Report of exercise of Voting Rights: APRIL 2013

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Company Name Proposal's description Reason Scheme nameDate of meeting Type of meeting

(AGM/EGM/ POSTAL BALLOT)

Proposal by Management

or Shareholder

Investee company’s

Management recommendation

Vote (For/ Against/ Abstain)

Sr. No. Company Name

1 11 August 2015 Postal Ballot

2 25 August 2015 Just Dial Limited Postal Ballot

3 10 September 2015 Natco Pharma Limited Postal Ballot

4 01 October 2015 Strides Arcolab Limited Postal Ballot

5 27 October 2015 Postal Ballot

6 27 October 2015 Axis Bank Limited Postal Ballot

Date of meeting/ Postal Ballot Noice

Type of meeting

(AGM/EGM/ Postal Ballot)

Sun Pharmaceutical Industries Ltd.

Maruti Suzuki India Limited

7 28 October 2015 KEC International Limited Postal Ballot

8 31 October 2015 AGM

9 05 November 2015 Postal Ballot

Sun Pharmaceutical Industries Ltd.

Siyaram Silk Mills Limited

10 06 November 2015 Postal Ballot IL&FS Transportation Networks Limited

10 06 November 2015 Postal Ballot

11 07 November 2015 Jagran Prakashan Limited Postal Ballot

12 09 November 2015 Ashoka Buildcon Limited Postal Ballot

13 10 November 2015 Jindal Saw Limited Postal Ballot

14 14 November 2015 Shree Cements Limited AGM

IL&FS Transportation Networks Limited

14 14 November 2015 Shree Cements Limited AGM

15 24 November 2015 United Spirits Ltd AGM

16 12 December 2015 Strides Shasun Limited EGM

Summary of Votes cast during the F.Y. 2015-16Summary of proxy votes cast by Mutual Funds/AMCs

F.Y. Quarter

2015-16 October to December 2015

Proposal's description

Management

Management

Management

Management

Management

Management

Management

Management (5) Raising of long term funds upto Rs. 1,500 Crores

Management

Management

Proposal by Management or

Shareholder

(1) Approval for making loan(s), and/or giving any guarantee(s)/ providing security(ies) and / or acquire by way of subscription, purchase or otherwise, the securities of any other body corporate(1) Buy-back of equity shares upto maximum amount permissible

(1) Approval of merger of NATCO Organics Limited (NOL) a WOS into NATCO Pharma Limited

(1) Change of the name of the Company from “Strides Arcolab Limited” to “Strides Shasun Limited” and consequent alteration to Memorandum of Association and Articles of Association of the Company;(2) Approval of “Strides Arcolab Employee Stock Option Plan 2015” and grant of employee stock options to Eligible Employees of the Company under the Plan(3) Approval to grant stock options to the Eligible Employees of the Company’s subsidiaries / associate companies under the “Strides Arcolab Employee Stock Option Plan 2015”;

(4) Enhancement of borrowing limits of the Company from Rs. 1,500 Crores to Rs. 2,500 Crores

(1) Consent to Related Party Transaction with Suzuki Motor Gujarat Private Limited

(1) Re-appointment of Shri Prasad R. Menon as an Independent Director of the Bank

Management

Management

Management (2) Declaration of dividend

Management

Management

Management

Management

Management (7) Amendment of Articles of Association of the Company

Management (8) Issue of securities

Management (1) Approval of related party transaction

(1) Issue of Non-Convertible Debentures/Bonds on private placement

(1) Adoption of audited financial statements of the Company for the financial year ended 31st March, 2015 and the reports of the Board of Directors and Auditors thereon

(3) Appointment of a director in place of Mr. Sudhir V Valia, who retires by rotation and, being eligible, offers himself for re-appointment.(4) Ratification of the appointment of M/s Deloitte Haskins & Sells LLP, as Auditors of the company and fixing their remuneration(5) Ratification of the increase in remuneration payable to M/s. Kailash Sankhlecha & Associates, Cost Auditors of the Company for the Financial Year 2014-15(6) Ratification of the increase in remuneration payable to M/s. Kailash Sankhlecha & Associates, Cost Auditors of the Company for the Financial Year 2015-16

Management (1) Increase in borrowing powers of the Company

Management

Management

Management

(2) Sell, lease, assign, dispose or otherwise transfer the investments in subsidiaries/special purpose vehicles/joint ventures of the Company and to mortgage the assets of the Company

(3) Alter the Main Object Clause of the Memorandum of Association of the Company

(4) Amend Clause III B and Clause III C of the Memorandum of Association of the Company

Management (5) Issue Non-Convertible Redeemable Preference Shares

Management

Management

Management

Management

Management

Management

Management

Management (3) Declaration of final dividend on equity sharesManagement

Management

(1) Approval for Scheme of Arrangement between Suvi Info-Management (Indore) Private Limited (the “Transferor Company”) and Jagran Prakashan Limited (the “Transferee Company”)(1) Adoption of new set of Articles of Association of the Company as per Companies Act, 2013

(2) Alteration of Main Object Clause of the Memorandum of Association of the Company

(3) Amendment to Clause III (B) and Clause III (C) of the Memorandum of Association of the Company

(1) Alteration of the Objects Clause of the Memorandum of Association

(1) Adoption of Audited financial statements of the Company for the financial year ended 30th June, 2015, the reports of the Board of Directors’ and Auditors thereon.

(2) Confirmation of payment of Interim Dividend on equity shares

(4) Re-appointment of Shri H. M. Bangur, Managing Director, retiring by rotation.(5) Appointment of M/s. B.R. Maheswari & Company as Statutory Auditors of the Company.

Management

Management

Management

Management

Management

Shareholder

Shareholder

Shareholder

Management

Management (1) Approval to raise long term funds upto Rs. 1,500 Crores

Summary of Votes cast during the F.Y. 2015-16

(6) Appointment of Shri Sanjiv Krishnaji Shelgikar as an Independent Director of the Company

(7) Approval of the remuneration of the M/s K.G. Goyal and Associates as Cost Auditors of the Company for the financial year 2015-16.

(8) Issue of Non-convertible Debentures (NCDs) through Private Placement

(1) Adoption of the Audited Financials Statements (including Consolidated Financial Statements) for the financial year ended March 31, 2015, and the Reports of the Directors and Auditors thereon.(2) Appointment of a Director in place of Mr. Ravi Rajagopal, who retires by rotation and being eligible, offers himself for re-appointment(3) Ratification of the appointment of M/s. B S R & Co. LLP as auditors of the Company and to fix their remuneration

(4) Appointment of Dr. Nicholas Bodo Blazquez as a Director liable for retirement by rotation(5) Appointment of Mr. Rajeev Gupta as an Independent Director(6) Appointment of Mr. Mahendra Kumar Sharma as an Independent Director(7) Revision in the terms of remuneration payable to Mr. Anand Kripalu, Managing Director and Chief Executive Officer

Summary of proxy votes cast by Mutual Funds/AMCs across all the investee companies

Break-up of Vote decision

For46 45

Total no. of resolutions

For For

For For

For For

For For

For For

For For

For For

For For

For Against

For For

Investee company’s

Management recommendatio

n

Vote (For/ Against/ Abstain)

For For

For For

For For

For For

For For

For For

For For

For For

For For

For For

For For

For For

For For

For For

For For

For For

For For

For For

For For

For For

For For

For For

For ForFor For

For For

For For

For For

For For

For For

For For

For For

For For

For For

For For

For For

For For

Summary of Votes cast during the F.Y. 2015-16across all the investee companies

Break-up of Vote decision

Against Abstained1 0

Reason

As per information and explanation provided by the company

As per information and explanation provided by the company

As per information and explanation provided by the company

As per information and explanation provided by the company

Buy back is proposed by the company to return surplus funds to the shareholders, which are over and above its capital requirement and in excess of its investment plans, in a expedient, effective and cost efficient manner The proposed amalgamation would ensure greater strategy to the activities and would result in carrying on the business more efficiently and effectively

Considering the proposed merger of Shasun Pharmaceuticals Limited into the Company and the Company’s future business requirements and growth plans, the company has proposed increasing the borrowing limits from Rs. 1,500 Cores to Rs. 2,500 CroresIn order to fund capital expenditure, long-term working capital, investments, expansion of the existing business, debt repayment and other approved corporate purposes, as permitted by applicable rules and regulations, the company is seeking enabling resolution for raising Rs.1500 crore through issue of securities

We don’t understand the rationale of making such a complex arrangement – 1) MSIL has enough cash/surplus to make investment in the Gujarat factory despite the stated investments by MSIL 2) MSIL money is more effectively utilized in investing in business, rather than parking the surplus fund or in real estate 3) Over the years MSIL has developed sales and service network and is the largest in India, so rationale of additionally developing the same don’t impress us 4) We are of the opinion that own manufacturing has its benefits rather than contract manufacturing

As per information and explanation provided by the company. His appointment meets all statutory requirements

As per information and explanation provided by the company

As per information and explanation provided by the company

As per information and explanation provided by the company

As per information and explanation provided by the company

As per information and explanation provided by the company

KEC International Limited (KEC) plans to raise Rs.5 bn by issuing redeemable NCDs. The company has stated that this is being done for refinancing of debt, working capital requirements, capex and other corporate purposes. The NCDs will be carved out of the company’s borrowing limits. KEC has borrowing limit of Rs.160 bn.

As accounts are audited by the external statutory auditors and no qualifications are raised by them

Company has enough cash to pay dividends post the capex requirements

In order to enhance its presence in global markets and also to expand existing business lines in drugs, pharmaceuticals and/or to take over any potential target so as to capture emerging business opportunities for growth, has to strengthen its financial position and net worth by augmenting long term resources substantially from time to time. The enabling resolution is for raising full or part of the funding requirement through issue of securities

Siyaram expects the acquisition to help in achieving greater efficiency and optimum utilization of resources. Further, it will enable Siyaram to make necessary investments for upgrading machineries. The independent valuation of BSL was done by BSR and Associates LLP. The consideration of Rs.447.0 mn is the average of the valuation by discounted cash flow method and comparable companies’ method. Moreover, the company has clarified that the proposed transaction is at arm’s length. The consideration for BSL is ~0.7x its sales, ~4.4x its net worth, and ~17.5x its net profit for FY15. The consideration is comparable to industry peers.

On 30 September 2015, ITNL’s outstanding debt aggregated Rs.84.3 bn on a standalone basis and Rs. 262.1 bn on a consolidated basis. The company’s credit protection measures are moderate, which is reflected in a debt/equity of 1.9x and interest coverage of 1.3x on a standalone basis and a debt/equity of 4.0x and interest coverage ratio of 1.1x on a consolidated basis after the recent rights issue. The Company has stated that it wants to increase its borrowing limits to invest in recently awarded and future projects and for meeting its working capital needs. As of 30 September 2015, the Company had approximately 23 projects in the bid pipeline with various project awarding authorities aggregating to 1602 kms, which are under various stages of bidding. The aggregate cost of all 23 projects is Rs. 150.0 bn. Also, the company’s credit facilities have been rated CARE A1/CARE A, which CARE defines as reflecting adequate degree of safety regarding timely servicing of financial obligations.

ITNL seeks shareholder’s approval to create charge/mortgage on the assets of the company to the extent of Rs. 150 bn under Section 180 (1) (a) of the Companies Act, 2013. ITNL is required to form Special Purpose Vehicles (SPVs)/ enter into JV/ incorporate subsidiary companies to execute the projects awarded to the Company by various authorities. Subsequently, ITNL also needs to support these SPVs by way of equity contribution, unsecured loans/ advances, providing Corporate Guarantee and by pledging the shares held by the Company in such SPVs. Project loans availed of by SPVs are usually required to be secured by way of mortgage/ charge on assets. The company proposes to dilute its equity holding in SPVs in order to free up its financial resources for further investments in new projects and minimize its dependence on debt funds. Further, ITNL intends to form an Infrastructure Investment Trust (InvIT) under the SEBI (Infrastructure Investment Trusts) Regulations, 2014. An infrastructure trust offers project promoters an opportunity to sell stake in projects to the trust, which in turn can raise long-term funds from unit holders. The company proposes to domicile infrastructure projects that require special skill sets and close monitoring in separate trusts.

INTL intends to form an Infrastructure Investment Trust under the SEBI (Infrastructure Investment Trusts) Regulations, 2014. In order to facilitate formation of Infrastructure Investment Trust and to carry out allied activities, the Company is seeking the approval of the shareholders to alter the Main Object Clause of MoA of the Company.

ITNL proposes to amend the MoA in order to comply with the provisions of the Companies Act, 2013. The Company is seeking the approval of the shareholders to alter the existing Clause III B and Clause III C of the MoA.

As there is no qualification from Auditors.

As the company has sufficient cash to pay dividend.

As the company has sufficient cash to pay dividend.His reappointment is in line with all the statutory requirements.

ITNL is seeking shareholders’ approval to raise funds up to Rs.10.0 bn through the issue and allotment of Redeemable Preference Shares. There will be no dilution as the preference shares are redeemable. The company has stated that the funds will be used for augmenting the long term finance, capital expenditure requirements, and repayment of debt as well as funding capital requirements for subsidiary / associate and joint venture companies. Preference shares would help in optimizing capital structure including the debt: equity ratio. This is an enabling resolution and it provides flexibility in fund raising.

As per information and explanation provided by the company. It’s a 100% subsidiary of Jagran hence no consideration is paid to acquire assets/liabilities.

The existing Articles of Association (AoA) of the Company was framed under the Companies Act 1956. After the introduction of Companies Act 2013, and the rules framed there under, it is required to alter the existing AoA. The new Articles are framed under ‘Table F’ to Schedule I to the Companies Act, 2013. Ashoka Buildcon is mainly engaged in developing and building infrastructure facilities (mainly roads and highways) on design, build, finance, operate, and transfer basis. It also undertakes engineering, procurement, and construction (EPC) contracts to build highways and power plants. In order to capitalize on the opportunities in other sectors of infrastructure the Company seeks to modify its ‘objects clause’ in Memorandum of Association (MoA). The alteration will enable the company to diversify its presence within the infrastructure sector.

The existing Articles of Association (AoA) of the Company was framed under the Companies Act 1956. After the introduction of Companies Act 2013, and the rules framed there under, it is required to alter the existing MoA. It will strengthen its logistics capabilities and provide efficient in-house logistics facilities for the shipment of materials between various locations, thereby insulating itself from the vagaries of third party logistic providers in the shipping industry, stabilizing operating costs and better utilization of resources.

As per information and explanation provided by the company. The performance of the auditors has been fairly satisfactory.

As per information and explanation provided by the company

As per information and explanation provided by the company

As per information and explanation provided by the company

As per information and explanation provided by the company

As per information and explanation provided by the company

Sanjiv Shelgikar is a Chartered Accountant practicing since 1978. He has contributed as special editor to The Companies Act (by A. Ramaiya). He has worked with the finance department of Videocon Group. His appointment is in line with all statutory requirements.

As per Section 148 of Companies Act 2013, the remuneration of Rs. 300,000 payable to K. G. Goyal and Associates, Cost Auditors for FY16 has to be ratified by shareholders of the company. Accordingly, consent of shareholders is sought through an ordinary resolution in order to ensure compliance with the said Section.

SCL’s debt is rated CRISILAAA/Stable and CRISIL A1+: instruments with these ratings are considered to have the highest degree of safety with regard to timely servicing of financial obligations.

As the accounts are audited by independent statutory auditors and relevant qualifications expressed in their report in consideration of the accounts

As the revision is to lower the fixed pay and increase the variable pay which is linked to self and company performance

On 6 November 2015, the shareholders of Strides Arcolab approved issuance of equity and quasi equity instruments upto Rs.15 bn. After this, on 19 November 2015, the merger of Strides and Shasun got effective. In order to provide an opportunity to the shareholders of Shasun to vote on the issuance, the Company again proposes the same resolution. The proposed fund raising is for the purpose of funding capital expenditure, long-term working capital, investments, expansion of the existing business, debt repayment and other approved corporate purposes, as permitted by applicable rules and regulations