Corporation of India

Ltd

AGM Management Elect Jagdish Ishwarbhai Patel as Independent Director For ForA vote FOR Jagdish ishwarbhai Patel is warranted given the absence of any known issues

concerning the nominee.

July-Sept 09-16-2016

Power Grid

Corporation of India

Ltd

AGM Management Approve Remuneration of Cost Auditors For ForA vote FOR this proposal is warranted given the absence of any known issues concerning the

cost auditors and their remuneration.

July-Sept 09-16-2016

Power Grid

Corporation of India

Ltd

AGM Management Authorize Issuance of Bonds Under Private Placement For ForA vote FOR this resolution is warranted given that the potential increase in debt is within a

reasonable range.

July-Sept 09-17-2016Sun Pharmaceutical

Industries Ltd.AGM Management Accept Financial Statements and Statutory Reports For For

A vote FOR this resolution is warranted given the unqualified audit opinion on the company's

financial statements.

July-Sept 09-17-2016Sun Pharmaceutical

Industries Ltd.AGM Management Approve Dividends For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 09-17-2016Sun Pharmaceutical

Industries Ltd.AGM Management Reelect Dilip S. Shanghvi as Director For For

A vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 09-17-2016Sun Pharmaceutical

Industries Ltd.AGM Management

Approve Deloitte Haskins & Sells LLP as Auditors and Authorize

Board to Fix Their RemunerationFor Against

A vote AGAINST this proposal is warranted given that the non-audit fees exceeded the total

audit fees paid to the company's auditor in the latest fiscal year without satisfactory

explanation.

July-Sept 09-17-2016Sun Pharmaceutical

Industries Ltd.AGM Management Approve Remuneration of Cost Auditors For For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

cost auditors and their remuneration.

Quarter

Meeting

Date (MM-

DD-YYYY)

Company Name

Type of

meetings

(AGM/EGM/

CCM)#

Proposal by

Management or

Shareholder

Proposal's description

Investee

company’s

Management

Recommendatio

n

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

July-Sept 09-17-2016Sun Pharmaceutical

Industries Ltd.AGM Management Reelect S. Mohanchand Dadha as Independent Director For For

A vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 09-17-2016Sun Pharmaceutical

Industries Ltd.AGM Management Reelect Keki Mistry as Independent Director For For

A vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 09-17-2016Sun Pharmaceutical

Industries Ltd.AGM Management Reelect Ashwin Danias Independent Director For For

A vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 09-17-2016Sun Pharmaceutical

Industries Ltd.AGM Management Reelect Hasmukh Shah as Independent Director For For

A vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 09-17-2016Sun Pharmaceutical

Industries Ltd.AGM Management Reelect Rekha Sethi as Independent Director For For

A vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 09-17-2016Sun Pharmaceutical

Industries Ltd.AGM Management

Approve Revision in the Remuneration of Dilip S. Shanghvi,

Managing DirectorFor For

A vote FOR these resolutions is warranted given the company provided sufficient justification

for the increase in remuneration, as follow:- While reporting a standalone net loss that is due

to an unexceptional event and is of one time in nature, the company reported a consolidated

net profit for the year of INR 47.2 billion, up 3.96 percent from the previous year.- According

to the company, the remuneration paid/proposed to be paid to the executives is lower that the

remuneration paid by its peers.

July-Sept 09-17-2016Sun Pharmaceutical

Industries Ltd.AGM Management

Approve Revision in the Remuneration of Sudhir Valia, Executive

DirectorFor For

A vote FOR these resolutions is warranted given the company provided sufficient justification

for the increase in remuneration, as follow:- While reporting a standalone net loss that is due

to an unexceptional event and is of one time in nature, the company reported a consolidated

net profit for the year of INR 47.2 billion, up 3.96 percent from the previous year.- According

to the company, the remuneration paid/proposed to be paid to the executives is lower that the

remuneration paid by its peers.

July-Sept 09-17-2016Sun Pharmaceutical

Industries Ltd.AGM Management

Approve Revision in the Remuneration of Sailesh T. Desai,

Executive DirectorFor For

A vote FOR these resolutions is warranted given the company provided sufficient justification

for the increase in remuneration, as follow:- While reporting a standalone net loss that is due

to an unexceptional event and is of one time in nature, the company reported a consolidated

net profit for the year of INR 47.2 billion, up 3.96 percent from the previous year.- According

to the company, the remuneration paid/proposed to be paid to the executives is lower that the

remuneration paid by its peers.

July-Sept 09-17-2016Sun Pharmaceutical

Industries Ltd.AGM Management Adopt New Articles of Association For For

A vote FOR this resolution is warranted given the proposal would render the company's articles

updated and ensure compliance to the prevailing laws.

July-Sept 09-17-2016Sun Pharmaceutical

Industries Ltd.AGM Management Approve Reclassification of Certain Promoter Group/Entities For For

A vote FOR this resolution is warranted given the sufficient reasons provided to justify the

reclassification of certain shareholders as public shareholders of the company.

July-Sept 09-19-2016Multi Commodity

Exchange of India LtdAGM Management Accept Financial Statements and Statutory Reports For For

A vote FOR this resolution is warranted given the unqualified audit opinion on the company's

financial statements.

July-Sept 09-19-2016Multi Commodity

Exchange of India LtdAGM Management Approve Dividend For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 09-19-2016Multi Commodity

Exchange of India LtdAGM Management

Approve Shah Gupta & Co. as Auditors and Authorize Board to Fix

Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

Quarter

Meeting

Date (MM-

DD-YYYY)

Company Name

Type of

meetings

(AGM/EGM/

CCM)#

Proposal by

Management or

Shareholder

Proposal's description

Investee

company’s

Management

Recommendatio

n

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

July-Sept 09-19-2016Multi Commodity

Exchange of India LtdAGM Management Reelect Ajai Kumar as Director For For

A vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 09-19-2016Multi Commodity

Exchange of India LtdAGM Management Elect Chengalath Jayaram as Director For For

A vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 09-19-2016Multi Commodity

Exchange of India LtdAGM Management Elect Mrugank Madhukar Paranjape as Director For For

A vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 09-19-2016Multi Commodity

Exchange of India LtdAGM Management

Approve Appointment and Remuneration of Mrugank Madhukar

Paranjape as Managing Director and CEOFor For

A vote FOR this resolution is warranted given the absence of any known issues concerning the

nominee and his remuneration.

July-Sept 09-19-2016Multi Commodity

Exchange of India LtdAGM Management Approve Increase in Limit on Foreign Shareholdings For For

A vote FOR this resolution is warranted given the proposal would facilitate increased

participation by foreign groups in the company.

July-Sept 09-19-2016Multi Commodity

Exchange of India LtdAGM Management Approve Related Party Transactions For For

A vote FOR this resolution is warranted given that the proposed transactions are within the

ordinary course of the company's business and on arm's length basis.

July-Sept 09-19-2016Multi Commodity

Exchange of India LtdAGM Management Approve Charging of Fee for Delivery of Documents For For A vote FOR this resolution is warranted given the proposal is of administrative in nature.

July-Sept 09-21-2016Bharat Petroleum

Corporation Ltd.AGM Management Accept Financial Statements and Statutory Reports For For

A vote FOR this resolution is warranted given the unqualified audit opinion on the company's

financial statements.

July-Sept 09-21-2016Bharat Petroleum

Corporation Ltd.AGM Management Confirm Interim Dividends and Approve Final Dividend For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 09-21-2016Bharat Petroleum

Corporation Ltd.AGM Management Reelect Shrikant Prakash Gathoo as Director For Against

A vote AGAINST the following nominees is warranted because: Shrikant Prakash Gathoo (Item

3), Anant Kumar Singh (Item 10), Ramesh Srinivasan (Item 11), and Ramamoorthy

Ramachandran (Item 12) are non-independent director nominees on a board that is chaired by

an executive director and is not at least one-half independent.

July-Sept 09-21-2016Bharat Petroleum

Corporation Ltd.AGM Management Authorize Board to Fix Remuneration of Auditors For For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 09-21-2016Bharat Petroleum

Corporation Ltd.AGM Management

Authorize Issuance of Non-Convertible Bonds/Debentures and/or

Other Debt SecuritiesFor For

A vote FOR this resolution is warranted given that the potential increase in debt is within a

reasonable range.

July-Sept 09-21-2016Bharat Petroleum

Corporation Ltd.AGM Management Approve Material Related Party Transactions For For

A vote FOR this resolution is warranted given that the proposed transactions are within the

ordinary course of the company's business and at arm's length basis.

July-Sept 09-21-2016Bharat Petroleum

Corporation Ltd.AGM Management Elect Rajesh Kumar Mangal as Independent Director For For

A vote FOR all other nominees is warranted given the absence of any known issues concerning

the nominees.

July-Sept 09-21-2016Bharat Petroleum

Corporation Ltd.AGM Management Elect Deepak Bhojwani as Independent Director For For

A vote FOR all other nominees is warranted given the absence of any known issues concerning

the nominees.

July-Sept 09-21-2016Bharat Petroleum

Corporation Ltd.AGM Management Elect DeGopal Chandra Nanda as Independent Director For For

A vote FOR all other nominees is warranted given the absence of any known issues concerning

the nominees.

July-Sept 09-21-2016Bharat Petroleum

Corporation Ltd.AGM Management Elect Anant Kumar Singh as Director For Against

A vote AGAINST the following nominees is warranted because: Shrikant Prakash Gathoo (Item

3), Anant Kumar Singh (Item 10), Ramesh Srinivasan (Item 11), and Ramamoorthy

Ramachandran (Item 12) are non-independent director nominees on a board that is chaired by

an executive director and is not at least one-half independent.

July-Sept 09-21-2016Bharat Petroleum

Corporation Ltd.AGM Management Elect Ramesh Srinivasan as Director For Against

A vote AGAINST the following nominees is warranted because: Shrikant Prakash Gathoo (Item

3), Anant Kumar Singh (Item 10), Ramesh Srinivasan (Item 11), and Ramamoorthy

Ramachandran (Item 12) are non-independent director nominees on a board that is chaired by

an executive director and is not at least one-half independent.

Quarter

Meeting

Date (MM-

DD-YYYY)

Company Name

Type of

meetings

(AGM/EGM/

CCM)#

Proposal by

Management or

Shareholder

Proposal's description

Investee

company’s

Management

Recommendatio

n

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

July-Sept 09-21-2016Bharat Petroleum

Corporation Ltd.AGM Management Elect Ramamoorthy Ramachandran as Director For Against

A vote AGAINST the following nominees is warranted because: Shrikant Prakash Gathoo (Item

3), Anant Kumar Singh (Item 10), Ramesh Srinivasan (Item 11), and Ramamoorthy

Ramachandran (Item 12) are non-independent director nominees on a board that is chaired by

an executive director and is not at least one-half independent.

July-Sept 09-21-2016Bharat Petroleum

Corporation Ltd.AGM Management Approve Remuneration of Cost Auditors For For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

cost auditors and their remuneration.

July-Sept 09-21-2016 Coal India Ltd. AGM Management Accept Financial Statements and Statutory Reports For ForA vote FOR this resolution is warranted given the unqualified audit opinion on the company's

financial statements.

July-Sept 09-21-2016 Coal India Ltd. AGM Management Approve Interim Dividend as Final Dividend For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 09-21-2016 Coal India Ltd. AGM Management Reelect C K Dey as Director For Against

A vote AGAINST the following nominees is warranted because:- Chandan Kumar Dey (Item 3),

Shyam Nandan Prasad (Item 9), Vivek Bharadwaj (Item 11) and Rajesh Kumar Sinha (Item 12)

are non-independent director nominees on a board chaired by an executive director and is not

at least one-half independent.

July-Sept 09-21-2016 Coal India Ltd. AGM Management Elect Loretta Mary Vas as Independent Director For ForA vote FOR all other nominees is warranted given the absence of any known issues concerning

the nominees.

July-Sept 09-21-2016 Coal India Ltd. AGM Management Elect Satish Balram Agnihotri as Independent Director For ForA vote FOR all other nominees is warranted given the absence of any known issues concerning

the nominees.

July-Sept 09-21-2016 Coal India Ltd. AGM Management Elect D. C. Panigrahi as Independent Director For ForA vote FOR all other nominees is warranted given the absence of any known issues concerning

the nominees.

July-Sept 09-21-2016 Coal India Ltd. AGM Management Elect Khanindra Pathak as Independent Director For ForA vote FOR all other nominees is warranted given the absence of any known issues concerning

the nominees.

July-Sept 09-21-2016 Coal India Ltd. AGM Management Elect Vinod Jain as Independent Director For ForA vote FOR all other nominees is warranted given the absence of any known issues concerning

the nominees.

July-Sept 09-21-2016 Coal India Ltd. AGM ManagementElect Shyam Nandan Prasad as Director and Approve His

Appointment as Executive DirectorFor Against

A vote AGAINST the following nominees is warranted because:- Chandan Kumar Dey (Item 3),

Shyam Nandan Prasad (Item 9), Vivek Bharadwaj (Item 11) and Rajesh Kumar Sinha (Item 12)

are non-independent director nominees on a board chaired by an executive director and is not

at least one-half independent.

July-Sept 09-21-2016 Coal India Ltd. AGM Management Approve Charging of Fee for Delivery of Documents For For A vote FOR this resolution is warranted given the proposal is of administrative in nature.

July-Sept 09-21-2016 Coal India Ltd. AGM Management Elect Vivek Bharadwaj as Director For Against

A vote AGAINST the following nominees is warranted because:- Chandan Kumar Dey (Item 3),

Shyam Nandan Prasad (Item 9), Vivek Bharadwaj (Item 11) and Rajesh Kumar Sinha (Item 12)

are non-independent director nominees on a board chaired by an executive director and is not

at least one-half independent.

July-Sept 09-21-2016 Coal India Ltd. AGM Management Elect Rajesh Kumar Sinha as Director For Against

A vote AGAINST the following nominees is warranted because:- Chandan Kumar Dey (Item 3),

Shyam Nandan Prasad (Item 9), Vivek Bharadwaj (Item 11) and Rajesh Kumar Sinha (Item 12)

are non-independent director nominees on a board chaired by an executive director and is not

at least one-half independent.

July-Sept 09-22-2016Solar Industries India

Ltd.AGM Management Accept Financial Statements and Statutory Reports For For

A vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

July-Sept 09-22-2016Solar Industries India

Ltd.AGM Management Confirm Interim Dividends For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 09-22-2016Solar Industries India

Ltd.AGM Management Reelect Roomie Dara Vakil as Director For For

A vote FOR Roomie Dara Vakil is warranted given the absence of any known issues concerning

the nominee and the company's board and committee dynamics.

July-Sept 09-22-2016Solar Industries India

Ltd.AGM Management

Approve Gandhi Rathi & Co. as Auditors and Authorize Board to Fix

Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 09-22-2016Solar Industries India

Ltd.AGM Management Approve Remuneration of Cost Auditors For For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

cost auditors and their remuneration.

July-Sept 09-23-2016Action Construction

Equipment LtdAGM Management Accept Financial Statements and Statutory Reports For For

A vote FOR these resolutions is warranted despite the auditors' qualified opinion given that the

nature of the qualified audit opinion does not present any irregularities with the company's

financial statements or problems with its financial reporting practices.

Quarter

Meeting

Date (MM-

DD-YYYY)

Company Name

Type of

meetings

(AGM/EGM/

CCM)#

Proposal by

Management or

Shareholder

Proposal's description

Investee

company’s

Management

Recommendatio

n

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

July-Sept 09-23-2016Action Construction

Equipment LtdAGM Management Accept Consolidated Financial Statements For For

A vote FOR these resolutions is warranted despite the auditors' qualified opinion given that the

nature of the qualified audit opinion does not present any irregularities with the company's

financial statements or problems with its financial reporting practices.

July-Sept 09-23-2016Action Construction

Equipment LtdAGM Management Reelect Surbhi Garg as Director For For

A vote FOR Surbhi Garg is warranted given the absence of any known issues concerning the

nominee and the company's board and committee dynamics.

July-Sept 09-23-2016Action Construction

Equipment LtdAGM Management Approve Dividends on Preference Shares For For A vote FOR these resolutions is warranted because this are routine dividend proposals.

July-Sept 09-23-2016Action Construction

Equipment LtdAGM Management Confirm Interim Dividend Payment For For A vote FOR these resolutions is warranted because this are routine dividend proposals.

July-Sept 09-23-2016Action Construction

Equipment LtdAGM Management

Approve Rajan Chhabra & Co. as Auditors and Authorize Board to

Fix Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 09-23-2016Action Construction

Equipment LtdAGM Management Approve Remuneration of Cost Auditors For For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

cost auditors and their remuneration.

July-Sept 09-23-2016Action Construction

Equipment LtdAGM Management

Approve Reappointment and Remuneration of Surbhi Garg,

Executive DirectorFor For

A vote FOR this resolution is warranted given the absence of any known issues concerning the

nominee and her remuneration.

July-Sept 09-23-2016 Hero MotoCorp Ltd. AGM Management Accept Financial Statements and Statutory Reports For ForA vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

July-Sept 09-23-2016 Hero MotoCorp Ltd. AGM Management Confirm Interim Dividend and Declare Final Dividend For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 09-23-2016 Hero MotoCorp Ltd. AGM Management Reelect Suman Kant Munjal as Director For ForA vote FOR Suman Kant Munjal (Item 3) is warranted given the absence of any known issues

concerning the nominee and the company's board and committee dynamics.

July-Sept 09-23-2016 Hero MotoCorp Ltd. AGM ManagementApprove Deloitte Haskins & Sells as Auditors and Authorize Board

to Fix Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 09-23-2016 Hero MotoCorp Ltd. AGM Management Elect Paul Bradford as Independent Director For Against

A vote AGAINST the following nominee is warranted because: Paul Bradford Edgerley (Item 5)

attended less than 75 percent of board and committee meetings over the most recent fiscal

year, without a satisfactory explanation.

July-Sept 09-23-2016 Hero MotoCorp Ltd. AGM ManagementApprove Reappointment and Remuneration of Pawan Munjal as

Chairman, Managing Director & CEOFor For

A vote FOR these resolutions is warranted given the absence of any known issues concerning

the executives and their remuneration.

July-Sept 09-23-2016 Hero MotoCorp Ltd. AGM ManagementApprove Appointment and Remuneration of Vikram Sitaram

Kasbekar as Head of Operations & Supply ChainFor For

A vote FOR these resolutions is warranted given the absence of any known issues concerning

the executives and their remuneration.

July-Sept 09-23-2016 Hero MotoCorp Ltd. AGM Management Approve Remuneration of Cost Auditors For ForA vote FOR this proposal is warranted given the absence of any known issues concerning the

cost auditors and their remuneration.

July-Sept 09-24-2016Max Financial

Services LimitedPB Management

Approve Payment by HDFC Standard Life Insurance to Members of

the Promoter Group of the Company under the Non-Compete and

Non-Solicit Arrangement in Relation to the Proposed Scheme of

Amalgamation and Arrangement

For Against

A vote AGAINST this resolution is warranted given the lack of sufficient information to assess

the merits and fairness of the proposed non-compete fee payable to the promoters of MFSL,

such as:- The potential economic losses, should the promoters of MFSL compete with the

merged HDFC Life, have not been quantified; and- It is unclear whether the value of the

goodwill of the life insurance business, being one of the major considerations for the non-

compete fee, have been appraised by an independent valuer.

July-Sept 09-24-2016Suprajit Engineering

LtdAGM Management Accept Financial Statements and Statutory Reports For For

A vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

July-Sept 09-24-2016Suprajit Engineering

LtdAGM Management Reelect C Mohan as Director For For

A vote FOR C Mohan is warranted given the absence of any known issues concerning the

nominee and the company's board and committee dynamics.

July-Sept 09-24-2016Suprajit Engineering

LtdAGM Management Confirm Interim Dividend and Declare Final Dividend For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

Quarter

Meeting

Date (MM-

DD-YYYY)

Company Name

Type of

meetings

(AGM/EGM/

CCM)#

Proposal by

Management or

Shareholder

Proposal's description

Investee

company’s

Management

Recommendatio

n

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

July-Sept 09-24-2016Suprajit Engineering

LtdAGM Management

Approve Varma & Varma as Auditors and Authorize Board to Fix

Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 09-24-2016Suprajit Engineering

LtdAGM Management Approve Remuneration of Cost Auditors For For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

cost auditors and their remuneration.

July-Sept 09-26-2016 Greaves Cotton Ltd AGM Management Accept Financial Statements and Statutory Reports For ForA vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

July-Sept 09-26-2016 Greaves Cotton Ltd AGM Management Approve Dividend For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 09-26-2016 Greaves Cotton Ltd AGM Management Reelect Karan Thapar as Director For ForA vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 09-26-2016 Greaves Cotton Ltd AGM ManagementApprove Deloitte Haskins and Sells LLP as Auditors and Authorize

Board to Fix Their RemunerationFor For

A vote FOR these proposals is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 09-26-2016 Greaves Cotton Ltd AGM ManagementApprove Branch Auditors and Authorize Board to Fix Their

RemunerationFor For

A vote FOR these proposals is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 09-26-2016 Greaves Cotton Ltd AGM Management Elect Kewal Handa as Independent Director For ForA vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 09-26-2016 Greaves Cotton Ltd AGM Management Elect Vijay Rai as Independent Director For ForA vote FOR all nominees is warranted given the absence of any known issues concerning the

nominees and the company's board and committee dynamics.

July-Sept 09-26-2016 Greaves Cotton Ltd AGM Management Change in place of keeping Registers and Returns For For A vote FOR this resolution is warranted given the proposal is of administrative in nature.

July-Sept 09-26-2016 Greaves Cotton Ltd AGM Management Approve Remuneration of Cost Auditors For ForA vote FOR this proposal is warranted given the absence of any known issues concerning the

cost auditors and their remuneration.

July-Sept 09-27-2016Dalmia Bharat

LimitedAGM Management Accept Financial Statements and Statutory Reports For For

A vote FOR this resolution is warranted given the unqualified audit opinion on the company's

financial statements.

July-Sept 09-27-2016Dalmia Bharat

LimitedAGM Management Confirm Interim Dividend as Final Dividend For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 09-27-2016Dalmia Bharat

LimitedAGM Management Elect Gautam Dalmia as Director For Against

A vote AGAINST Gautam Dalmia is warranted given the nominee attended less than 75 percent

of board and committee meetings over the most recent fiscal year, without a satisfactory

explanation.

July-Sept 09-27-2016Dalmia Bharat

LimitedAGM Management

Approve S.S. Kothari Mehta& Co. as Auditors and Authorize Board

to Fix Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 09-27-2016Dalmia Bharat

LimitedAGM Management

Approve Commission Remuneration to Jai H. Dalmia, Managing

DirectorFor For

A vote FOR these resolutions is warranted given the absence of any known issues surrounding

the proposed remuneration.

July-Sept 09-27-2016Dalmia Bharat

LimitedAGM Management

Approve Commission Remuneration to Y.H. Dalmia, Managing

DirectorFor For

A vote FOR these resolutions is warranted given the absence of any known issues surrounding

the proposed remuneration.

July-Sept 09-27-2016Dalmia Bharat

LimitedAGM Management

Approve Appointment and Remuneration of Jai H. Dalmia as

Managing DirectorFor For

A vote FOR these resolutions is warranted given the absence of any known issues concerning

the nominees and remuneration.

July-Sept 09-27-2016Dalmia Bharat

LimitedAGM Management

Approve Appointment and Remuneration of Y.H. Dalmia as

Managing DirectorFor For

A vote FOR these resolutions is warranted given the absence of any known issues concerning

the nominees and remuneration.

July-Sept 09-27-2016Dalmia Bharat

LimitedAGM Management Approve Increase in Borrowing Powers For For

A vote FOR this resolution is warranted given that the potential debt limit is within a

reasonable range.

July-Sept 09-27-2016Max Financial

Services LimitedAGM Management Accept Financial Statements and Statutory Reports For For

A vote FOR these resolutions is warranted given the absence of any known issues surrounding

the company's financial statements.

July-Sept 09-27-2016Max Financial

Services LimitedAGM Management Accept Consolidated Financial Statements and Statutory Reports For For

A vote FOR these resolutions is warranted given the absence of any known issues surrounding

the company's financial statements.

July-Sept 09-27-2016Max Financial

Services LimitedAGM Management Confirm Interim Dividend and Declare Final Dividend For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 09-27-2016Max Financial

Services LimitedAGM Management Reelect Ashwani Windlass as Director For For

A vote FOR all other nominees is warranted given the absence of any known issues concerning

the nominees and the company's board and committee dynamics.

July-Sept 09-27-2016Max Financial

Services LimitedAGM Management Reelect Sanjeev Kishen Mehra as Director For Against

A vote AGAINST the following nominee is warranted because:- Sanjeev Kishen Mehra (Item 5)

attended less than 75 percent of board and committee meetings over the most recent fiscal

year, without a satisfactory explanation.

July-Sept 09-27-2016Max Financial

Services LimitedAGM Management

Approve Deloitte Haskins and Sells LLP as Auditors and Authorize

Board to Fix Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

Quarter

Meeting

Date (MM-

DD-YYYY)

Company Name

Type of

meetings

(AGM/EGM/

CCM)#

Proposal by

Management or

Shareholder

Proposal's description

Investee

company’s

Management

Recommendatio

n

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

July-Sept 09-27-2016Max Financial

Services LimitedAGM Management Elect Naina Lal Kidwai as Independent Director For For

A vote FOR all other nominees is warranted given the absence of any known issues concerning

the nominees and the company's board and committee dynamics.

July-Sept 09-27-2016Max Financial

Services LimitedAGM Management Elect Sanjay Omprakash Nayar as Director For For

A vote FOR all other nominees is warranted given the absence of any known issues concerning

the nominees and the company's board and committee dynamics.

July-Sept 09-27-2016Max Financial

Services LimitedAGM Management

Approve Appointment and Remuneration of Mohit Talwar as

Managing DirectorFor For In the absence of any known issue, a vote FOR is warranted.

July-Sept 09-27-2016Max Financial

Services LimitedAGM Management

Approve Trademark Sub-License Agreement and Other Ancillary

Agreements with Max Life Insurance Co. Ltd., a Subsidiary of the

Company

For For

A vote FOR this resolution is warranted in given transaction would facilitate subsidiary

company Max Life Insurance Company Ltd.'s use of the Max Trademark, which is essential to

its business.

July-Sept 09-28-2016Sadbhav Engineering

Ltd.AGM Management Accept Financial Statements and Statutory Reports For For

A vote FOR these resolutions is warranted given the absence of any known issues surrounding

the company's financial statements.

July-Sept 09-28-2016Sadbhav Engineering

Ltd.AGM Management Approve Dividends For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 09-28-2016Sadbhav Engineering

Ltd.AGM Management Reelect Vasistha C. Patel as Director For Against

A vote AGAINST the following nominee(s) is warranted because:- Vasistha C. Patel (Item 3)

attended less than 75 percent of board and committee meetings over the most recent fiscal

year, without a satisfactory explanation.

July-Sept 09-28-2016Sadbhav Engineering

Ltd.AGM Management Reelect Vikramkumar R. Patel as Director For For

A vote FOR all other nominees is warranted given the absence of any known issues concerning

the nominees.

July-Sept 09-28-2016Sadbhav Engineering

Ltd.AGM Management

Approve Surana Maloo & Co. as Auditors and Authorize Board to

Fix Their RemunerationFor Against

A vote AGAINST this proposal is warranted given that the non-audit fees exceeded the total

audit fees paid to the company's auditor in the latest fiscal year without satisfactory

explanation.

July-Sept 09-28-2016Sadbhav Engineering

Ltd.AGM Management Elect Vipul H. Patel as Director For For

A vote FOR all other nominees is warranted given the absence of any known issues concerning

the nominees.

July-Sept 09-28-2016Sadbhav Engineering

Ltd.AGM Management

Approve Appointment and Remuneration of Vipul H. Patel as

Executive DirectorFor For

A vote FOR this resolution is warranted given the absence of any known issues concerning the

nominee and his remuneration.

July-Sept 09-28-2016Sadbhav Engineering

Ltd.AGM Management Approve Remuneration of Cost Auditors For For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

cost auditors and their remuneration.

July-Sept 09-28-2016Sadbhav Engineering

Ltd.AGM Management Approve Conversion of Loan to Equity Shares For Against

A vote AGAINST this resolution is warranted given that the potential dilutive impact of this

request could not be determined due to lack of information.

July-Sept 09-30-2016Ahluwalia Contracts

(India) LtdAGM Management

Accept Financial Statements and Statutory Reports (Standalone

and consolidated)For For

A vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

July-Sept 09-30-2016Ahluwalia Contracts

(India) LtdAGM Management Reelect Vinay Pal as Director For Against

A vote AGAINST the following nominee is warranted because:- Vinay Pal serves as an executive

member of the audit committee.

July-Sept 09-30-2016Ahluwalia Contracts

(India) LtdAGM Management

Approve Arun K. Gupta & Associates as Auditors and Authorize

Board to Fix Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 09-30-2016Ahluwalia Contracts

(India) LtdAGM Management Approve Remuneration of Cost Auditors For For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

cost auditors and their remuneration.

July-Sept 09-30-2016Jain Irrigation

Systems LtdAGM Management Accept Financial Statements and Statutory Reports For For

A vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

July-Sept 09-30-2016Jain Irrigation

Systems LtdAGM Management Approve Dividends Ordinary and DVR Equity Shares For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 09-30-2016Jain Irrigation

Systems LtdAGM Management Reelect Atul B. Jain as Director For For

A vote FOR Atul B. Jain is warranted given the absence of any known issues concerning the

nominee and the company's board and committee dynamics.

July-Sept 09-30-2016Jain Irrigation

Systems LtdAGM Management

Approve Haribhakti & Co. as Auditors and Authorize Board to Fix

Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 09-30-2016Jain Irrigation

Systems LtdAGM Management Approve Remuneration of Cost Auditors For For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

cost auditors and their remuneration.

July-Sept 09-30-2016Jain Irrigation

Systems LtdAGM Management Amend Articles of Association For For

A vote FOR this resolution is warranted given the proposals would render the company's

articles updated and ensure compliance to the prevailing laws.

Quarter

Meeting

Date (MM-

DD-YYYY)

Company Name

Type of

meetings

(AGM/EGM/

CCM)#

Proposal by

Management or

Shareholder

Proposal's description

Investee

company’s

Management

Recommendatio

n

Vote (For/

Against/

Abstain)

Reason supporting the vote decision

July-Sept 09-30-2016Jain Irrigation

Systems LtdAGM Management

Ratify Disclosure in Respect of the 36.2 Million Compulsorily

Convertible Debentures Issued to Mandala Rose Co-Investment

Limited, Mauritius

For ForA vote FOR this resolution is warranted given the proposal is technical in nature to comply with

relevant regulations.

July-Sept 09-30-2016KNR Constructions

LimitedAGM Management Accept Financial Statements and Statutory Reports For For

A vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

July-Sept 09-30-2016KNR Constructions

LimitedAGM Management Confirm Interim Dividend as Final Dividend For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 09-30-2016KNR Constructions

LimitedAGM Management Reelect K Yashoda as Director For Against

A vote AGAINST this resolution is warranted given the lack of information to assess the board's

independence and whether the nominee is fit to become a director of the company.

July-Sept 09-30-2016KNR Constructions

LimitedAGM Management

Approve Sukumar Babu & Co. as Auditors and Authorize Board to

Fix Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

July-Sept 09-30-2016KNR Constructions

LimitedAGM Management Approve Remuneration of Cost Auditors For For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

cost auditors and their remuneration.

July-Sept 09-30-2016 Vakrangee Limited AGM Management Accept Financial Statements and Statutory Reports For ForA vote FOR this resolution is warranted given the absence of any known issues surrounding the

company's financial statements.

July-Sept 09-30-2016 Vakrangee Limited AGM Management Approve Dividend For For A vote FOR this resolution is warranted because this is a routine dividend proposal.

July-Sept 09-30-2016 Vakrangee Limited AGM Management Reelect Nishikant Hayatnagarkar as Director For ForA vote FOR Nishikant Hayatnagarkar is warranted given the absence of any known issues

concerning the nominee and the company's board and committee dynamic.

July-Sept 09-30-2016 Vakrangee Limited AGM ManagementApprove XS K Patodia & Associates as Auditors and Authorize

Board to Fix Their RemunerationFor For

A vote FOR this proposal is warranted given the absence of any known issues concerning the

auditors, their remuneration, and the way the audit was conducted.

Oct-Dec 10-03-2016Indian Oil

Corporation LtdPB Management Authorize Capitalization of Reserves for Bonus Issue For For

A vote FOR this resolution is warranted given the bonus issue would increase the liquidity of

the company's shares.

Oct-Dec 10-20-2016Ultratech Cement

Ltd.CCM Management Approve Scheme of Arrangement For For

A vote FOR this resolution is warranted in light of the following:- The transaction would enable

the company to increase its capacity to 91.1 MTPA, enter growing domestic markets, and

achieve synergies in manufacturing, distribution, and logistics.- The value of the consideration

is deemed fair based on the value of the cement business as appraised by the independent

valuer.

Oct-Dec 11-29-2016Jyothy Laboratories

Ltd.PB Management Authorize Issuance of Non-Convertible Debentures For For

A vote FOR this resolution is warranted given that the potential increase in debt is within a

reasonable range.

Oct-Dec 11-29-2016Jyothy Laboratories

Ltd.PB Management

Approve Reappointment and Remuneration of K. Ullas Kamath as

Managing Director and CFOFor For

A vote FOR these resolutions is warranted given the absence of any known issues concerning

the nominees and their remuneration.

Oct-Dec 11-29-2016Jyothy Laboratories

Ltd.PB Management

Approve Reappointment and Remuneration of M. R. Jyothy as

Executive Director and Chief Marketing officerFor For

A vote FOR these resolutions is warranted given the absence of any known issues concerning

the nominees and their remuneration.

Summary of

Votes cast Break-up of Vote decision

For Against Abstain

2016-17 844 772 61 11

# AGM - Annual General Meeting , EGM - Extra Ordinary General Meeting , CCM - Court Convened Meeting , PB - Postal Ballot

F.Y. Total no. of

resolutions

Summary of proxy votes cast by JPMorgan Mutual Funds/AMCs across all the investee companies