[XLS] · Web viewAppointment of Mr. Ashok Kini as Independent Director Appointment of Mrs. Kanchan...

Confidential

Disclosure of Actual Exercise of Proxy Voting in AGM/EGMs etc of Investee companies across all schemes of IDFC Mutual Fund

Summary of proxy votes cast by IDFC Mutual Fund across all the investee companies for F.Y.2014-2015

F.Y. Quarter Break-up of Vote decisionFor Against Abstained

2014 -2015 I (April to June ) 343 15 - 3282014 -2015 2224 1278 353 593

2014 -2015 112 93 13 6

2014 -2015 156 53 4 99

TOTAL 2835 1439 370 1026

Details of Votes cast during the F.Y.2014-2015Quarter Meeting Date Company Name Type of Meeting Proposal Reason supporting the vote decision

April to June' 2014 4/7/2014 DLF LIMITED Postal Ballot MANAGEMENT For ABSTAIN



April to June' 2014 4/9/2014 ACC LIMITED MANAGEMENT For ABSTAIN

April to June' 2014 4/9/2014 ACC LIMITED MANAGEMENT To declare a dividend (Rs. 19/-) For ABSTAIN








April to June' 2014 4/10/2014 MANAGEMENT For ABSTAIN












Total no. of resolutions

II (July to September)

III (October to December)

IV( January to March)

Proposal by Management or Shareholder

Investee company’s Management Recommendation

Vote (For/ Against/Abstain)

Appointment of Mr. Mohit Gujral as Whole-time Director of the Company

Proxy policy being modified and process being set up to adopt procedure specified by SEBI vide its circular dated March 24, 2014.

Appointment of Mr. Rajeev Talwar as Whole-time Director of the Company


Re-appointment of Mr. Rajiv Singh as Vice-Chairman of the Company


Annual General Meeting

To receive and adopt the Audited Statement of Profit and Loss for the financial year ended December 31, 2013, the Balance Sheet as at that date and the Report of the Directors and Auditors thereon





To appoint a Director in place of Mr Aidan Lynam who retires by rotation and is eligible for re-appointment Proxy policy being modified and process being

set up to adopt procedure specified by SEBI vide its circular dated March 24, 2014.


To appoint a Director in place of Mr Sushil Kumar Roongta who retires by rotation and is eligible for re-appointment Proxy policy being modified and process being



To appoint a Director in place of Mr M L Narula who retires by rotation and is eligible for re-appointment. Proxy policy being modified and process being



To Appoint Statutory Auditor Messrs S R B C & CO LLP & to fix their remuneration



To appoint a Director in place of Mr Farrokh K Kavarana of the Company



To appoint a Director in place of Mr Bernard Terver of the Company



To appoint a Director in place of Mr Vijay Kumar Sharma of the Company


AMBUJA CEMENTS LIMITED


To receive, consider and adopt the Profit & Loss Account for the Corporate Financial Year ended 31st December, 2013 and the Balance Sheet as at that date and the Reports of the Directors and Auditors thereon




To declare a dividend on equity shares (Rs. 2.20/-)




To appoint a Director in place of Mr. Nasser Munjee, who retires by rotation and being eligible, offers himself for reappointment Proxy policy being modified and process being




To appoint a Director in place of Mr. Rajendra P. Chitale, who retires by rotation and being eligible, offers himself for re-appointment. Proxy policy being modified and process being




To appoint a Director in place of Dr. Omkar Goswami, who retires by rotation and being eligible, offers himself for reappointment Proxy policy being modified and process being




M/s. SRBC & Co. LLP be and are hereby appointed as the Statutory Auditors of the company & to fix their remuneration Proxy policy being modified and process being




Mr. Bernard Terver for the office of a Director, be and is hereby appointed as a Director of the Company, liable to retire by rotation Proxy policy being modified and process being




Mr. Ajay Kapur for the office of a Director, be and is hereby appointed as a Director of the Company, liable to retire by rotation Proxy policy being modified and process being




Company hereby accords its consent and approval to the appointment of Mr. Ajay Kapur as the “Deputy Managing Director & CEO” of the Company




Company be and is hereby accorded for increase in the remuneration in the form of Advisory Service fee to Mr. B. L. Taparia, from Rs. 9,00,000/- per month to Rs. 11,00,000/- per month


FAG BEARINGS INDIA LIMITED


To receive, consider and adopt the Balance Sheet as at December 31, 2013 and the Statement of Profit and Loss for the year ended on that date along with Directors' and Auditors �Report thereon




To declare dividend for the year ended December 31, 2013 ( Rs 6.00/-)


Confidential



April to June' 2014 4/24/2014 MANAGEMENT To appoint Auditors and to fix their remuneration For ABSTAIN









April to June' 2014 4/29/2014 SANOFI INDIA LIMITED MANAGEMENT For ABSTAIN









April to June' 2014 4/29/2014 MANAGEMENT To declare a dividend on Equity Shares (Rs.4/-) For ABSTAIN





April to June' 2014 4/30/2014 Postal Ballot MANAGEMENT For ABSTAIN




To appoint a Director in place of Mr. Avinash Gandhi, who retires by rotation and being eligible offers himself for re-appointment Proxy policy being modified and process being




To appoint a Director in place of Mr. Moreshwar Garde, who retires by rotation and being eligible offers himself for re-appointment Proxy policy being modified and process being







Mr. Robert Schullan be and is hereby appointed as Director of the Company




Mr. Dietmar Heinrich be and is hereby appointed as Director of the Company




Mr. Dharmesh Arora be and is hereby appointed as Director of the Company




Re-appointment of Mr. Rajendra Anandpara as Managing Director of the Company and Mr. Anandpara and whose office shall not be liable to retirement by rotation


HEXAWARE TECHNOLOGIES LTD FACE VAL INR 2


To receive, consider and adopt the Audited Balance sheet as at December 31, 2013 and the Audited Profit and Loss Account for the year ended on that date together with the Reports of the Board of Directors’ and Auditors’ thereon Proxy policy being modified and process being




To declare a Final Dividend on Equity Shares and to confirm the Interim Dividends on equity shares ( Rs 1.00/- ) Proxy policy being modified and process being




To appoint a Director in place of Mr. Bharat Shah, who retires by rotation and being eligible, seeks re-appointment Proxy policy being modified and process being




To re-appoint M/s. Deloitte Haskins & Sells LLP, as Statutory Auditors of the Company & to fix their remuneration Proxy policy being modified and process being



To receive, consider and adopt the audited Balance Sheet as at 31st December 2013 and the Profit and Loss Account for the year ended on that date and the Reports of the Directors and Auditors thereon



To consider Interim Dividend for the year ended 31st December 2013 of Rs. 10 per Equity Share of Rs. 10 paid to the Members whose names appeared on the Register of Members on 6th August 2013, be and the same is hereby approved and confirmed



Mr. S. R. Gupte who retires by rotation and who is eligible for re-election be and is hereby re-appointed a Director Proxy policy being modified and process being



Mr. J. M. Georges who retires by rotation and who is eligible for re-election be and is hereby re-appointed a Director Proxy policy being modified and process being



M/s. S R B C & Co. LLP, Chartered Accountants be and are hereby appointed Auditors of the Company and to fix their remuneration Proxy policy being modified and process being



Appointment of Ms. Joanna Potts (Alternate to Mr. A. Ortoli) as Wholetime Director of the Company Proxy policy being modified and process being



Re-appointment of Mr. M. G. Rao (presently Alternate to Mr. J. M. Georges) as Wholetime Director of the Company Proxy policy being modified and process being



To consider sitting fees paid to them for attending the Meetings of the Board of Directors or its Committees subject to a ceiling of one per cent of the net profits of the Company Proxy policy being modified and process being


STYROLUTION ABS INDIA LIMITED


To receive, consider and adopt the audited Financial Statements for the year ended 31st December, 2013, together with the Reports of the Directors’ and Auditors’ thereon







To appoint a Director in place of Mr. Jal R Patel, who retires by rotation and, being eligible, offers himself for re-appointment Proxy policy being modified and process being




To appoint a Director in place of Mr. Ravindra Kulkarni, who retires by rotation and being eligible, offers himself for reappointment Proxy policy being modified and process being




To re-appoint Messrs B S R & Co.LLP as Statutory Auditors of the Company & to fix their remuneration Proxy policy being modified and process being




Company approves payment and distribution of a sum not exceeding 1% of the net profits of the Company and subject to a maximum limit of Rs. 600,000 (Rupees six lakhs) to each non-executive independent director per annum or such other sum as may be approved by the Board of Directors, in addition to the sitting fees paid to them for attending the Board / Committee meetings and such payment be made out of the profits of the Company of each year during the period of three years commencing from January 1, 2013


HINDUSTAN UNILEVER LIMITED

Appointment of Mr. P. B. Balaji as the Executive Director, Finance & IT and Chief Financial Officer of the Company


HONEYWELL AUTOMATION INDIA LIMITED


To consider and adopt the Directors Report & audited Statement of Profit & Loss for the year ended December 31, 2013, and the Balance Sheet as at that date


Confidential

April to June' 2014 4/30/2014 MANAGEMENT To declare a dividend For ABSTAIN








April to June' 2014 5/5/2014 ABB INDIA LIMITED MANAGEMENT For ABSTAIN

April to June' 2014 5/5/2014 ABB INDIA LIMITED MANAGEMENT To declare a dividend For FOR
























To appoint a Director in place of Mr. M N Bhagwat, who retires by rotation and being eligible, offers himself for reappointment Proxy policy being modified and process being




To appoint a Director in place of Mr. Norman Gilsdorf, who retires by rotation and being eligible, offers himself for reappointment Proxy policy being modified and process being




To Appoint Auditors of the Company & to fix their remuneration




To appoint a Director in place of Mr. Vikas Chadha of the company




To consider that company to approve the appointment & Remuneration of Mr. Vikas Chadha as Managing Director of the company Proxy policy being modified and process being


DIVIS LABORATORIES LIMITED

Reappointment of Group Captain (Retd) L Ramesh Babu, a relative of Mr. N V Ramana, Executive Director and Mr. L. Kishore Babu, Chirf Financial Officer of the Company, to hold and continue to hold an office or place of profit as Chief Information Officer & Vice President (Procurement) of the Company


SUN PHARMACEUTICALS INDUSTRIES LIMITED

Court Convened Meeting

Scheme of Arrangement and Reconstruction in the nature of Demerger and Transfer of the Specified Undertaking of Sun Pharma Global FZE, the Transferor Company, into Sun Pharmaceutical Industries Limited, the Applicant Company, proposed to be made between Sun Pharma Global FZE, Sun Pharmaceutical Industries Limited and their respective Shareholders and Creditors



To receive, consider and adopt the Audited Balance Sheet as at December 31, 2013 and the Audited statement of Profit & Loss for the year ended on that date and the Reports of the Directors and the Auditors thereon





To appoint a Director in place of Mr. Gary Steel, who retires by rotation at this Annual General Meeting, and being eligible, offers himself for re-election



M/s. S. R. BATLIBOI & ASSOCIATES LLP be and are hereby appointed as the Statutory Auditors of the Company & to fix their remuneration



Mrs. Renu Sud Karnad, be and is hereby appointed as a Director of the Company, liable to retire by rotation Proxy policy being modified and process being


CLARIANT CHEMICALS INDIA LIMITED


To consider and adopt the audited Balance Sheet as at December 31, 2013 and the Statement of Profit and Loss for the year ended on that date and the Reports of the Directors and Auditors thereon




To confirm the declaration and payment of interim dividend and to declare final dividend for the year ended December 31, 2013 Proxy policy being modified and process being




To appoint a director in place of Mr. A. Muench who retires by rotation and being eligible, o.ers himself for re-appointment Proxy policy being modified and process being




M/s. Price Waterhouse be and are hereby appointed as statutory auditors of the company & to fix their remuneration Proxy policy being modified and process being




Mr. Y.H. Malegam, be and is hereby appointed as a Director of the Company liable to retire by rotation Proxy policy being modified and process being




Revision in the remuneration, benefits and perquisites approved by the Board from time to time and paid or payable to Dr. Deepak Parikh, Vice Chairman and Managing Director of the Company




Appointment of Mr. Bankatlal Gaggar as Executive Director of the Company




Company be shifted from Kolshet Road, P.O. Sandoz Baug, Thane 400607 to Reliable Tech Park, Gut No. 31, Village Elthan, o. Thane Belapur Road, Airoli, District Thane, Navi Mumbai - 400708 within the state of Maharashtra Proxy policy being modified and process being


GUJARAT PIPAVAV PORT LIMITED


To receive, consider and approve the Audited Accounts of the Company for the year ended 31st December 2013 and adopt Report of the Directors and of the Auditors thereon




To appoint a Director in place of Mr. Pravin Lahiri, IAS (Retd) who retires by rotation and being eligible, offers himself for re-appointment Proxy policy being modified and process being




To appoint a Director in place of Mr. Henrik Lundgaard Pederson who retires by rotation and being eligible, offers himself for reappointment. Proxy policy being modified and process being




To appoint a Director in place of Mr. Pradeep Mallick, who retires by rotation and being eligible, offers himself for re-appointment Proxy policy being modified and process being




To appoint M/s BSR & Associates as the Auditors of the Company and fix their remuneration




Appointment of Mr. Jan Dangaard Sorensen as Director of the Company




Appointment of Ms. Hina Shah as Director of the Company


Confidential



April to June' 2014 5/8/2014 DISA INDIA LIMITED MANAGEMENT For ABSTAIN



April to June' 2014 5/8/2014 DISA INDIA LIMITED MANAGEMENT To declare a Dividend For ABSTAIN










April to June' 2014 5/15/2014 GOODYEAR INDIA LTD MANAGEMENT For ABSTAIN

April to June' 2014 5/15/2014 GOODYEAR INDIA LTD MANAGEMENT To declare a dividend For ABSTAIN












Appointment of Mr. A K Rakesh, IAS as Director of the Company




Re-appointment of Mr. Prakash Tulsiani as Managing Director & approve his remuneration



To receive, consider and adopt the Audited Balance Sheet as at 31st December 2013 and the Statement of Profit & Loss Year ended on that date, together with the reports of the Board of Directors and Auditors thereon



To elect a Director in place of Mr. Robert E Joyce Jr., who retire by rotation and is eligible for re-appointment Proxy policy being modified and process being



To elect a Director in place of Mr. Andrew Carmichael, who retire by rotation and is eligible for re-appointment Proxy policy being modified and process being





To appoint Auditors of the Company & to fix the remuneration


CASTROL INDIA LIMITED FV INR 5


To receive, consider and adopt the Audited Balance Sheet as at 31st December, 2013 andthe Statement of Profit and Loss for the year ended on that date, along-with the Reports of the Directors and Auditors thereon Proxy policy being modified and process being




To confirm the payment of interim dividend and declare a final dividend on equity shares for the financial year ended 31st December, 2013




To appoint a Director in place of Mr. S. M. Datta who retires by rotation and being eligible, offers himself for re-appointment Proxy policy being modified and process being




To appoint a Director in place of Mr. Uday Khanna who retires by rotation and being eligible, offers himself for re-appointment Proxy policy being modified and process being




To appoint Auditors M/s. S.R. Batliboi & Co. LLP as Auditors of the Company & fix their remuneration Proxy policy being modified and process being




Appointment of Mr. Ravi Kirpalani as a Whole-time Director of the Company




Ms. Rashmi Joshi, be and is hereby appointed as a Director of the Company, liable to retire by rotation Proxy policy being modified and process being




Appointment of Ms. Rashmi Joshi as a Whole-time Director of the Company



To receive, consider and adopt the financial statement consisting of Balance Sheet as at December 31, 2013, the statement of Profit and Loss, Cash Flow Statement for the year ended on that date along with the reports of the Board of Directors and Auditors thereon





To appoint a director in place of Mr Rajiv Lochan, who retires by rotation and, being eligible, offers himself for re-appointment Proxy policy being modified and process being



To appoint a director in place of Mr R V Gupta, who retires by rotation and, being eligible, offer himself for re-appointment Proxy policy being modified and process being



To appoint M/s Price Waterhouse & Co., as the Statutory Auditors of the Company and fix their remuneration Proxy policy being modified and process being



Revision in the remuneration payable to Mr Rajeev Anand, Vice Chairman & Managing Director of the Company effective May 1, 2013 Proxy policy being modified and process being



Revision in the remuneration payable to Mr Yashwant Singh Yadav, Director- HR & CorporateAffairs of the Company



Mr Rajeev Anand be and is hereby re- appointed as Vice Chairman & Managing Director ofthe Company Proxy policy being modified and process being



Re – appointment of Mr Anand as Vice Chairman & Managing Director of the Company



Revision in the remuneration payable to Mr Rajeev Anand, Vice Chairman & Managing Director of the Company effective February 20, 2014, in terms of agreement dated July 2, 2009 (effective February 20, 2009) read with fifth supplemental agreement dated June 25, 2013



Approval of the Central Government vide approval letter no. 4/369/T-1/2013/D/5916 dated September 6, 2013 read with corrigendum letter no. 4/369/T-1/2012/D/10678 dated January 31, 2014; the transaction with M/s. Goodyear South Asia Tyres Private Limited be and is hereby approved, confirmed and ratified: (Availing and providing of services, i.e., sharing ofemployees, infrastructure, third parties services and charges for mixing and conversion of raw material into compound rubber from/ to M/s. Goodyear South Asia Tyres Private Limited)


Confidential


April to June' 2014 5/16/2014 TATA STEEL LTD MANAGEMENT For ABSTAIN

April to June' 2014 5/21/2014 MINDTREE LIMITED Postal Ballot MANAGEMENT For ABSTAIN

April to June' 2014 5/21/2014 MINDTREE LIMITED Postal Ballot MANAGEMENT To Issue of Bonus Shares of the Company For ABSTAIN



April to June' 2014 5/21/2014 INDIAN HOTELS Postal Ballot MANAGEMENT For ABSTAIN

April to June' 2014 5/21/2014 INDIAN HOTELS Postal Ballot MANAGEMENT For ABSTAIN

April to June' 2014 5/21/2014 BATA INDIA LTD MANAGEMENT For ABSTAIN

April to June' 2014 5/21/2014 BATA INDIA LTD MANAGEMENT To declare a dividend For ABSTAIN




April to June' 2014 5/21/2014 PVR Postal Ballot MANAGEMENT For ABSTAIN

April to June' 2014 5/23/2014 LINDE INDIA LIMITED MANAGEMENT For ABSTAIN

April to June' 2014 5/23/2014 LINDE INDIA LIMITED MANAGEMENT To declare a dividend on Equity Shares. For ABSTAIN







Approval of the Central Government vide approval letter no. 4/368/T-1/2013/D/5917 dated September 6, 2013 read with corrigendum letter no. 4/368/T-1/2012/D/10677 dated January 31, 2014; the transaction with M/s. Goodyear South Asia Tyres Private Limited be and is hereby approved, confirmed and ratified (Purchase of all kinds of tyres, tubes and flaps, raw materials, spare parts, components, store items, moulds and movable machineries by Goodyear India Limited from Goodyear South Asia Tyres Private Limited)



Scheme of Amalgamation between Tata Steel Limited and Tata Metaliks Limited and Tata Metaliks DI Pipes Limited (formerly known as Tata Metaliks Kubota Pipes Limited) and their respective shareholders and creditors (“the Scheme”).


Increase in Authorised Share Capital & consequent alteration of the Memorandum of Association of the Company



To Authorise Board or a Committee to borrow upto USD One Billion Proxy policy being modified and process being


To Authorise Board of Directors or a committee to sell, lease, mortgage or otherwise dispose of the whole or subtantially the whole of the undertaking the movable & immmovable properties of the


Re-classification of the Authorized Share Capital into 2,000,000,000 equity shares of Rs. 1 each aggregating to Rs. 2,000,000,000 with power to increase, reduce, divide and/or sub-divide the share capital of the Company or reclassify them into several classes and attach thereto respectively


Amendment to the Memorandum of Association of the Company



To receive, consider and adopt the Balance Sheet of the Company as on December 31, 2013, the Statement of Profit and Loss for the year ended on that date, Notes on Accounts, Auditors' Report and Directors' Report thereon





To appoint a Director in place of Mr. Jorge Carbajal, who retires by rotation and being eligible, offers himself for reappointment Proxy policy being modified and process being



To appoint a Director in place of Mr. Akshay Chudasama, who retires by rotation and being eligible, offers himself for re-appointment Proxy policy being modified and process being



To appoint Auditors Messrs. S. R. Batliboi & Co. LLP of the company and to fix their remuneration


Payment of Commission to its Independent Directors not exceeding one percentage of the Net Profits of the Company



To receive, consider and adopt the Profit and Loss Account for the year ended 31 December 2013, the Balance Sheet as at that date and the Reports of the Directors and Auditors thereon. Proxy policy being modified and process being





To appoint a Director in place of Mr. Binod Patwari, who retires by rotation and being eligible, offers himself for re-appointment Proxy policy being modified and process being



To appoint Auditors Messrs B S R & Co. LLP and fix their remuneration



Mr. Moloy Banerjee, who vacates office as Director under Article 92 of the Company’s Articles of Association, and being eligible for appointment, be and is hereby appointed as a Director of the Company



Company be and is hereby granted to the appointment and the terms and remuneration of Mr. Moloy Banerjee as Managing Director of the Company


KSK ENERGY VENTURES LIMITED

Extra ordinary General Meeting

To, create, issue, offer and allot (including with provisions for reservation on firm and / or competitive basis, of such part of issue and for such categories of persons including employees of the Company, as may be permitted), either in India or in the course of inter national offering(s) in one or more foreign markets, equity shares of the Company with a face value of Rs. 10/- (Rupees Ten Only) each (the “Equity Shares”), as may be decided by the Board at its discretion and permitted under applicable laws and regulations for an aggregate amount not exceeding Rs. 10,00,00,00,000 (Rupees One Thousand Crores Only) or equivalent thereof inclusive of such premium as may be fixed on such Securities


Confidential




April to June' 2014 6/5/2014 BOSCH LIMITED MANAGEMENT For ABSTAIN










April to June' 2014 6/6/2014 DCB BANK LIMITED MANAGEMENT For ABSTAIN














Board be and is hereby authorized to, on behalf of the Company, create, offer, issue and allot up to 15,00,00,000 Warrants (“Warrants”) on a preferential allotment basis, to KSK Energy Limited, a promoter company incorporated in Mauritius either directly or through any of its affiliates or subsidiaries in India or outside India, which shall be exercisable into equity shares of the Company at the option of the Warrant holder at an issue/exercise price of Rs. 70 per Equity Share no later than 18 months from the date of their allotment in accordance with the SEBI ICDR Regulations or other provisions of the law as may be prevailing at the time of allotment of equity shares/ exercise of warrants


TATA GLOBAL BEVERAGES LIMITED


Scheme of Amalgamation of Mount Everest Mineral Water Limited with the Transferee Company Proxy policy being modified and process being


ZEE ENTERTAINMENT ENTERPRISES LIMITED


Scheme of Arrangement between Diligent Media Corporation Limited and Zee Entertainment Enterprises Limited and their respective shareholders and creditors (the scheme or this scheme)



To receive, consider and adopt the audited Balance Sheet as at December 31, 2013 and audited Statement of Profit & Loss Account for the year ended on that date and the Report of the Directors and Auditors thereon.



To declare a dividend for the financial year ending December 31, 2013.



To appoint a Director in place of Mr. V.K. Viswanathan, who retires by rotation and being eligible offers himself for reappointment.



Messrs. Price Waterhouse & Co. be and are hereby appointed as Auditors of the Company, remuneration to be fixed by the Board of Directors.



Mr. Peter Tyroller as a candidate for the office of Director of the Company, be and ishereby appointed as a Director of the Company whose period of office shall be liable to determination by retirement by rotation.



Company be and is hereby accorded to the appointment of Mr. Franz Hauber as Whole-time Director of the Company. Proxy policy being modified and process being



Mr. Bernhard Steinruecke, Director of the Company be and is hereby appointed as an Independent Director of the Company. Proxy policy being modified and process being



Mrs. Renu S Karnad, Director of the Company be and is hereby appointed as an Independent Director of the Company. Proxy policy being modified and process being



Mr. Prasad Chandran, Director of the Company be and is hereby appointed as an Independent Director of the Company. Proxy policy being modified and process being



Mr. Bhaskar Bhat, Director of the Company be and is hereby appointed as an Independent Director of the Company. Proxy policy being modified and process being



To receive, consider and adopt the Audited Balance Sheet as at March 31, 2014 and the Audited Profit and Loss Account of the Bank for the Financial year ended on that date and the Reports of the Directors and Auditors thereon Proxy policy being modified and process being



To appoint M/s. B S R & Co. LLP as the Statutory Auditors of the Bank & to fix their remuneration



Appointment of Mr. Altaf Jiwani as an Independent Director of the Company Proxy policy being modified and process being



Appointment of Mr. Amin Manekia as an Independent Director of the Company



Appointment of Mr.Suhail Nathani as an Independent Director of the Company



Appointment of Mr. Sukh Dev Nayyar as an Independent Director of the Company



Appointment of Mr. Imran Contractor as an Independent Director of the Company



Appointment of Mr. Keki Elavia as an Independent Director of the Company



Appointment of Mr. C. Narasimhan as an Independent Director of the Company



Appointment of Mr. Nalin Shah as an Independent Director of the Company



Appointment of Mr. S. Sridhar as an Independent Director of the Company



Appointment of Mr. Jamal Pradhan as an Independent Director of the Company


Confidential


















April to June' 2014 6/9/2014 Postal Ballot MANAGEMENT For FOR

April to June' 2014 6/9/2014 Postal Ballot MANAGEMENT For FOR

April to June' 2014 6/9/2014 TATA GLOBAL BEVERAGE Postal Ballot MANAGEMENT For ABSTAIN

April to June' 2014 6/12/2014 SHREE CEMENTS LIMITED Postal Ballot MANAGEMENT For ABSTAIN




April to June' 2014 6/12/2014 ZEE ENTERTAINMENT Postal Ballot MANAGEMENT For ABSTAIN

April to June' 2014 6/13/2014 BLUE DART EXPRESS LTD MANAGEMENT For ABSTAIN


Amendments in Articles of Association of the Company



Issue of Securities/shares, including issue of Securities/shares to Qualified Institutional Buyers



To receive, consider and adopt the Audited Balance Sheet as at March 31, 2014 and the Audited Profit and Loss Account of the Bank for the Financial year ended on that date and the Reports of the Directors and Auditors thereon



To appoint M/s. B S R & Co. LLP as the Statutory Auditors of the Bank & to fix their remuneration



Appointment of Mr. Altaf Jiwani as an Independent Director of the Company



Appointment of Mr. Amin Manekia as an Independent Director of the Company



Appointment of Mr.Suhail Nathani as an Independent Director of the Company



Appointment of Mr. Sukh Dev Nayyar as an Independent Director of the Company



Appointment of Mr. Imran Contractor as an Independent Director of the Company



Appointment of Mr. Keki Elavia as an Independent Director of the Company



Appointment of Mr. C. Narasimhan as an Independent Director of the Company



Appointment of Mr. Nalin Shah as an Independent Director of the Company



Appointment of Mr. S. Sridhar as an Independent Director of the Company



Appointment of Mr. Jamal Pradhan as an Independent Director of the Company Proxy policy being modified and process being



Amendments in Article 84 -‘Quorum at General Meeting’, Article 96 -‘Voting Rights of shareholders & Article 56A -‘Acquisition or Transfer/ Transmission of shares requiring RBI



Issue of Securities/shares, including issue of Securities/shares to Qualified Institutional Buyers, for an aggregate amount not exceeding Rs. 300 crores (Rupees Three Hundred Crores only) or


RURAL ELECTRIFICATION CORPORATION LIMITED

Issue of Unsecured/Secured Non-Convertible Bonds/ Debentures through Private Placement as per the provisions of the Companies Act, 2013 and Rules made thereunder.



Increase in the overall Borrowing Limit to ` 2,00,000 crore in Indian Rupees and in any foreign currency equivalent to USD 6 billion.



Creation of mortgage and / or charge on all or any of the movable and / or immovable properties of the Company.


Resolved that the Scheme of Amalgamation of Mount Everest Mineral Water Limited with Tata Global Beverages Limited presented in Company Application No.233 of 2014 filed by Tata Global Beverages Limited before the Hon’ble High Court at Calcutta be and is hereby approved.


The Existing Article No. 112 be deleted and replaced with "112. Rotation and retirement of Directors Proxy policy being modified and process being


The Existing Article No. 134 be deleted and be replaced with "134. To what provisions he shall be subject Proxy policy being modified and process being


Article be inserted as Article No. 90AA after existing Article No. 90A ("90AA. Electronic Voting) Proxy policy being modified and process being


Article be inserted as Article No. 120A after existing Article No. 120 ("120A. Participation through Electronic Mode - Board Meeting) Proxy policy being modified and process being


Company is sought to the Scheme of Arrangement between Diligent Media Corporation Limited and Zee Entertainment Enterprises Limited and their respective Shareholders and Creditors by passing an Ordinary Resolution by way of Postal Ballot



Scheme of Arrangement proposed to be made between the Applicant Company and its members for the issue of unsecured, redeemable, nonconvertible, fully paid up bonus debentures of the Applicant Company from its free reserve to its members


Confidential

April to June' 2014 6/14/2014 INFOSYS LIMITED MANAGEMENT For ABSTAIN











April to June' 2014 6/14/2014 POWER FINANCE CORPOR Postal Ballot MANAGEMENT For ABSTAIN



April to June' 2014

6/16/2014 MANAGEMENT For FORApril to June' 2014

6/16/2014 UNITED SPIRITS LIMITED MANAGEMENT For ABSTAINApril to June' 2014

6/18/2014 MANAGEMENT For ABSTAINApril to June' 2014


6/18/2014 MANAGEMENT To declare a dividend on equity shares For ABSTAINApril to June' 2014








6/18/2014 MANAGEMENT For ABSTAIN


To receive, consider and adopt the financial statements of the Company for the year ended March 31, 2014, including the audited Balance Sheet as at March 31, 2014, the Statement of Profit and Loss for the year ended on that date and the reports of the Board of Directors (the



To declare a final dividend of Rs. 43 per equity share and to confirm the interim dividend of Rs. 20 per equity share, already paid for the year ended March 31, 2014



To appoint a director in place of B. G. Srinivas, who retires by rotation and, being eligible, seeks re-appointment Proxy policy being modified and process being



To appoint a director in place of S. Gopalakrishnan, who retires by rotation and, being eligible, seeks re-appointment Proxy policy being modified and process being



To re-appoint B S R & Co. LLP as the auditors of the Company & to fix their remuneration



Appointment of U. B. Pravin Rao as a Director, liable to retire by rotation and also as a Whole-time Director of the Company Proxy policy being modified and process being



Appointment of Kiran Mazumdar-Shaw as an Independent Director of the Company



Appointment of Carol M. Browner as an Independent Director of the Company



Appointment of Ravi Venkatesan as an Independent Director of the Company



Contract to sell, lease, transfer, assign or otherwise dispose of the whole or part of the ‘Products, Platforms and Solutions (PPS)’ business and undertaking of the Company to Edgeverve Systems Limited



Retirement of Ann M. Fudge, Director, who retires by rotation at the AGM and does not seek re-appointment Proxy policy being modified and process being


Raising of resources through private placement of non-convertible debentures.


Enhancement of the borrowing power for the purpose of business of the company


Authorization to the Board of Directors for mortgaging and/or creating charge on the assets of the company for securing borrowings for the purpose of the company


COROMANDEL INTERNATIONAL LTD

Court Convened Meeting Purpose of considering and, if thought fit,

approving with or without modification(s), the proposed Scheme of Amalgamation between Sabero Organics Gujarat Limited and Coromandel International Limited and their respective shareholders and creditors.

The deal is part of the strategic reorganization of the company’s various lines of business. There will be no significant on the financials and leverage profile of Coromandel due to this merger.


Scheme of Arrangement between the Applicant Company and Enrica Enterprises Private Limited and their respective shareholders & Creditors

Working on streamlining process for voting recommendations.

RELIANCE INDUSTRIES LIMITED


The audited financial statement of the Company for the financial year ended March 31, 2014, the reports of the Board of Directors and Auditors thereon; and




The audited consolidated financial statement of the Company for the financial year ended March 31, 2014






Annual General Meeting To appoint a Director in place of Shri Nikhil R.

Meswani (DIN: 00001620), who retires by rotation at this Annual General Meeting and being eligible has offered himself for re-appointment



Annual General Meeting To appoint Auditors M/s. Chaturvedi & Shah, and

and M/s. Rajendra & Co & to fix their remuneration




To appoint Smt. Nita M. Ambani (DIN: 03115198) as a Director of the Company




To appoint Shri Adil Zainulbhai (DIN: 06646490) as an Independent Director of the Company



Annual General Meeting To appoint Shri Yogendra P. Trivedi (DIN:

00001879) as an Independent Director of the Company




To appoint Prof. Ashok Misra (DIN: 00006051) as an Independent Director of the Company



Annual General Meeting To re-appoint Shri Mukesh D. Ambani (DIN:

00001695) as Managing Director of the Company




To re-appoint Shri P.M.S. Prasad (DIN: 00012144) as a Whole-time Director of the Company


Confidential

April to June' 2014


















6/20/2014 SYNDICATE BANK MANAGEMENT For ABSTAINApril to June' 2014



6/20/2014 TECH MAHINDRA LTD MANAGEMENT For FORApril to June' 2014

6/20/2014 TECH MAHINDRA LTD MANAGEMENT For FOR



To approve the payment of remuneration to non-executive directors not exceeding in aggregate one percent of the net profits of the Company




To approve the payment of remuneration to executive directors not exceeding in aggregate one percent of the net profits of the Company




To approve the remuneration of the Cost Auditors for the financial year ending March 31, 2015




To approve offer or invitation to subscribe to Non-Convertible Debentures on private placement




To adopt new Articles of Association of the Company containing regulations in conformity with the Companies Act, 2013


ORIENTAL BANK OF COMMERCE

Annual General Meeting To discuss, approve and adopt the Balance

Sheet of the Bank as at 31st March 2014, Profit and Loss Account of the Bank for the year ended 31st March 2014, the Report of the Board of Directors on the working and activities of the Bank for the period covered by the Accounts and the Auditors Report on the Balance Sheet and Accounts




To declare final dividend on equity shares for the financial year 2013-2014




To create, offer, issue and allot by way of a Qualified Institutional Placement (QIP) in terms of Chapter VIII of SEBI ICDR Regulations, such number of Equity Shares of the Bank to Qualified Institutional Buyers (QIB), to raise an amount not exceeding Rs. 500 crore (Rupees Five Hundred Crore only) at such time or times, at such price or prices including premium


HEIDELBERGCEMENT INDIA LIMITED


To Borrow money from time to time, any sum of money not exceeding Rs. 20,000 Million




To creation of mortgages/ charges/ property of the Company, from time to time for an amount not exceeding Rs. 20,000 Million



Annual General Meeting To receive, consider and adopt the Audited

Accounts of the company consisting of the Balance Sheet as at 31st December 2013 and the Profit & Loss Account for the financial year ended on that date including notes thereto together with the Reports of the Directors’ and Auditors’ thereon for the financial year ended 31st December 2013.




To appoint a Director in place of Mr. Daniel Robert Fritz who retire by rotation & being eligible offers himself for re-appointment




To re-appoint M/s BSR & Co. LLP, Chartered Accountants, as the Auditors of the company and to fix their remuneration.



Annual General Meeting Mr. Pradeep V Bhide, be and is hereby appointed

as an Independent Director of the Company




Mr. PG Mankad, be and is hereby appointed as an Independent Director of the Company




Mr. M S Krishna Kumar, be and is hereby appointed as an Independent Director of the Company




Re-appointment of Mr. Sushil Kumar Tiwari as an Wholetime Director of the Company


Annual General Meeting To consider and adopt the audited Balance Sheet

as at March 31, 2014 and Profit and Loss Account for the year ended on that date, the Reports of the Board of Directors on the working and activities of the bank for the period covered by the accounts and Auditors Reports on the Balance Sheet & accounts



To declare dividend for the financial Year 2013 - 2014



To create, offer, issue and allot by way of a Qualified Institutional Placement under Chapter VIII of ICDR Regulations, such number of Equity Shares of the Bank to Qualified Institutional Buyers as defined under Chapter VIII of ICDR Regulations, whether they be holders of the shares of the Bank or not/Rights issue under Chapter IV of ICDR Regulations to the existing shareholders, as may be decided by the Board in their discretion and permitted under the applicable laws and regulations, for an aggregate amount not exceeding Rs.1500 crore



Amalgamation and arrangement as embodied in the Scheme of Amalgamation and Arrangement under Sections 391 to 394 read with Section 52 of the Companies Act, 2013 (corresponding provision being Section 78 of the Companies Act, 1956) and Sections 100 to 104 of the Companies Act, 1956 of Mahindra Engineering Services Limited (“MESL”) with the Company and their respective shareholders and creditors (“Scheme of Amalgamation”) be and is hereby approved subject to any conditions as may be imposed by the Hon’ble High Court of Judicature at Bombay while sanctioning the Scheme of Amalgamation

the deal is part of a strategic reorganization of the company’s business.


Consent of the shareholdersof the Company be and is hereby accorded for the application and reduction of the securities premium account of the Company (including the securities premium recorded in the Company pursuant to amalgamation of MESL into the Company) in accordance with the Scheme of Amalgamation

the deal is part of a strategic reorganization of the company’s business.

Confidential

April to June' 2014

6/21/2014 Postal Ballot MANAGEMENT For FORApril to June' 2014

6/24/2014 ING VYSYA BANK LIMITED MANAGEMENT For ABSTAINApril to June' 2014












6/24/2014 TECH MAHINDRA LIMITED Postal Ballot MANAGEMENT For ABSTAINApril to June' 2014 6/25/2014 BANK OF BARODA MANAGEMENT For ABSTAIN Not Equipped to review the annual account

April to June' 2014

6/25/2014 BANK OF BARODA MANAGEMENT To declare final Dividend for the year 2013-14. For FOR payout largely in line with last yearApril to June' 2014


6/25/2014 MANAGEMENT To declare a dividend on equity shares For ABSTAINApril to June' 2014












6/25/2014 STATE BANK OF INDIA MANAGEMENT For ABSTAINApril to June' 2014


6/25/2014 STATE BANK OF INDIA MANAGEMENT For ABSTAIN


Coromandel International Limited to amalgamate Sabero Organics Limited with Coromandel International Limited (Company) and their respective Shareholders and Creditors, be and is hereby approved, subject to approval of Hon’ble High Court of Andhra Pradesh at Hyderabad and the Hon'ble High Court of Gujarat at Ahmedabad (Courts) on a going concern basis with effect from 1st April, 2014 or such other date as the Courts may decide.

The deal is part of the strategic reorganization of the company’s various lines of business. There will be no significant on the financials and leverage profile of Coromandel due to this merger.


To receive, consider and adopt the Balance Sheet as at 31 March 2014, Profit and Loss Account for the year ended on that date together with the Auditors’ Report thereon and the Directors’ Report attached thereto for that year.



To declare a dividend on equity shares for the year ended 31 March 2014.


Annual General Meeting To appoint a Director in place of Mr. Mark Edwin

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


Annual General Meeting To re-appoint M/s BSR & Co. LLP, Chartered

Accountants, as the Auditors of the Bank and authorize the Board of Directors to fix their remuneration.



Articles of Association of the Company be and is hereby amended by way of substitution of Article 28, Article 40 (e) and Article 75


HINDUSTAN ZINC LTD INR 2

Annual General Meeting To consider and adopt the Audited Financial

Statement of the Company for the financial year ended March 31, 2014, the reports of the Board of Directors and Auditors thereon.




To declare final dividend for the financial year 2013-2014.



Annual General Meeting To appoint a Director in place of Mr. Rajib Sekhar

Sahoo (DIN 02708503), who retires by rotation and, being eligible, offers himself for re-appointment as per Article 129 of the Articles of Association of the Company.



Annual General Meeting To appoint a Director in place of Ms. Shaukat Ara

Tirmizi (DIN 05137036), who retires by rotation and, being eligible, offers herself for re-appointment as per Article 129 of the Articles of Association of the Company.




To re-appoint the retiring Auditors M/s Deloitte Haskins & Sells LLP as Statutory Auditors of the Company



Annual General Meeting To approve extension in tenure of Mr. Akhilesh

Joshi as Chief Executive Officer & Whole-time Director of the Company up to 30th September, 2015,



Annual General Meeting M/s K.G. Goyal & Company the 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, 2015, be paid the remuneration as set out in the Statement annexed to the Notice convening this Meeting.


Approval of the Scheme of Amalgamation and Arrangement by public shareholders in accordance with the SEBI Circulars



To discuss, approve and adopt the Balance Sheet of the Bank as at 31st March 2014, Profit and Loss Account for the year ended 31st March 2014, lhe report of the Board of Directors on the working and activities of the Bank for the period covered by the Accounts and the Auditors' Report on the Balance Sheet and Accounts


HDFC BANK LIMITED FACE VALUE INR 2.00

Annual General Meeting To receive, consider and adopt the audited

Balance Sheet as at March 31, 2014, Profit and Loss Account for the year ended on that date and reports of the Board of Directors and Auditors thereon







To appoint a director in place of Mrs. Renu Karnad, who retires by rotation and, being eligible, offers herself for re-appointment




To appoint a director in place of Mr. Keki Mistry, who retires by rotation and, being eligible, offers himself for re-appointment



Annual General Meeting To appoint auditors M/s Delloitte Haskins & Sells

LLP of the Company and to fix their remuneration




Mr. Partho Datta be and is hereby appointed as an Independent Director of the Bank



Annual General Meeting Dr. Pandit Palande be and is hereby appointed

as an Independent Director of the Bank




Mr. Bobby Parikh be and is hereby appointed as an Independent Director of the Bank




Mr. A. N. Roy be and is hereby appointed as an Independent Director of the Bank




Mr. C. M. Vasudev be and is hereby appointed as an Independent Director of the Bank



Annual General Meeting Mr. Vijay Merchant be and is hereby appointed as

an Independent Director of the Bank




To create, issue, offer in the course of one or more public or private offerings in domestic or one or more international markets, or which upon exercise or conversion of all securities so issued and allotted could give rise to the issue of additional share capital of up to an aggregate value of INR 10,000 crore, (including green shoe option) at the relevant time(s) of issue of securities, such issue and allotment to be made at such times, in one or more tranches at such price or prices, at a discount, equal to or at a premium to market price or prices



Annual General Meeting Acquiring and holding equity shares of the Bank,

by the Foreign Institutional Investors (FIIs), Foreign Direct Investment covering ADRs / GDRS and indirect foreign investment up to an aggregate limit of 74% of the paid up equity share capital of the Bank



To elect four Directors to the central Board of the Bank under the provision of section 19 (c ) of the State Bank of India Act 1955.



To grant, offer, issue & allot, in one or more tranches, to such employees, whether working in India or outside indiam which expression shall include the Chairman & Managing Director of the Bank (The Employees) as may be decided by the Board, upto 55,56,490 or such number of equity shares of rs. 10/- each, ranking pari-passu with existing number of shares



To Elect four Directors to the Central Board of the Bank


Confidential

April to June' 2014


















6/26/2014 ALLAHABAD BANK LIMITED MANAGEMENT For ABSTAINApril to June' 2014

6/26/2014 MRF LIMITED Postal Ballot MANAGEMENT For ABSTAINApril to June' 2014



6/27/2014 INDUSIND BANK LTD MANAGEMENT For ABSTAINApril to June' 2014


6/27/2014 INDUSIND BANK LTD MANAGEMENT For ABSTAIN

Extra ordinary General Meeting To Grant, Offer, issue & allot, in one or more

tranches, as may decided by the board up to 5556490 or such number of equity shares of Rs. 10/- each


ASIAN PAINTS LIMITED FV INR 1

Annual General Meeting To receive, consider and adopt the financial

statements of the Company for the year ended 31st March, 2014 together with the Reports of the Board of Directors and Auditors thereon



Annual General Meeting To consider and declare payment of final

dividend and confirm the interim dividend of Rs. 1.10 (Rupee one and paise ten only) per equity share, declared and paid during the financial year ended 31st March, 2014



Annual General Meeting Shri Amar Vakil (DIN: 00009252), a Director liable

to retire by rotation, does not wish to seek re-appointment as a Director of the Company



Annual General Meeting M/s. Shah & Co and M/s. B S R & Co. LLP, be

and are hereby appointed as Joint Statutory Auditors of the Company & to fix their remuneration




Shri Malav Dani be and is hereby appointed as a Director of the Company, liable to retire by rotation




Ms. Amrita Vakil be and is hereby appointed as a Director of the Company, liable to retire by rotation




Shri Dipankar Basu be and is hereby appointed as an Independent Director on the Board of Directors of the Company




Shri Mahendra Shah be and is hereby appointed as an Independent Director on the Board of Directors of the Company




Shri Deepak M. Satwalekar be and is hereby appointed as an Independent Director on the Board of Directors of the Company




Dr. S. Sivaram be and is hereby appointed as an Independent Director on the Board of Directors of the Company




Shri S. Ramadorai be and is hereby appointed as an Independent Director on the Board of Directors of the Company




Shri M.K. Sharma be and is hereby appointed as an Independent Director on the Board of Directors of the Company




Mrs. Vibha Paul Rishi be and is hereby appointed as an Independent Director on the Board of Directors of the Company




Re-appointment of Shri K.B.S. Anand as the Managing Director & CEO of the Company




Payment of remuneration by way of commission in addition to the sitting fees for attending the meetings of the Board of Directors and/or Committees thereof, as the Board of Directors may determine from time to time as remuneration computed on the basis of the net profits of the Company, calculated in accordance with the provisions of Section 198 of the Companies Act, 2013, for each financial year, not exceeding one (1) percent of the net profits of the Company



Annual General Meeting M/s. RA & Co., Cost Accountants (Firm

Registration Number 000242) appointed as the Cost Auditors of the Company for audit of the cost accounting records of the Company for the financial year ending 31st March, 2015, be paid remuneration amounting to Rs. 6,00,000 (Rupees six lacs only) excluding out of pocket expenses, if any



To discuss, approve and adopt the Balance Sheet, Profit & Loss Account of the Bank as at and for the year ended 31st March, 2014, the Report of the Board of Directors on the working and activities of the Bank for the period covered by the Accounts and the Auditors’ Report on the Balance Sheet and Accounts


To borrow (excluding temporary loans obtained from the Banks in the ordinary course of business) for the purpose of the business of the Company, such sum(s) of money (in foreign currency or Indian rupee) from time to time with or without security on such terms and conditions as the Board of Directors may deem fit, notwithstanding that the money or monies to be borrowed by the Company together with the money already borrowed and remaining outstanding at any time may exceed the aggregate of the paid up capital and free reserves of the Company provided however that the money or monies to be borrowed by the Company together with the money already borrowed shall not, at any time exceed Rs. 4000 crore (Rupees Four thousand crore only)


To create such mortgages/ charges/ hypothecation in addition to the mortgages/ charges/ hypothecation created/ to be created by the Company or executing a declaration of a trust or other appropriate document on such terms and conditions as the Board may think fit, on the whole orsubstantially the whole of the Company’s undertakings or any part thereof, including the present and future properties, whether movable or immovable and assets of all kinds of the Company, both present and future, to or in favour of Financial institution(s), bank(s) and/ or any other person or entity and/ or the agents or trustees of the debenture holders to secure the borrowings availed/ to be availed by the Company and/or its Subsidiary Companies by way of loan (in foreign currency and/ or Indian Rupee) and/ or securities (comprising fully/ partly convertible debentures and/ or non-convertible debentures) or other instruments issued/ to be issued by the Company and/ or its subsidiary Companies from time to time for an amount not exceeding Rs. 4000 crore (Rupees Four thousand crore only) together with interest, costs, charges, expenses, remuneration of trustees and all other monies payable


Company be and is hereby accorded to invite/ accept/ renew from time to time unsecured/ secured deposits from public and/ or members of the Company upto permissible limits as prescribed under Rule 3(4) of the Companies (Acceptance of Deposits) Rules, 2014


Annual General Meeting To receive, consider and adopt the Balance

Sheet as at March 31, 2014 and the Profit and Loss Account for the yearended on that date together with the Reports of the Directors and Auditors thereon.



To declare Dividend for the year ended March 31, 2014.


Annual General Meeting To appoint a Director in place of Mr. Ajay Hinduja,

Non-executive Director (DIN 00642192), who retires by rotationand, being eligible, offers himself for re-appointment.


Confidential

April to June' 2014







6/27/2014 Postal Ballot MANAGEMENT For ABSTAINApril to June' 2014



6/27/2014 Postal Ballot MANAGEMENT Borrowing powers of the Board For ABSTAINApril to June' 2014

6/27/2014 Postal Ballot MANAGEMENT Creation of Charges on the Company’s properties For ABSTAINApril to June' 2014


6/27/2014 AXIS BANK LTD MANAGEMENT For ABSTAIN

Not Equipped to review the annual account

April to June' 2014

6/27/2014 AXIS BANK LTD MANAGEMENT For FORApril to June' 2014







6/27/2014 AXIS BANK LTD MANAGEMENT For ABSTAINApril to June' 2014


6/27/2014 AXIS BANK LTD MANAGEMENT For ABSTAIN


M/s. B SR & Co. LLP, Chartered Accountants, Mumbai, (Firm’s Regn. No. 101248W) be and are hereby appointed as theStatutory Auditors of the Bank to hold office from the conclusion of this Annual General Meeting until theconclusion of the next Annual General Meeting at such remuneration and on such terms and conditions as may befixed by the Board of Directors based on the recommendations of the Audit Committee



Appointment of Mr. T. Anantha Narayanan as Independent Director



Appointment of Mr. S. C. Tripathi as Independent Director



Appointment of Mr. Ashok Kini as Independent Director



Appointment of Mrs. Kanchan Chitale as Independent Director



Appointment of Mr. Vijay Vaid as Independent Director


TATA MOTORS LIMITED FACE VALUE 2

Approval for payment of minimum remuneration to Mr Ravindra Pisharody, Executive Director (Commercial Vehicles) in case of inadequacy of profits and ratification of the excess remuneration paid for the financial year ended March 31, 2014



Approval for payment of minimum remuneration to Mr Satish Borwankar, Executive Director - (Quality) in case of inadequacy of profits and ratification of the excess remuneration paid for the financial year ended March 31, 2014



Approval and ratification of the excess remuneration paid to (late) Mr Karl Slym, Managing Director/ his legal heir in view of inadequacy of profits for the financial year ended March 31, 2014







To offer or invite for Subscription of Non-Convertible Debentures on private placement basis


Annual General Meeting To receive, consider and adopt the Balance

Sheet as at 31st March, 2014, Profit & Loss Account and Cash flow statement for the year ended 31st March, 2014 and the Reports of Directors and Auditors thereon.


To appoint a Director in place of Shri K. N. Prithviraj, who retires by rotation and, being eligible, offers himself for re-appointment as a Director.

SUUTI holds 11.7% of the bank’s equity. K N Prithviraj is the Administrator of the Specified Undertaking of the Unit Trust of India (SUUTI). Axis Bank has classified him as a promoter director.

Annual General Meeting To appoint a Director in place of Shri V.

Srinivasan, who retires by rotation and, being eligible, offers himself for re-appointment as a Director.

The reappointment of V. Srinivasan is in line with all the statutory requirements

Annual General Meeting To declare a dividend on the Equity Shares of the

Bank.

The pay-out ratio is 17.7% which is lower than most peers (ICICI Bank is 29.4%, HDFC Bank 22.7%).


S. R. Batliboi & Co. LLP, Chartered Accountants, Mumbai, ICAI Registration Number 301003E, be and are hereby appointed as the Statutory Auditors of the Bank in place of Deloitte Haskins & Sells, the retiring Auditors of the Bank, to hold office from the conclusion of the Twentieth Annual General Meeting until the conclusion of the Twenty Fourth Annual General Meeting subject to approval of the Reserve Bank of India each year and ratification at every annualgeneral meeting, on such remuneration as may be approved by the Audit Committee of the Board

Deloitte Haskins & Sells have been the statutory auditors for four consecutive years, which is the maximum term for statutory auditors of banking companies. The appointment of S. R. Batliboi & Co. LLP is in-line with the statutory requirements.


Smt. Usha Sangwan, who was appointed as an Additional Director at the meeting of the Board ofDirectors held on 17th October, 2013 and who holds office as such upto the date of this Annual General Meeting and in respect of whom notice under Section 160 of the Companies Act, 2013 and Smt. Usha Sangwan as a candidate for the office of Director of the Bank is hereby appointed as aDirector of the Bank, liable to retire by rotation

Life Insurance Corporation (LIC) holds 13.6% of the bank’s equity. Usha Sangwan is a Managing Director at LIC. Axis Bank has classified her as a promoter director


Subject to the approval of the Reserve Bank of India and such other statutory authorities as may be required, remuneration for Dr. Sanjiv Misra be revised as under with effect from 8th March, 2014 and Remuneration to be paid on monthly basis and is inclusive of running and maintenance of office and other utility expenses

Dr. Misra is a SUUTI nominee. The proposed terms of remuneration are similar to that paid in FY14 and comparable with pay to peers.


Subject to approval of the Reserve Bank of India, approval of the Members of the Bank is hereby given for revising the remuneration by way of salary, allowances and perquisites payable to Smt. Shikha Sharma, Managing Director & CEO of the bank, with effect from 1st June, 2014

Shikha Sharma’s proposed remuneration is comparable to industry peers and is commensurate with the growth in the financial performance of the bank over the last few years


Subject to approval of the Reserve Bank of India, approval of the Members of the Bank is herebygiven for revising the remuneration by way of salary, allowances and perquisites payable to Shri Somnath Sengupta, Executive Director & Head (Corporate Centre) of the bank, with effect from 1st June, 2014,



Subject to approval of the Reserve Bank of India, approval of the Members of the Bank is herebygiven for revising the remuneration by way of salary, allowances and perquisites payable to Shri V. Srinivasan, Executive Director & Head (Corporate Banking) of the bank, with effect from 1st June, 2014



Approval of the members of the Bank be and is hereby accorded for amendment in the exercise period from 3 years to 5 years from the date of vesting of options, in respect of options granted with effect from April, 2014 onwards.


Confidential

April to June' 2014


















6/27/2014 MANAGEMENT Appointment of Branch Auditors For ABSTAINApril to June' 2014









6/30/2014 ICICI BANK LIMITED MANAGEMENT For ABSTAINApril to June' 2014

6/30/2014 ICICI BANK LIMITED MANAGEMENT To declare dividend on preference shares For ABSTAINApril to June' 2014

6/30/2014 ICICI BANK LIMITED MANAGEMENT To declare dividend on equity shares. For ABSTAINApril to June' 2014






6/30/2014 ICICI BANK LIMITED MANAGEMENT For ABSTAIN


Accorded to the borrowings by the Bank from time to time, subject to any restriction imposed by the terms of the agreements as may have been entered into or may be entered into from time to time for grant of any assistance to the Bank, of all moneys deemed by them to be required or proper for the purpose of carrying on business of the Bank; provided however, that the total amount of such borrowings outstanding at any time shall not exceed `1,00,000 crores, notwithstanding that the moneys to be borrowed together with the moneys already borrowed by the Bank


Annual General Meeting The Board of Directors be and is hereby

authorised to delegate all or any of its powers herein conferred to any Committee or any one or more executives of the Bank.



The Board of Directors of the Bank (which expression also includes a Committee thereof) be and is hereby authorized to make appropriate adjustments due to the sub-division of Equity Shares as aforesaid, to stock options which have been granted to employees of the Bank under its employee stock option scheme pursuant to the Securities and Exchange Board of India


Annual General Meeting Subject to such other approval(s), consent(s),

permission(s) and sanction(s) as may be necessary from the concerned Statutory Authority(ies), including the Reserve Bank of India


Annual General Meeting The Board of Directors of the Bank (which

expression shall also include a Committee thereof) be authorised to take such steps as may be necessary including the delegation of all or any of its powers herein conferred to any director(s), the Company Secretary


TATA CONSULTANCY SERVICES LIMITED


To receive, consider and adopt the Audited Statement of Profit and Loss for the year ended March 31, 2014 andthe Balance Sheet as at that date together with the Reports of the Board of Directors and the Auditors thereon.



Annual General Meeting To confirm the payment of Interim Dividends on

Equity Shares and to declare a Final Dividend on Equity Sharesfor the financial year 2013-14



Annual General Meeting To declare Dividend on Redeemable Preference

Shares for the financial year 2013-14




To appoint a Director in place of Mr. Phiroz Vandrevala, who retires by rotation and, being eligible, offershimself for re-appointment




Deloitte Haskins &Sells LLP, Chartered Accountants be and is hereby re-appointed asAuditors of the Company & to fix their remuneration




Appointment of Mr. V. Thyagarajan as an Independent Director of the Company




Appointment of Prof. Clayton M. Christensen as an Independent Director of the Company




Appointment of Dr. Ron Sommer as an Independent Director of the Company




Appointment of Mr. O. P. Bhatt as an Independent Director of the Company




Appointment of Dr. Vijay Kelkar as an Independent Director of the Company




Appointment of Mr. Aman Mehta as an Independent Director of the Company




Payment of Commission to Non Whole-time Directors of the Company







To receive, consider and adopt the Audited Statement of Profit and Loss for the financial year ended 31st March,2014, the Balance Sheet as at that date and the Reports of the Directors and Auditors thereon.



Annual General Meeting To confirm the payment of Interim Dividend and

to declare a Final Dividend on equity shares for the financial year ended 31st March, 2014.




To elect and appoint Directors in place of those retiring by rotation.




To appoint M/s. BSR & Co. LLP, Chartered Accountants, as Statutory Auditors of the Company & to fix their remuneration



Annual General Meeting Mr. Aditya Narayan, be and is hereby appointed

as an Independent Director of the Company




Mr. S. Ramadorai, be and is hereby appointed as an Independent Director of the Company




Mr. O. P. Bhatt, be and is hereby appointed as an Independent Director of the Company




Dr. Sanjiv Misra , be and is hereby appointed as an Independent Director of the Company



To receive, consider and adopt the audited Profit and Loss Account for the financial year ended March 31, 2014 and Balance Sheet as at that date together with the Reports of the Directors and the Auditors






Annual General Meeting To appoint a director in place of Mr. K.

Ramkumar (DIN: 00244711), who retires by rotation and, beingeligible, offers himself for re-appointment



B S R & Co. LLP be appointed as statutory auditors of the Company & to fix their remuneration


Annual General Meeting To appoint branch auditors, as and when

required, in consultation with the statutory auditors, to audit the accounts in respect of the Company’s branches/offices outside India and to fix their terms and conditions of appointment and remuneration



Mr. V. K. Sharma be and is hereby appointed as an independent Director of the Company


Annual General Meeting Mr. Rajiv Sabharwal (DIN: 00057333),

be re-appointed as a wholetime Director (designated as Executive Director) of the Company



Substituition Articles of Association of the Company Article 56(d) & Article 113(b)


Confidential

April to June' 2014



6/30/2014 PUNJAB NATIONAL BANK MANAGEMENT For ABSTAINJuly to September' 2014 02-Jul-14 Postal Ballot MANAGEMENT For Abstain

July to September' 2014 02-Jul-14 Postal Ballot MANAGEMENT For Abstain

July to September' 2014 02-Jul-14 UNITED SPIRITS LIMITED Postal Ballot MANAGEMENT For Abstain

July to September' 2014 03-Jul-14 STATE BANK OF INDIA MANAGEMENT For Abstain Abstained as per Proxy Voting Policy

July to September' 2014 03-Jul-14 JM FINANCIAL LIMITED MANAGEMENT For Abstain Abstained as per Proxy Voting Policy

July to September' 2014 03-Jul-14 JM FINANCIAL LIMITED MANAGEMENT To declare final dividend For Abstain

July to September' 2014 03-Jul-14 JM FINANCIAL LIMITED MANAGEMENT For Abstain










Borrowings by the Board of Directors of the Company from time to time, of all moneys deemed by them to be requisite or proper for the purpose of carrying on the business of the Company, so however, that apart from deposits accepted in the ordinary course of business, temporary loans repayable on demand or within six months from the date of the loan or temporary loans, if any,obtained from the Company’s bankers, the total amount of such borrowings outstanding at any time shall not exceed Rs. 250,000 crore



Borrowings by the Board of Directors of the Company from time to time, by way of securities including but not limited to bonds and non-convertible debentures upto Rs. 100,000 crore


Annual General Meeting To discuss, approve and adopt the Audited

Balance Sheet of the Bank as at 31st March 2014, Profit and Loss Account of the Bank for the year ended 31st March 2014, 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.


SHRIRAM TRANSPORT FINANCE CO. LTD

Creation of security in respect of borrowings, to secure debentures, loans, hire purchase and / or lease portfolio management tranaction(s) for finance & other credit facilities upto sum not exceeding Rs. 75000 Crores

Policy and procedures for proxy voting was being modified to align with the revised norms mandated by SEBI vide its circular dated March 24, 2014.


Selling, Assigning, securitizing receivables - Concent of the company be and is hereby accorded to the board of Directors of the company or its committee as may be authorised by the board of the directors to sell / assign / securitize receivables of hypothecation / hire purchase / lease / loan agreements / contracts due from the hires / lessees / loanee / borrower of the Company from time to time provided that the aggregate amounts of such transactions to sell / assign / securitize receivables shall not exceed Rs 30,000 crores.


Sale and transfer of the entire issued share capital of Whyte and Mackay Group Limited that is presently owned by United Spirits Limited



To receive, discuss and adopt the Balance Sheet and the Profit and Loss Account of the state bank made up to the 31st day of March 2014, the report of the central board on the working and activities of the state bank for the period covered by the Accounts and the Auditors report on the balance sheet and accounts.


To receive, consider and adopt the audited Balance Sheet as at March 31, 2014 and the Statement of Profit and Loss for the year ended on that date, both on Standalone and Consolidated basis together with the reports of the Board of Directors and the Auditors thereon




To appoint Auditors M/s. Khimji Kunverji & Co. and fixed their remuneration



Mr. Paul Zuckerman be and is hereby appointed as an Independent Director of the Company to hold office for five consecutive years



Act, Dr. Vijay Kelkar be and is hereby appointed as an Independent Director of the Company to hold office for five consecutive years



Mr. E A Kshirsagar be and is hereby appointed as an Independent Director of the Company to hold office for five consecutive years



Mr. Darius E Udwadia be and is hereby appointed as an Independent Director of the Company to hold office for five consecutive years



Mr. Keki Dadiseth be and is hereby appointed as an Independent Director of the Company to hold office for five consecutive years



Articles of Association of the Company be and are hereby altered by inserting the following new Article 143 A after the existing Article 143


JINDAL STEEL AND POWER LIMITED

To borrow moneys, from time to time, whether as rupee loans, foreign currency loans, debentures, bonds and / or other instruments or non fund based facilities or in any other form from the Banks, Financial institutes, Investment Institutes Mutual funds , Trust, Other bodies Corporate or from any other sourc, located in India or Abroad, whether secured or unsecured, on such terms and conditions as may be considered suitable by the board of Directors up to an amount, the aggregate outstanding of which should not exceed, at any given time, Rs 50000 crores.



Consent of the company be and is hereby given to the board of Directors for creation of Mortgage / hypothecation / pledge / charge / security in any form or manner on the properties of the cmpany whether tangible , intangible or otherwise, both present or future, in favour of lenders including Bank, financial institutions, Inventment Institutions, Mutual funds, trusts, other Bodies Corporate, Trustees for holder of debentures, bond and / or other insturments to secure all credit facilities including rupee loans, foreign currency loans, debentures bonds and / or other insturments or non fund based facilities availed / to be availed by the company.


Confidential





July to September' 2014 09-Jul-14 MANAGEMENT For Abstain Abstained as per Proxy Voting Policy

July to September' 2014 09-Jul-14 MANAGEMENT For Abstain










July to September' 2014 10-Jul-14 BANK OF INDIA MANAGEMENT For Abstain Abstained as per Proxy Voting Policy

July to September' 2014 10-Jul-14 BANK OF INDIA MANAGEMENT For Abstain

July to September' 2014 10-Jul-14 BANK OF INDIA MANAGEMENT For Abstain

July to September' 2014 10-Jul-14 IDEA CELLULAR LIMITED MANAGEMENT For Abstain


To borrow moneys by issuances of redeemable Non-Convertible Debentures, whether secured or unsecured, to Financial Institutions, Mutual funds, Banks, Bodies Corporate, persons etc. whether Indian or foreign, on private placement basis, in one or more tranches, on such terms and conditions as it may consider proper, up to an amou nt, the aggregate outstanding of which should not exceed, at any given time, Rs 10,000 crores.



Giving of Loans / Guarantees, Providing of securities and Making of Investments in securities.



Appointment of Directors on the Board up to number of 18



Appointment of Shri. K Rajagopal, Group CFO And Directors as Wholetime Directors.




To receive, consider and adopt the audited Balance Sheet of the Company as at March 31, 2014 and the Profit & Loss Account for the year ended on that date together with the notes forming part of the accounts and annexure thereto and reports of the Board of Directors and the Auditors thereon



To declare dividend on equity shares for the financial yead ended March 31,2014




To appoint a Director in place of Mr. Arun Duggal, who retire by rotation & eligible, offer himself for reappointment




To appoint M/s. S.R. Batliboi & Associates LLP & G D Apte & Co jointly as Auditors of the Company at a remuneration of Rs. 85,00,000 & Rs. 42,50,000 respectively




Mr. M. S. Verma not be re - appointed as a Director, be retired & not be re -appointed




Mr. S M Bafna, be and is hereby appointed as an Independent Director of the Company liable to retire by rotation




To Change the status / category/ tenure of appointment of Mr. Puneet Bhatia from 'Director not liable to retire by rotation' to 'the Director liable to retire by rotation




Mr. Geritt Lodewyk Van Heerde, be and is hereby appointed as a Director of the Company liable to retire by rotation




To Mortgage, charge, hypothecation or lien or pledge or otherwise company’s assets & properties, at any point of time shall not exceed Rs. 60000 Crores




To make offer, invitation(s) to subscribe & issue Redeemable Non - Convertible, subordinated Debentures, bonds, commercial papers or any other debt Securities in one or more tranches




Alteration of Articles of Association of the Company



To discuss, approve and adopt the Audited Balance Sheet as at 31st March 2014, Profit and Loss Account of the Bank for the year ended 31st March 2014, Report of the Board of Directors on the working and activities of the Bank for the period covered by the Accounts and the Auditors’ Report on the Balance Sheet and Accounts


To confirm payment of Interim Dividend declared and paid for the Financial Year ended 31st March 2014



To create, offer, issue and allot (including with provision for reservation on firm allotment and/or competitive basis of such part of issue and for such categories of persons as may be permitted by the law then applicable) by way of an offer document/ prospectus or such other document, in India or abroad (i) Upto 14 Crore equity shares of the face value of Rs. 10 each for cash at such premium which together with the existing Paid-up Equity share capital shall be within the total authorized capital of Rs.3000 crore of the bank & (ii) for making offer(s) or invitation(s) to subscribe to perpetual debt instruments in accordance with the guidelines framed by RBI, Non-Convertible Debentures including but not limited to Subordinated Debentures, bonds, Perpetual Non Cumulative Preference Shares and /or other debt securities/ Preference Shares, etc., on a private placement basis, in one or more tranches which may classify for TIER I or TIER II Capital as identified and classified by RBI or such other authority for an amount not exceeding Rs. 5745 Crore



To Create, offer, issue & allot up to 51838540 equity shares of the face value of rs. 10/- each for a cash at an issue price of Rs. 144.68 per equity share, aggregating upto Rs. 7500 million, to Axiata Investments 2 (India) Limited

Fund Manager voted in "favour", however proxy vote could not get casted due to operational reasons.

Confidential

July to September' 2014 10-Jul-14 ECLERX SERVICES LIMITED MANAGEMENT For Abstain Abstained as per Proxy Voting Policy

July to September' 2014 10-Jul-14 ECLERX SERVICES LIMITED MANAGEMENT For Abstain













July to September' 2014 11-Jul-14 SESA STERLITE LIMITED MANAGEMENT For Abstain Abstained as per Proxy Voting Policy

July to September' 2014 11-Jul-14 SESA STERLITE LIMITED MANAGEMENT For Abstain Abstained as per Proxy Voting Policy

July to September' 2014 11-Jul-14 SESA STERLITE LIMITED MANAGEMENT For Abstain











To receive, consider, approve and adopt the audited Financial Statements of the Company comprising of the Balance Sheet as at March 31, 2014, the Statement of Profit & Loss Account and the Cash Flow Statement for the year ended on that date together with the notes forming part of the accounts and annexure thereto and reports of the Board of Directors and the Auditors thereon


To declare dividend for the year ended March 31, 2014



To appoint a Director in place of Anjan Malik, who retires by rotation and being eligible, offers himself for re-appointment



To appoint M/s. S.R. Batliboi & Associates LLP as Statutory Auditors of the Company and to fix their remuneration



The fees of Rs.10/- per page of the document payable by the shareholders for delivery of any document through a particular mode to the Members of the Company be and is hereby approved



Nityanath Ghanekar, be and is hereby appointed as Non- Executive Independent Director of the Company to hold office for a term up to March 31, 2019, not liable to retire by rotation



Deepa Kapoor be and is hereby appointed as Non-Executive Independent Director of the Company to hold office for aterm up to March 31, 2019, not liable to retire by rotation



Pradeep Kapoor (holding DIN 00053199), an existing Non- Executive Independent Director of the Company as Non-Executive Independent Director under the Act and other relevant rules for a term up to March 31, 2019, not liable to retire by rotation



Anish Ghoshal (holding DIN 00276807), an existing Non-Executive Independent Director of the Company as Non-Executive Independent Director under the Act and other relevant rules for a term up to March 31, 2019, not liable to retire by rotation



Vikram Limaye (holding DIN 00488534), an existing Non- Executive Independent Director of the Company as Non-Executive Independent Director under the Act and other relevant rules for a term up to March 31, 2019, not liable to retire by rotation



Biren Gabhawala (holding DIN 03091772), an existing Non-Executive Independent Director of the Company as Non-Executive Independent Director under the Act and other relevant rules for a term up to March 31, 2019, not liable to retire by rotation



Alok Goyal (holding DIN 05255419), an existing Non- Executive Independent Director of the Company as Non-Executive Independent Director under the Act and other relevant rules for a term up to March 31, 2019, not liable to retire by rotation



To borrow from time to time any sum or sums of monies, in one or more tranches, for an aggregate amount not exceeding at any time, Rs. 5,000 (Rupees Five Thousand Million only), over and above aggregate of its then applicable paid up share capital and free reserves



Creation of charge on movable and immovable properties of the Company, both present and future, such charges, mortgages or hypothecations are created, shall not, at any time exceed the limit of Rs. 5,000 Million (Rupees Five Thousand Million) only over and above the aggregate of Company's then applicable paid-up share capital and free reserves



The Audited Financial Statements of the Company for the financial year March 31, 2014


The Audited Consolidated Financial Statements of the Company for the financial year March 31, 2014


Declaration of final dividend and to confirm the interim dividend of Rs. 1.50 paid during the financial year ended March 31, 2014



To appoint a director in place of Mr. G.D Kamat who retires by rotation and being eligible offers himself for reappointment



To appoint a director in place of Mr.Ravi Kant who retires by rotation and being eligible offers himself for reappointment.



To appoint Auditors M/s. Deloitte Haskins & Sells LLP and fix their remuneration



To re-appoint Mr. Mahendra Singh Mehta as Whole- Time Director, designated as Chief Executive Officer (CEO) of the Company



To appoint Mr.Thomas Albanese as Whole-Time Director, designated as Chief Executive Officer (CEO) of the Company



To appoint Mr. Tarun Jain as Whole-Time Director of the Company



To appoint Mr. Din Dayal Jalan as Whole-Time Director, designated as Chief Financial Officer of the Company



To consider payment of Commission to Independent / Non-Executive Directors of the Company



To consider payment of Commission to Independent / Non-Executive Directors of the Company and erstwhile Sterlite Industries (India) Limited


Confidential


July to September' 2014 11-Jul-14 Postal Ballot MANAGEMENT For FOR




July to September' 2014 14-Jul-14 MANAGEMENT For ABSTAIN Abstained as per Proxy Voting Policy

July to September' 2014 14-Jul-14 MANAGEMENT For FOR


July to September' 2014 14-Jul-14 MANAGEMENT For AGAINST









July to September' 2014 15-Jul-14 MANAGEMENT To declare a dividend For FOR




To approve the appointment & remuneration of the Cost Auditors for the financial year ending March 31, 2015


LARSEN AND TOUBRO LIMITED

Creation of charge on the Total Assets of the Company to secure its borrowings

L&T’s bank facilities are rated CRISIL AAA / Stable / CRISIL A1+, which denotes highest degree of safety regarding timely servicing of financial obligations. The terms of borrowing, interest rates etc. for secured loans tend to be better than those for unsecured loans, which is beneficial for the company


Issue of equity shares through Qualified Institutional Placement(QIP), Convertible Bonds, through Depository Receipts of an amount not exceeding Rs. 3600 Crore or US$600 million whichever is higher

Based on current market price, the issuance will result in a marginal dilution of 2.3% for minority shareholders. The capital infusion will help L&T fund its growth and expansion plans.


Private placement of Non-Convertible Debentures for an amount not exceeding Rs. 6000 Crore

This is an enabling resolution. The issuance of non-convertible debentures on private placement basis will be within the overall borrowing limit of the company


Alteration of Articles of Association of the Company

L&T proposes to amend the Articles of Association (AoA) to delete/amend the references to various sections and schedules to the Companies Act, 1956 and substitute them with the provisions of Companies Act, 2013.

TVS MOTOR COMPANY LIMITED


Audited balance sheet as at 31st March 2014, the statement of profit and loss and cash flow statement including 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



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

H Lakshmanan’s reappointment is in line with all statutory requirements



M/s V. Sankar Aiyar & Co. be and are hereby appointed as statutory auditors of the Company of the Company & to fix their remuneration

TVS Motor proposes to re-appoint V Sankar Aiyar & Co. as the statutory auditor. The reappointment is line with the provisions of section 139 of the Companies Act 2013.



Retirement of Mr K S Bajpai (holding DIN 00195135), director who does not offer himself for appointment, be not filled up

We observed that in case the vacancy created due to retirement of KS Bajpai is not filled, the board will fell short of minimum requirement of 50% independent director. Therefore, the company needs to fill the vacancy by appointing an independent director in such case.



Remuneration of Rs. 5 Lakhs, in addition to reimbursement of travel and out-of-pocket expenses, payable to Mr A N Raman, practising cost accountant

The reappointment of AN Raman as cost auditors, for a remuneration of Rs. 500,000 is in line with the statutory requirements



Mr T Kannan (holding DIN 00040674), be and is hereby appointed as a non-executive and independent director of the Company

T Kannan has been on the board of TVS Motor for the past 14 years. We do not consider him as independent and recommends voting AGAINST his reappointment



Mr C R Dua (holding DIN 00036080) be and is hereby appointed as a non-executive and independent director of the Company

CR Dua has been on the board of TVS Motor for the past 13 years. We do not consider him as independent and recommends voting AGAINST his reappointment



Mr Prince Asirvatham (holding DIN 00193260) be and is hereby appointed as a non-executive and independent director of the Company

Prince Asirvatham’s reappointment is in line with all statutory requirements



Mr R Ramakrishnan (holding DIN 00809342) be and is hereby appointed as a nonexecutive and independent director of the Company

R Ramakrishnan’s reappointment is in line with all statutory requirements



Mr Hemant Krishan Singh (holding DIN 06467315) be and is hereby appointed as a non-executive and independent director of the Company

Hemant Krishan Singh’s reappointment is in line with all statutory requirements



Approval be and is hereby accorded for the proposed variation in certain perquisites payable to Mr Sudarshan Venu, Whole-Time director of the Company

The increase/alteration in perquisites is not computable. However, reviewing the information provided we believe that the alternation/increase in perquisites will have a negligible impact on the remuneration paid to Sudarshan Venu

TATA SPONGE IRON LIMITED


To receive, consider and adopt the Audited Statement of Profit and Loss for the year ended 31st March, 2014and the Balance Sheet as at that date together with the Report of the Board of Directors and the Auditors'Report thereon



Tata Sponge Iron Ltd (TSIL) proposes to pay a dividend of Rs 10 per share of FV Rs 10 (100%). Total cash outgo on account of dividend and dividend tax will be Rs 180 mn, showing an 25% increase over the previous year’ Rs 144 mn. TSIL has maintained a dividend payout ratio of around 20% in last three years



To appoint a Director in place of Mr. Sundararamam Dwaraka Bhamidipati (holding DIN 06437027), who retiresby rotation and being eligible offers himself for re-appointment

Reappointment of Sundararamam Dwaraka Bhamidipati is in line with all the statutory requirements



To appoint auditors Messrs Deloitte, Haskins & Sells, of the Company and to fix their remuneration

TSIL proposes to reappoint Deloitte Haskins & Sells as statutory auditors: Deloitte Haskins & Sells is part of the Deloitte Touche Tohmatsu audit network. Prior to appointing Deloitte Haskins & Sells, the company’s auditors were SB Billimoria & Co: they are also part of the Deloitte Touche Tohmatsu audit network. Therefore, audit firms belonging to the Deloitte Touche Tohmatsu have been TSIL’s statutory auditors for the past 22 years. The reappointment is not in line with the spirit of section 139 of the Companies Act 2013.

Confidential










July to September' 2014 16-Jul-14 MANAGEMENT To declare dividend on equity shares For FOR







To ratify remuneration of Cost Auditors M/s. Shome & Banerjee, Cost Accountants, having RegistrationNo.000001, for carrying out cost audit with respect to manufacturing of Sponge Iron and generation of power at Joda,for the year 2014-15 as approved by the Board in its meeting held on 28th April, 2014, be and is hereby ratified

The approval of shareholders - for payment of Rs 1,50,000 (excluding taxes, cess) as remuneration to the cost auditors of the company is sought in order to ensure compliance with Companies Act 2013; for carrying out cost audit with respect to manufacturing of sponge iron and generation of power at Joda for financial year 2015



To appoint Mr. Dipak Kumar Banerjee as Independent Director of the Company

Dipak Kumar Banerjee is on the board of the company for over 10 years (tenure: 11 years). We view him as non-independent and recommends voting AGAINST the reappointment



To appoint Mr. Manoj Thankachan Thomas as Independent Director of the Company

Reappointment of Manoj Thankachan Thomas is in line with all the statutory requirements



To appoint Mr. Ranganath Raghupathy Rao as Director of the Company

Reappointment of Raghupathy Rao is in line with all the statutory requirements

POWER GRID CORPORATION OF INDIA LIMITED

To raise funds upto Rs. 13,500crore, during the Financial Year 2014-15 from domestic market in upto eight tranches / offers and each tranche / offer shall be of Rs. 500crore / Rs.1000crore of Bonds with Green Shoe Option, by way of private Placement of secured / unsecured, nonconvertible, non-cumulative, redeemable, taxable / tax-free Bonds

In FY14, the company spent around Rs.223 bn towards capex. In addition, it has laid out a capex plan of around Rs.1.1 trillion for the 12th Five-Year Plan (2012-13 to 2016-17) to be funded in a debt-to-equity-mix of 70:30. In order to meet this requirement, the company will require additional debt. The funds will be raised from the domestic market in upto eight tranches and each such tranche offer will be for an amount of Rs.5 bn/Rs.10 bn with a green shoe option. The company has a borrowing limit of Rs.1300 bn. Its current debt however, is much lower at ~Rs.800 bn. The issuance of the non-convertible debentures on private placement basis will be within the overall borrowing limit of the company. The bank facilities are rated CRISIL AAA / Stable/ CRISIL A1+, which denotes highest degree of safety regarding timely servicing of financial obligations.


To provide any security(ies) / guarantee(s) in connection with loan(s) and/or any form of debt including ECBs and/or to provide inter corporate loan(s) on cost to cost basis and back to back servicing, or a combination thereof, upto an amount of Rs. 3000 Crores (Rupees Three Thousand Crores Only) to Project SPVs acquired by POWERGRID under Tariff Based Competitive Bidding viz., Vizag Transmission Limited, POWERGRID NM Transmission Limited, Unchahar Transmission Limited and NRSS XXXI (A) Transmission Limited

Based on the current regulatory guidelines issued by the Government, for each transmission project under the Tariff Based Competitive Bidding (TBCB) policy, the successful bidder has to acquire the special-purpose vehicle to execute the project on Build, Own, Operate and Maintain (“BOOM”) basis. PGC is currently implementing various projects through four such 100% wholly owned subsidiaries (Project SPVs). In order to ensure that the above project SPVs are able to raise capital and get sufficient funding for their capex programs, PGC is now seeking shareholder approval to enter into related party transactions and provide guarantees and/or inter-corporate loans of upto Rs.30 bn to these SPVs. Since all the recipient parties are wholly-owned subsidiaries of the company, on a consolidated basis there will be no impact on the financials of the company.


To render all inputs and services as may be required to the Project SPVs acquired by POWERGRID under Tariff Based Competitive Bidding viz., Vizag Transmission Limited, POWERGRID NM Transmission Limited, Unchahar Transmission Limited and NRSS XXXI (A) Transmission Limited on cost to cost basis.

Based on similar lines as resolution 2, the company also wants to support and render all inputs and services, as may be required by the four SPVs, on a cost to cost basis. Given that they are all wholly-owned by the company, there will be no impact on the consolidated financials of the company

KOTAK MAHINDRA BANK LIMITED


To receive and adopt the Profit and Loss Account for the year ended 31st March 2014, the Balance Sheet as at that date and the Reports of the Directors and the Auditors thereon



To appoint a Director in place of Mr. N. P. Sarda (DIN: 03480129) who retires by rotation and, being eligible, offers himself for re-appointment

NP Sarda is a former partner of Deloitte Haskin & Sells. His reappointment meets all statutory requirements



The proposed dividend is Rs 0.80 per share. The pay-out ratio has remained around 5% in the last three years. This is lowest among its peers



M/s. S. B. Billimoria & Co., Chartered Accountants (Registration No. 101496W), be and are hereby re-appointed as Auditors of the Bank

The appointment of SB Billimoria & Co is in-line with the statutory requirements



Re-appointment of Mr. Uday S. Kotak (DIN: 00007467) as Executive Vice Chairman and Managing Director of the Company

Uday Kotak’s reappointment is in line with all statutory requirements. His pay is comparable to industry peers, and has been aligned to the bank’s financial performance



Re-appointment of Mr. Dipak Gupta (DIN: 00004771) as Whole–time Director of the Bank designated as Joint Managing Director of the Company

Dipak Gupta is responsible for Group HR, administration, infrastructure, operations and IT. His reappointment is in line with all statutory requirements. His pay is comparable to industry peers, and has been aligned to the bank’s financial performance.



Board of Directors of the Bank for borrowing from time to time all such sums of money for the purpose of the business of the Bank notwithstanding that the moneys to be borrowed together with the moneys already borrowed by the Bank (apart from the temporary loans obtained or to be obtained from the bankers in the ordinary course of business) will exceed the aggregate of the paid-up capital and free reserves, that is to say, reserves not set apart for any specific purpose, provided that the maximum amount of moneys so borrowed by the Board of Directors and outstanding shall not at any time exceed the sum of Rs. 40,000 crore

Kotak Bank’s leverage will be comfortable even after raising the additional debt. Moreover, the bank is required to maintain capital adequacy levels as required by RBI – therefore, we believe that Kotak Bank’s debt levels will be maintained at manageable levels at all times

Confidential


July to September' 2014 16-Jul-14 BAJAJ FINANCE LIMITED MANAGEMENT For ABSTAIN Abstained as per Proxy Voting Policy

July to September' 2014 16-Jul-14 BAJAJ FINANCE LIMITED MANAGEMENT To declare a dividend For FOR

July to September' 2014 16-Jul-14 BAJAJ FINANCE LIMITED MANAGEMENT For FOR

July to September' 2014 16-Jul-14 BAJAJ FINANCE LIMITED MANAGEMENT For AGAINST














To increase the ceiling limit on total holdings of Foreign Institutional Investors (FIIs) / Securities and Exchange Board of India approved sub-account of FIIs, Foreign Portfolio Investor (FPI) and Qualified Foreign Investor (QFI) in the equity share capital of the Bank, through primary or secondary route to 40% of the paid-up equity capital of the Bank with effect from such date(s) as may be decided by the Board from time to time

The current FII investment limit is 37%. The bank proposes to increase the limit to 40%. This is, subject to regulatory approvals, an enabling resolution.


To consider and adopt the audited Balance Sheet as at 31 March 2014 and the Statement of Profit and Loss for the year ended 31 March 2014 and the Directors’ and the Auditors’ reports thereon


Dividend of Rs 16 per share as compared to Rs 15 per share for FY13. The dividend payout ratio of 13.1% is marginally lower than in FY13


To appoint a director in place of Rahul Bajaj (DIN 00014529), chairman, who retires by rotation in terms of section 152(6) of theCompanies Act, 2013 and, being eligible, offers himself for re-appointment

Rahul Bajaj is the chairman of the company. His reappointment meets all statutory requirements


To appoint Dalal & Shah as auditors of the Company and to fix their remuneration

Dalal & Shah is the statutory auditor for three other group companies, Bajaj Auto, Bajaj Holding and Investment Limited and Bajaj Finserve Limited, since 1998, 1999 and 2008 respectively (as per available data). We believe the audit firm’s close proximity to the group may limit their ability to provide a balanced and independent opinion on the company’s accounts


Appointment of Gita Piramal as independent director of the Company

Gita Piramal’s appointment meets all statutory requirements


Appointment of Nanoo Pamnani, Vice-Chairman, as independent director of the Company

Nanoo Pamnani’s long association with the Bajaj group (Bajaj Auto (11 years), Bajaj Finserve (6 years), Bajaj Holdings & Investment (11 years)) may influence his objectivity/independence on the board


Appointment of D S Mehta as independent director of the Company

DS Mehta has been on the board of the company for the last 24 years. The length of tenure is inversely proportionate to independence of a director. Due to the long association (>10 years) of DS Mehta in the board of the company, he is considered as non-independent


Appointment of D J Balaji Rao as independent director of the Company

DJ Balaji Rao’s long association with the Bajaj group (Bajaj Auto (21 years), Bajaj Finserve (6 years), Bajaj Holdings & Investment (17 years)) may influence his objectivity/independence on the board.


Appointment of Omkar Goswami as independent director of the Company

Omkar Goswami is a director on board of 11 companies (including nine listed) including BFL. This is higher than the threshold provided under the Companies Act 2013 and Listing Agreement and may impede his ability to contribute to board proceedings. we believe that the number of board directorships is inversely related to the amount of time that can be devoted to the issues of a single company


Appointment of Dipak Poddar as independent director of the Company

Dipak Poddar has been on the board of the company for the last 27 years. The length of tenure is inversely proportionate to independence of a director. Due to the long association (>10 years) of Dipak Poddar in the board of the company, he is considered as non-independent


Appointment of Ranjan Sanghi as independent director of the Company

Ranjan Sanghi has been on the board of the company for the last 27 years. The length of tenure is inversely proportionate to independence of a director. Due to the long association (>10 years) of Ranjan Sanghi in the board of the company, he is considered as non-independent.


Appointment of Rajendra Lakhotia as independent director of the Company

Rajendra Lakhotia has been on the board of the company for the last 27 years. The length of tenure is inversely proportionate to independence of a director. Due to the long association (>10 years) of Rajendra Lakhotia in the board of the company, he is considered as non-independent


Modification in the Employee Stock Option Scheme, 2009

The proposed incremental increase in number of stock options is ~0.67 mn options, This is 5% of the incremental paid up capital since the launch of the scheme in 2009. The dilution on a per annum basis has been ~0.8%, which is reasonable, and the exercise price is market price one day prior to grant date.Insertion of clause 4.3 in ESOS is to comply with Section 67(3)(b) of the Companies Act, 2013.


Grant of options to employees of holding and/or subsidiary companies, under the amended Employee StockOption Scheme, 2009

The holding and subsidiary companies do have a stock option scheme. The options to be granted will be within the cap as proposed in ESOS 2009.


Issue of non-convertible debentures through private placement

The issuance of debt securities on private placement basis will be within the overall borrowing limit of the company.

Confidential

July to September' 2014 16-Jul-14 COAL INDIA LIMITED Postal Ballot MANAGEMENT For AGAINST

July to September' 2014 16-Jul-14 ALSTOM INDIA LIMITED. Postal Ballot MANAGEMENT For ABSTAIN

July to September' 2014 17-Jul-14 CYIENT LIMITED MANAGEMENT For ABSTAIN Abstained as per Proxy Voting Policy

July to September' 2014 17-Jul-14 CYIENT LIMITED MANAGEMENT For FOR





July to September' 2014 17-Jul-14 CYIENT LIMITED MANAGEMENT For AGAINST







Amendment of Clause III (A) 1(g) of object clause of the Memorandum of Association (MoA) of Coal India Limited

At the behest of the Government of India (GoI), Coal India Limited (Coal India) plans to enter into two joint ventures with Fertilizer Corporate of India (FCIL), Gas Authority of India Limited (GAIL), and Rashtriya Chemicals & Fertilizers Limited (RCF) to revive FCIL’s Talcher unit (which is a sick unit and was shut down in 2000). The two joint ventures will, together, set up a coal gasification project for production of 1.2 MTPA urea and ammonium nitrate at Talcher. To be able to enter into the joint venture, Coal India needs to amend its current Memorandum of Association (MoA).The proposed investment may be insignificant to Coal India’s balance sheet, but foray into chemical/fertilizer manufacturing will result in an unnecessary distraction from its core business, where the company has been unable to meet targets.In the case of Coal India, manufacture of fertilizers and ammonium nitrate is an unrelated diversification. While we do not object to companies diversifying their business models, we fears that allowing this alteration to the MoA will open the floodgates for the GoI to further leverage Coal India’s cash flows. Coal India may be compelled to participate in the revival of FCIL’s other sick units that are planned for revival.

Sale & transfer of the Companies Auxiliary Components Undertaking to OAK Energy India Private Limited as a going concern on a 'Slumpsale' basis for a lump sum consideration without values being assigned to individual assets & liabilities

Due to adminstrative reasons proxy vote could not be casted.


To receive, consider and adopt, the audited statement of profit and loss for the financial year ended on 31 March 2014 and the balance sheet as at that date and the reports of the board of directors and auditors thereon.


To confirm the interim dividend paid during the year and declare final dividend on equity shares for the financial year 2013-14.

Cyient paid an interim dividend of Rs.2.0 per equity share and proposes a final dividend of Rs.3.0 per equity share for FY14. The dividend payout ratio for FY14 is 25%.


To appoint a Director in place of Mrs. B. Sucharitha (DIN 00709959), who retires by rotation and does not, offer herself for re-appointment.

Ms B Sucharitha will cease to be a director after the AGM


To appoint a Director in place of Mr. G.V. Prasad (DIN 00057433), who retires by rotation and does not, offer himself for re-appointment.

GV Prasad will cease to be a director after the AGM


To appoint a Director in place of Mr. Vikas Sehgal (DIN 05218876), who retires by rotation and does not, offer himself for re-appointment.

Vikas Sehgal will cease to be a director after the AGM


M/s. Deloitte Haskins & Sells, Chartered Accountants (ICAI Reg. No. 008072S), who retire at the conclusion of this Annual General Meeting (AGM), be and are hereby appointed as statutory auditors of the company at such remuneration mutually agreed between the board of directors of the company and the auditors.

Cyient proposes to reappoint Deloitte Haskins & Sells LLP as the statutory auditor. The reappointment is line with the provisions of section 139 of the Companies Act 2013


Mr. M.M. Murugappan (DIN 00170478), be and is hereby appointed as an Independent Director of the Company.

MM Murugappan is on the board of the company for the last 17 years. The length of tenure tends to be inversely proportional to independence of a director. Due to the long association (>10 years) of MM Murugappan in the board of the company, he is considered non-independent.


Mr. K. Ramachandran (DIN 00193357), be and is hereby appointed as an Independent Director of the Company.

The reappointment of K Ramachandran is in line with all the statutory requirements


Mr. Harsh Manglik (DIN 01461387), be and is hereby appointed as an Independent Director of the Company.

The reappointment of Harsh Manglik is in line with all the statutory requirements


Mr. Som Mittal (DIN 00074842), be and is hereby appointed as an Independent Director of the Company.

The appointment of Som Mittal is in line with all the statutory requirements


Mr. Krishna Bodanapu (DIN 05301037), be and is hereby appointed as Director of the Company.

The reappointment of Krishna Bodanapu is in line with all the statutory requirements


Mr. B.V.R. Mohan Reddy (DIN 00058215) as Executive Chairman of the Company.

The company seeks to appoint BVR Mohan Reddy as its Chairman. He was Chairman and Managing Director of the company from July 2004 to April 2014. The proposed remuneration structure for BVR Mohan Reddy is open ended with no disclosure on commission, perquisites and other benefits payable to him. For the past three years, commission has accounted for ~90% of his total remuneration. Assuming commission at previous year’s level, BVR Mohan Reddy’s proposed remuneration at Rs.67.9 mn will be on the higher side when compared with his peers in industry.


Mr. Krishna Bodanapu (DIN 05301037) as Managing Director & Chief Executive Officer of the Company.

The proposed remuneration of Krishna Bodanapu is open ended. As per the terms of remuneration, the aggregate of fixed salary, commission and other benefits can be upto 5% of the company’s net profit i.e. ~Rs.133 million (assuming no growth in profits) The amount payable as commission, perquisites and other benefits is not disclosed by the company. His proposed remuneration cannot be ascertained

Confidential


July to September' 2014 17-Jul-14 BAJAJ AUTO LIMITED NEW MANAGEMENT For ABSTAIN Abstained as per Proxy Voting Policy

July to September' 2014 17-Jul-14 BAJAJ AUTO LIMITED NEW MANAGEMENT To declare a dividend. For FOR

July to September' 2014 17-Jul-14 BAJAJ AUTO LIMITED NEW MANAGEMENT For FOR

July to September' 2014 17-Jul-14 BAJAJ AUTO LIMITED NEW MANAGEMENT For FOR

July to September' 2014 17-Jul-14 BAJAJ AUTO LIMITED NEW MANAGEMENT For AGAINST











July to September' 2014 17-Jul-14 FEDERAL BANK LIMITED MANAGEMENT For Abstain Abstained as per Proxy Voting Policy

July to September' 2014 17-Jul-14 FEDERAL BANK LIMITED MANAGEMENT To declare a dividend. For Abstain

July to September' 2014 17-Jul-14 FEDERAL BANK LIMITED MANAGEMENT For Abstain



The directors including alternate directors who are neither in the whole time employment of the company nor the managing director of the company remuneration in aggregate by way of commission not exceeding 1% of the net profits of the company and subject to a ceiling of ` 12,00,000 (Rupees Twelve Lakhs only), per Non-Executive Director (NED)

Cyient proposes to pay upto 1% of its net profit as commission to its non-executive director. The amount will not exceed Rs.1.2 mn per non-executive director.


To consider and adopt the audited Balance Sheet as at 31 March 2014 and the Statement of Profit and Loss account for the year ended 31 March 2014 and the Directors’ and Auditors’ Reports thereon


The dividend payout ratio during the last three years averaged ~51%.


To appoint a director in place of Madhur Bajaj, who retires by rotation and being eligible offers himselffor re-appointment

The reappointment of Madhur Bajaj is in line with all the statutory requirements


To appoint a director in place of Sanjiv Bajaj, who retires by rotation and being eligible offers himselffor re-appointment

The reappointment of Saniiv Bajaj is in line with all the statutory requirements


Dalal & Shah be and are hereby appointed as Auditors of the Company & to fix their remuneration

Bajaj Auto proposes to reappoint Dalal & Shah as statutory auditors: Dalal & Shah have been Bajaj Auto’s statutory auditors for the past 17 years. The reappointment does not follow the spirit of Section 139 of the Companies Act 2013.


Appointment of Kantikumar R Podar as an independent director of the Company

KR Poddar is on the board of the company for the last 31 years. The length of tenure tends to be inversely proportional to the independence of a director. Due to the long association (>10 years) of KR Poddar in the board of the company, he is considered non-independent


Appointment of D J Balaji Rao as an independent director of the Company

DJ Balaji Rao is on the board of the company for the last 21 years. The length of tenure tends to be inversely proportional to the independence of a director. Due to the long association (>10 years) of DJ Balaji Rao in the board of the company, he is considered non-independent.


Appointment of D S Mehta as an independent director of the Company

DS Mehta is on the board of the company for the last 16 years. The length of tenure tends to be inversely proportional to the independence of a director. Due to the long association (>10 years) of DS Mehta in the board of the company, he is considered non-independent.


Appointment of J N Godrej as an independent director of the Company

JN Godrej is on the board of the company for the last 16 years. The length of tenure tends to be inversely proportional to the independence of a director. Due to the long association (>10 years) of JN Godrej in the board of the company, he is considered non-independent


Appointment of S H Khan as an independent director of the Company

SH Khan is on the board of the company for the last 15 years. The length of tenure tends to be inversely proportional to the independence of a director. Due to the long association (>10 years) of SH Khan on the board of the company, he is considered non-independent


Appointment of Suman Kirloskar as an independent director of the Company

Ms. Suman Kirloskar is on the board of the company for the last 12 years. The length of tenure tends to be inversely proportional to the independence of a director. Due to the long association (>10 years) of Ms. Suman Kirloskar in the board of the company, she is considered non-independent


Appointment of Naresh Chandra as an independent director of the Company

Naresh Chandra is on the board of the company for the last 11 years. The length of tenure tends to be inversely proportional to the independence of a director. Due to the long association (>10 years) of Naresh Chandra in the board of the company, he is considered non-independent.


Appointment of Nanoo Pamnani as an independent director of the Company

Nanoo Pamnani is on the board of the company for the last 11 years. The length of tenure tends to be inversely proportional to the independence of a director. Due to the long association (>10 years) of Nanoo Pamnani in the board of the company, he is considered non-independent


Appointment of P Murari as an independent director of the Company

Murari is on the board of seven other listed companies, which is the maximum number of directorships in public companies held by an individual under Clause 49 of SEBI’s Listing Agreement. If P Murari is appointed to Bajaj Auto’s board, he will breach this limit.

HOUSING DEVELOPMENT FINANCE CORP LTD.

To Mortgage, create, charges or hypothecation may be necessary, both present & future, movable as well as immovable including undertaking of the Corporation, already borrowed by the corporation there from within the overall limits of the borrowing powers of the Board as determined from time to time by the members of the Corporation



To receive consider and adopt the audited Balance Sheet as at 31 March 2014 and the Statement of Profit and Loss account for the year ended on that date together with reports of the Board of Directors and the auditors thereon




To appoint a director in place of Shri Shyam Srinivasan, MD & CEO of the Bank, who retires by rotation and being eligible offers himself for re-appointment



To appoint M/s Deloitte Haskins & Sells together with M/s MP Chitale & Co joint Central Statutory Auditors & to fix their remuneration


Confidential














July to September' 2014 18-Jul-14 MINDTREE LIMITED MANAGEMENT For ABSTAIN Abstained as per Proxy Voting Policy

July to September' 2014 18-Jul-14 MINDTREE LIMITED MANAGEMENT For FOR











To Appoint Branch Auditors & to fix their remuneration



Shri Harish H Engineer be and are hereby appointed as an Independent Director of the Bank



Smt. Grace Elizabeth Koshie, be and are hereby appointed as an Independent Director of the Bank



Smt. Shubhalakshmi Panse, be and are hereby appointed as an Independent Director of the Bank



Prof Abraham Koshy, be and are hereby appointed as an Independent Director of the Bank



Shri. Sudhir M Joshi, be and are hereby appointed as an Independent Director of the Bank



CA. Nilesh S Vikamsey, be and are hereby appointed as an Independent Director of the Bank



Shri. CM Chamdrasekhar, be and are hereby appointed as an Independent Director of the Bank



Shri. Dilip G Sadarangani, be and are hereby appointed as an Independent Director of the Bank



To approve thr remuneration to Shri Shyam Srinivasan, Managing Director & Chief Executive Officer of the Company



To pay remuneration to Shri Abraham Chacko, Executive Director of the Company



To extend the Vesting period of option as granted in respect of the year 2011 under the Employee Stock Option Scheme 2010



To Borrow money from time to time, shall in the aggregate not exceed Rs. 3000 crores.



To receive, consider, approve and adopt the Audited Financial Statement of the Company as on March 31, 2014 together with the reports of the Directors and Auditors thereon


To confirm the payment of the first interim dividend of 50% and third interim dividend of 50% aggregating to Rs. 15 per equality of Rs.10 each and already paid and to declare an additional final dividend of 50% and a special dividend of 50% per equality share of Rs. 10 for the financial year 2013-14, If the proposed 1:1 Bonus Shares is approved by shareholders prior to the date of the Fifteenth AGM, the final & special dividend amount would be accordingly reduced to 25% (Rs. 2.5/- per equity share of Rs. 10/- each

The cash outgo on account of dividend at Rs 25 per share (FV Rs 10) and dividend distribution tax has more than doubled to Rs 1.2 bn in FY14 from Rs 0.6 bn in FY13. Dividend payout ratio increased to 27% from 17%.


To appoint a Director in place of Mr. V.G. Siddhartha,who retire by rotation and being eligible,offer himself for re-appointment

Reappointment of VG Siddhartha as director is in line with all the statutory requirements


To appoint a Director in place of Mr. Janakiraman Srinivasan, who retire by rotation and being eligible,offer himself for re-appointment

Reappointment of Janakiraman Srinivasan as director is in line with all the statutory requirements


To appoint M/s. BSR & Co. LLP , charted accountants the retiring auditors as the satautory Auditors of the company and to authorize the bopard of directors or any committee thereof to fix their remuneration.

Mindtree proposes to reappoint BSR & Co as statutory auditors: BSR & Co is part of the KPMG audit network. Audit firms from the KPMG network have been auditing the company’s financial statements for the past eight years. The reappointment of BSR & Co icomplies with the requirements of section 139 of the Companies Act 2013.


To approve the appointment of Mr. Namakal Srinivasan Parthasarathy as a director. Also to approve the appointment of Mr. N.S. Parthasarathy as an excecutive director of the company and also to approve the remuneration payable.

Mindtree seeks shareholders’ approval to appoint NS Parthasarathy as President and COO of the company for a period of five years wef 1 January 2014 and fix his remuneration. We observe that his proposed remuneration of Rs 15.4 mn is in line with that of his peers in the industry.


To approve the re-appaointment of Mr. Krishnakumar Natarajan as CEO and managing director of the company.

Mindtree seeks shareholders’ approval to reappoint K Natarajan as CEO & MD of the company for a period commencing from 1 April 2014 and 30 June 2017 and revise his remuneration. As the company has not quantified the elements of remuneration, based on the historical trend, his proposed remuneration is estimated to be around Rs 25.3 mn. It is observed that the hike in remuneration is commensurate with the company’s financial performance. His proposed remuneration is comparable to the industry peers


To approve the appointment of Mr. Rostow Ravanan as a director liable to retire by rotation , To approve the appointment of Mr. Rostow Ravanan as an Executive Director of the Company & also to approve the remuneration payable

Mindtree seeks shareholders’ approval to appoint Rostow Ravanan as chief financial officer (CFO) of the company wef 20 May 2014 and fix his remuneration. We observe that his proposed remuneration of Rs 15.0 mn is in line with that of his peers in the industry


To alter the term of office of Dr. Albert Hieronimus as an Independent Director of the Company

Reappointment of Dr. Albert Hieronimus as director is in line with all the statutory requirements


To approve the appointment of Mr. Apurva Purohit as an Independent and also to approve the remuneration payable.

Appointment of Ms. Apurva Purohit as director is in line with all the statutory requirements


To approve the appointment of Ms. Manisha Girotra as an Independent Director and also to approve the remuneration payable.

Appointment of Ms. Manisha Girotra as director is in line with all the statutory requirements

Confidential












July to September' 2014 18-Jul-14 ANDHRA BANK MANAGEMENT For ABSTAIN Abstained as per Proxy Voting Policy

July to September' 2014 19-Jul-14 Postal Ballot MANAGEMENT For ABSTAIN


July to September' 2014 21-Jul-14 MANAGEMENT To declare dividend on equity shares. For FOR






To approve the remuneration to non-executive/ Independent Director of the Company

Mindtree proposes to pay an aggregate commission of upto 1% of net profit to the non-executive directors for each financial year. It is observed that the company has paid between 0.8% and 1.1% of net profit as commission to non-executive directors in last five financial years



To receive, consider and adopt the audited Financial Statements of the Company - on a standalone and consolidated basis, for the Financial year ended 31 March, 2014 including the Balance Sheet as at 31 March, 2014, the Statement of Profit & Loss for the Financial year ended on that date, and the Reports of the Auditors and Directors thereon.



To cofirm the pro-rata Dividend paid on the Preference Shares of the Company for the financial year ended 31 March, 2014.

Total outflow on account of the dividend paid on the preference shares in FY14 amounted to Rs.101 mn.



To declare Dividend of Rs. 2 per Equity share for the financial year ended 31 March, 2014.

In the last three years, the dividend payout has ranged between 28-33%.



To appoint a Director in place of Dr Subhash Chandra (DIN 00031458), who retires by rotation, and being eligible, offers himself for reappointment.

His reappointment is in line with all the statutory requirements



To re-appoint M/s MGB & Co., Chartered Accountants, Mumbai, having Firm Registration No. 101169W, as the Statutory Auditors of the Company to hold such office from the conclusion of the meeting until the conclusion of the next Annual General Meeting at remuneration to be determined by the Board of Directors of the Company.

MGB and Co have been the statutory auditors for more than 22 years, which can affect their independence. The reappointment is not in line with the spirit of Section 139 of the Companies Act 2013.



Act, Prof Sunil Sharma (DIN 06781655) be and is hereby appointed as an Independent Director of the Company not liable to retire by rotation

His appointment is in line with all the statutory requirements



(Mrs) Neharika Vohra (DIN 06808439) be and is hereby appointed as an Independent Director of the Company not liable to retire by rotation

Her appointment is in line with all the statutory requirements



Mr Subodh Kumar, IAS (Retd) (DIN 02151793),be and is appointed as Director of the Company, liable to retire by rotation




Appointment of Mr Subodh Kumar (DIN 02151793) as a Whole-Time Director designated as ‘Executive Vice Chairman’ of the Company

The proposed remuneration of ~Rs.30 mn for Subodh Kumar is in line with industry peers and commensurate with the size of the company



Lord Gulam Noon (DIN 00391683), Independent Director of the Company who was earlier appointed as a Director retiring by rotation and therefore retires by rotation at this Annual General Meeting, be and is hereby appointed as Independent Director of the Company, not liable to retire by rotation for a period up to 31 March, 2017

Lord Gulam Noon’s has attended 11 out of 19 board meetings in the last three years: his low attendance impacts his ability to contribute meaningfully to the board proceedings


To receive, consider and adopt the Audited Balance Sheet as at 31st March 2014, and the Profi t and Loss Account for the year ended on that date, the Report of the Board of Directors on the working and activities of the Bank for the period covered by the Accounts and the Auditors’ Reports on the Balance Sheet and Accounts

KIRLOSKAR PNEUMATIC COMPANY LIMITED

Re-appointment of Mr. Aditya Kowshik as Managing Director ,Pursuant to the provisions of Sections 198, 269, 309, 310 and 311 readwith Schedule XIII to the Companies Act 1956 (Corresponding Sections 196,197, 203and Schedule V to the Companies Act, 2013)


HOUSING DEVELOPMENT FINANCE CORP LIMITED.


To receive, consider and adopt the audited Balance Sheet as at March 31,2014, the statement of Profit and Loss for the financial year ended on that date and the reports of the Board of Directors and auditors thereon.



FY 14 dividend of Rs 14 per share is higher than the FY 13 dividend of Rs 12.5 per share. The dividend payout ratio has increased marginally to 47.0% in FY14



To appoint a director in place of Mr. D. M. Sukthankar who retires by rotation and, being eligible, offers himself for reappointment.

DM Sukthankar has been on the board of the company for the last 25 years. The length of tenure is inversely proportionate to the independence of a director. Due to the long association (>10 years) of DM Sukthankar in the board of the company, he is considered non-independent.



To appoint auditors Messrs Deloitte Haskins & Sells LLPof the Company and to fix their remuneration.

HDFC proposes to reappoint Deloitte Haskins & Sells LLP as statutory auditors for three years: Deloitte Haskins & Sells LLP is part of the Deloitte Touche Tohmatsu audit network. Prior to appointing Deloitte Haskins & Sells LLP, the company’s auditors were SB Billimoria & Co.: they are also part of the Deloitte Touche Tohmatsu audit network. Therefore, audit firms belonging to the Deloitte Touche Tohmatsu have been HDFC’s statutory auditors for the past 18 years. The reappointment is not in keeping with the spirit of Section 139 of the Companies Act 2013.



Appointment of Messrs PKF, Char tered Accountants, as the branch auditors of the Corporation for the purpose of audit of the accounts of the Corporation’s branch office at Dubai for a period of 3 (three) years

HDFC proposes to appoint PKF, Chartered Accountants to audit its Dubai branch office.



Appointment of Mr. D. N. Ghosh as an Independent Director of the Corporation.

DN Ghosh has been on the board of the company for the last 24 years. The length of tenure is inversely proportionate to the independence of a director. Due to the long association (>10 years) of DN Ghosh in the board of the company, he is considered non-independent

Confidential














July to September' 2014 21-Jul-14 CANARA BANK MANAGEMENT For ABSTAIN Abstained as per Proxy Voting Policy

July to September' 2014 21-Jul-14 CANARA BANK MANAGEMENT For FOR

July to September' 2014 21-Jul-14 CANARA BANK MANAGEMENT For AGAINST

July to September' 2014 21-Jul-14 VA TECH WABAG MANAGEMENT For ABSTAIN Abstained as per Proxy Voting Policy

July to September' 2014 21-Jul-14 VA TECH WABAG MANAGEMENT To declare a dividend on equity shares For FOR

July to September' 2014 21-Jul-14 VA TECH WABAG MANAGEMENT For FOR





Appointment of Dr. Ram S. Tarneja as an Independent Director of the Corporation.

Ram Tarneja has been on the board of the company for the last 19 years. The length of tenure is inversely proportionate to the independence of a director. Due to the long association (>10 years) of Ram Tarneja in the board of the company, he is considered non-independent.



Appointment of Dr. Bimal Jalan as an Independent Director be and is hereby appointed as an Independent Director of the Corporation.

Bimal Jalan is the former Governor of RBI. His reappointment meets all statutory requirements



Appointment of Mr. B. S. Mehta be and is hereby appointed as an Independent Director of the Corporation

BS Mehta has been on the board of the company for the last 26 years. The length of tenure is inversely proportionate to the independence of a director. Due to the long association (>10 years) of BS Mehta in the board of the company, he is considered non-independent.



Appointment of Dr. S. A. Dave , be and is hereby appointed as an Independent Director of the Corporation

SA Dave has been on the board of the company for the last 24 years. The length of tenure is inversely proportionate to the independence of a director. Due to the long association (>10 years) of SA Dave in the board of the company, he is considered non-independent.



Appointment of Dr. J. J. Irani as an Independent Director

JJ Irani is the former Managing Director of Tata Steel. His reappointment meets all statutory requirements



Appointment of Mr. Nasser Munjee as an Independent Director

Nasser Munjee has been on the board of the company for the last 27 years. The length of tenure is inversely proportionate to the independence of a director. Due to the long association (>10 years) of Nasser Munjee in the board of the company, he is considered non-independent.



Revision in the salary range of the whole-time directors of the Corporation.

The remuneration paid to executive directors is in commensuration with the financial performance of the company. The existing remuneration is comparable with the remuneration paid to peers



Re-appointment of Ms. Renu Sud Karnad as the Managing Director of the Corporation .

Renu Sud Karnad is proposed to be reappointed for further five years effective 1 January 2015. Except that she is on board of 14 other public limited companies, her reappointment meets all statutory requirements



Re-appointment of Mr. V. Srinivasa Rangan as the Whole-time Director (designated as ‘Executive Director’) of the Corporation

V Srinivasa Rangan is proposed to be reappointed for further five years effective 1 January 2015. Except that he is on board of 12 other public limited companies, his reappointment meets all statutory requirements



Payment of commission to the non-executive Directors of the Corporation subject to an overall ceiling of 1% (one percent) of the net profits of the Corporation

The absolute amount of commission paid in FY13 and FY14 to NEDs is reasonable as compared to size and performance of the company.



Approving the limits of borrowing by the Corporation and which shall remain outstanding at any given point of time shall not exceed the sum of Rs. 3,00,000 crore

HDFC seeks shareholders’ approval for borrowing limit up to Rs 300 bn. This is to comply with the provisions of Companies Act, 2013. The company is well capitalized – its capital adequacy ratio of 17.9% as on 31 March 2014 is much higher than RBI’s minimum requirement of 12%.



Issuance of Redeemable Non-Convertible Debentures and/ or other hybrid instruments on a private placement basis

The issuance of debt securities on private placement basis will be within the overall borrowing limit of the company



Issue of shares under Employee Stock Option Schemee, up to an aggregate amount not exceeding Rs. 75,000 crore Non-Convertible Debentures and/ or other hybrid instruments on a private placement basis.

The total dilution on account of the stock option scheme is 2% of the existing paid up capital and exercise price is the market price one day prior to grant date. This is in line with the practice prevalent in the Indian financial services sector, where all the major players have comprehensive stock option plans for retaining and rewarding talent


To discuss, approve and adopt the Audited Balance Sheet of the Bank as at 31st March 2014, Profi t & Loss account for the year ended 31st March 2014, the Report of the Board of Directors on the working and activities of the Bank for the period covered by the Accounts and the Auditors’ Report on the Balance Sheet and Accounts


To declare fi nal dividend for the fi nancial year 2013-14

Canara Bank proposes to pay final dividend of Rs. 4.5 per equity share in FY14. Interim dividend paid was Rs. 6.5 per share, taking the total dividend for the year to Rs.11 per share. The dividend payout ratio is 24.2%.


To create, offer, issue and allot (including with provision for reservation on fi rm allotment and/or competitive basis of such part of issue and for such categories of persons as may be permitted by the law then applicable) by way of an offer document / prospectus or such other document, in India or abroad, such number of equity shares and / or preference shares, which together with the existing Paid-up Equity share capital of Rs. 461.26 crorewill be within Rs. 3000 Crore, being the ceiling in the Authorised Capital of the Bank

The equity issuance will be within the authorized share capital of Rs.30 bn. The bank has not specified the number of equity shares they are planning to issue nor have they specified the amount the bank is planning to raise from the issuance. Shareholders have not been provided with sufficient information to make an informed decision


The audited fi nancial statement of the Company for the fi nancial year ended March 31, 2014, the reports of the Board of Directors and Auditors thereon; and


The payout ratio has increased from 24.5% to 28 % in the last three years.


To appoint a Director in place of Mr.Rajiv Mittal (DIN 01299110), who retires by rotation and being eligible has offered himself for re-appointment



To appoint Auditors M/s. Walker, Chandiok & Co. LLP and fi x their remuneration

The tenure of the statutory auditor is less than 10 years, which is in line with the provisions of the Companies Act, 2013 and the amended clause 49 of the Listing Agreement


To appoint Mr. Sumit Chandwani (DIN 00179100) as an Independent Director of the Company


Confidential







July to September' 2014 22-Jul-14 MANAGEMENT To declare a dividend. For FOR









July to September' 2014 22-Jul-14 WABCO INDIA LIMITED MANAGEMENT For ABSTAIN Abstained as per Proxy Voting Policy

July to September' 2014 22-Jul-14 WABCO INDIA LIMITED MANAGEMENT For FOR




July to September' 2014 22-Jul-14 WABCO INDIA LIMITED MANAGEMENT For AGAINST


To appoint Ms. Revathi Kasturi (DIN 01837477) as an Independent Director of the Company

Her reappointment is in line with all the statutory requirements


To appoint Mr. Bhagwan Dass Narang (DIN 00038052) as an Independent Director of the Company



To appoint Mr. Jaithirth Rao (DIN 00025289) as an Independent Director of the Company



Revision in remuneration of Mr. Rajiv Mittal, Managing Director & Group CEO of the Company

Rajiv Mittal’s compensation has remained flat in the last two years and is comparable to industry peers


Approve remuneration of upto 1% of net profits for non-executive directors

Since 2011, the non-executive directors have been eligible to receive remuneration of upto 1% of the company’s net profits. However, the board has provided an upper cap of Rs.2.0 mn/1.5 mn per annum for the Chairman/Non-executive directors – which is reasonable for the company’s size and scale of operations

EXIDE INDUSTRIES LIMITED


To consider and adopt the Profit and Loss Account for the year ended 31 March, 2014 and the balance sheet as that the date along with the consolidated financial statement of the company as on 31 March, 2014 together with the Reports of the Directors and the Auditors thereon.



Exide has maintained a high dividend payout ratio in the range of 30-35%.



To appoint a Director in place of Mr. R B Raheja who retires by rotation and, being eligible, offers himself for re-appointment.

Reappointment of RB Raheja is in line with all the statutory requirements



Messrs S R Batliboi & Co LLP, Charted Accountant be and is hereby appointed as auditors of the company and renumeration to be fixed by the board of directors of the Company.

Exide proposes to appoint SR Batliboi & Co as statutory auditors: SR Batliboi & Co is part of the Ernst & Young audit network. Prior to this appointment, the company’s auditors for the past two years were SRBC & Co LLP, which are also part of the Ernst & Young audit network. Prior to SRBC & Co LLP, SR Batliboi & Co. was the company’s statutory auditors for 16 years. Together with the previous auditors, Exide has had auditors from the same audit network for 18 years, which has exceeded the maximum tenure of 10 years recommended by Companies Act 2013.



A renumeration of Rs. 8,50,000/-plus out of packet expenses and applicable taxes, payable to M/s Mani & Company, Cost Accountants as approved by the board of Directors.

The approval of shareholders - for payment of Rs 8,50,000 (excluding out of pocket expense) as remuneration to Mani & Company as cost auditors of the company - is sought in order to ensure compliance with Companies Act 2013.



Mr. R G Kapadia, who was appointed by the members as a Director liable to retire by rotation, be and is hereby appointed as an Independent Director of the Company.

RG Kapadia has been on the board of the company for the past 23 years. The length of tenure is inversely proportionate to the independence of a Director. Due to the long association (>10 years) of RG Kapadia with the company, he is considered non-independent.



Mr. Vijay Agarwal, who was appointed by the members as a Director liable to retire by rotation, be and is hereby appointed as an Independent Director of the Company.

Vijay Aggarwal has been on the board of the company for the past 14 years. The length of tenure is inversely proportionate to the independence of a Director. Due to the long association (>10 years) of Vijay Aggarwal with the company, he is considered non-independent



Ms. Mona N Desai, who was appointed by the members as a Director liable to retire by rotation, be and is hereby appointed as an Independent Director of the Company.

Ms. Mona Desai attended only 40% of the board meetings held in FY14, and 42% of the board meetings held over the past three years. This is well below our required threshold of a three-year minimum average of 75% attendance.



Mr. Sudhir Chand, who was appointed by the members as a Director liable to retire by rotation, be and is hereby appointed as an Independent Director of the Company.

Reappointment of Sudhir Chand is in line with all the statutory requirements.



Payment of remuneration by way of commission to Mr R G Kapadia, Independent Director. In case Mr. Kapadia ceases to be an Independent Director but continues as an Non-Excecutive Director such renumeration shall continued to be paid during his term as a Non-Excecutive Director of the Company

Exide proposes to pay commission of 1% of net profit per annum every year during his tenure wef from 1 April 2014. The commission payable amounts to Rs 49 mn (based on FY14 net profit), which looks very high given the size and scale of company.


The audited balance sheet as at 31st March, 2014, the statement of profit and loss and cash flow statement of the Company for the year ended on that date, together with the notes, directors' report and auditors' report thereon


A dividend of Rs.5/- per share on 1,89,67,584 equity shares of Rs.5/- each fully paid up, absorbing a sum of Rs. 948.38 lakhs, be and is hereby declared for the year ended 31st March, 2014 and the same be paid to the shareholders whose name appear in the register of members of the Company.

Wabco proposes a final dividend of Rs. 5 per equity share for FY14. The dividend payout ratio for FY14 is 8.3%.


Mr Trevor Lucas (holding DIN 01627818), director who retires by rotation and being eligible for re-appointment, be and is hereby re-appointed as a director of the Company.

Reappointment of Trevor Lucas is in line with all the statutory requirements


Messrs S.R. Batliboi & Associates LLP, Chartered Accountants, Tidel Park, 6th & 7th Floor - A Block (Module 601,701-702), No. 4, Rajiv Gandhi Salai, Taramani, Chennai 600 113, holding Firm Registration No.101049W allotted by the Institute of Chartered Accountants of India, be and are hereby appointed as the statutory auditors of the Company.

The tenure of the statutory auditor is less than 10 years, which is in line with the provisions of the Companies Act, 2013 and the amended Clause 49 of the Listing Agreement


Mr M Lakshminarayan (Director of the Company holding DIN 00064750), as a Non-Executive and Independent Director for a term of five consecutive years be and is hereby approved.

Reappointment of M Lakshminarayan is in line with all the statutory requirements


Mr D E Udwadia (Director of the Company holding DIN 00009755), as a Non-Executive and Independent Director for a term of five consecutive years be and is hereby approved.

D E Udwadia is on the board of 10 other public companies excluding Wabco, which is higher than the threshold prescribed under the Companies Act 2013

Confidential

July to September' 2014 22-Jul-14 WABCO INDIA LIMITED MANAGEMENT For For



July to September' 2014 23-Jul-14 JSW ENERGY LIMITED MANAGEMENT For ABSTAIN Abstained as per Proxy Voting Policy

July to September' 2014 23-Jul-14 JSW ENERGY LIMITED MANAGEMENT To declare Dividend on Equity Shares For FOR

July to September' 2014 23-Jul-14 JSW ENERGY LIMITED MANAGEMENT For FOR

July to September' 2014 23-Jul-14 JSW ENERGY LIMITED MANAGEMENT For AGAINST






July to September' 2014 23-Jul-14 JSW ENERGY LIMITED MANAGEMENT For FOR D J Balaji Rao seeks retirement after the AGM



July to September' 2014 23-Jul-14 JSW ENERGY LIMITED MANAGEMENT For AGAINST Refer to the discussion for resolution 12.




Mr Narayan K Seshadri (Director of the Company holding DIN 00053563), as a Non-Executive and Independent Director for a term of five consecutive years be and is hereby approved.

Reappointment of Narayan K Seshadri is in line with all the statutory requirements


Mr P Kaniappan (holding DIN 02696192), Whole-time Director, be and is hereby appointed as Managing Director as to his appointment and remuneration. Mr P Kaniappan as Managing Director under the Act, for a period of five years.

Reappointment of P Kaniappan is in line with all the statutory requirements. His compensation has increased marginally in the last four years and is lower than the industry peers


The Company to pay remuneration to the Non-Executive Independent Directors of the Company by way of profit-related commission not exceeding one percent of the net profits of the company, computed for a period of five (5) years from 1st April 2014 to 31st March 2019.

Since 2011, the non-executive directors have been eligible to receive commission of upto 1% of the company’s net profits. However, their pay has remained significantly lower than this threshold and has remained fixed at Rs. 0.8 mn (per director) for the last three years


To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2014, the Profi t and Loss Statement for the year ended on that date together with the reports of the Board of Directors and the Auditors thereon


JSW Energy has proposed a dividend of Rs.2 per equity share of face value Rs.10.0 for the year ended 31 March 2014. The dividend payout for FY14 is 63.7%.


To appoint a Director in place of Mr. Nirmal Kumar Jain (holding DIN 00019442), who retires by rotation and being eligible, offers himself for reappointment

The reappointment of Nirmal Kumar Jain is in line with all the statutory requirements


To appoint M/s. LODHA & CO as Statutory Auditors of the Company & remuneration as may be fi xed by the Board of Directors of the Company

Lodha & Co are the statutory auditors of the company for the last 15 years. The reappointment is not in line with the spirit of Section 139 of the Companies Act 2013


Reappointment of Mr. Sajjan Jindal (holding DIN 00017762) as Chairman and Managing Director of the Company

JSW Energy proposes to reappoint Sajjan Jindal as its Chairman and Managing Director for a period of five years with effect from 1 January 2014. His remuneration is comparable to industry peers. However, shareholders should note that he holds two executive positions in two large group companies, JSW Energy and JSW Steel Ltd, both as a Chairman and Managing Director. He should step down from an executive position from one company.


Mr. B. Ravindranath (holding DIN 02156076), Director of the Company be and is hereby appointed as a Director of the Company whose period of offi ce shall be liable to determination by retirement of Directors by rotation



Mr. P. Abraham (holding DIN 00280426), Director of the Company, be and is hereby appointed as an Independent Director of the Company

P Abraham has been on JSW Energy’s Board for the past 11 years. The length of tenure is inversely proportionate to independence of a Director. Due to the long association (>10 years) of P Abraham, he is considered as non-independent. He is also a Director in 11 public companies, which is higher than the threshold prescribed in the revised Clause 49 of SEBI’s Listing Agreement.


Mr. Chandan Bhattacharya (holding DIN 01341570), Director of the Company be and is hereby appointed as an Independent Director of the Company



Ms. Shailaja Chandra be and is hereby appointed as an Independent Director of the Company

Her appointment is in line with all the statutory requirements


Mr. D. J. Balaji Rao (holding DIN 00025254), who retires by rotation at the Annual General Meeting and does not seekre-appointment


The remuneration of Rs. 125,000/- plus service tax as applicable and reimbursement of actual travel and out of pocket expenses as approved by the Board of Directors of the Company, to be paid to M/s. S. R. Bhargave & Co., Cost Accountants, for the conduct of the audit of the cost accounting records of the Company

JSW Energy seeks appointment of S R Bhargave & Co as cost auditor of the company for remuneration of Rs125,000 for FY15


To borrow any sum or sums of money from time to time notwithstanding that the money or moneys to be borrowed, together with the moneys already borrowed by the Company the total amount so borrowed shall not at any time exceed 10 (ten) times the aggregate of the paid up capital and free reserves of the Company

JSW Energy seeks approval to borrow upto ten times the aggregate of paid up share capital and free reserves. With this resolution, the debt-equity ratio can potentially increase upto 10x, should the company raise the entire debt. Given that this is a rolling limit, this degree of high leverage could be maintained by the company in perpetuity, without any shareholder approval. This is reflective of a highly aggressive leverage policy. Additionally, JSW Energy has not disclosure the usage of proceeds.


To hypothecate / mortgage and/or charge in addition to the hypothecations / mortgages and/or charges created by the Company, in such form and manner and with such ranking and at such time(s) and on such terms as the Board may determine, all or any part of the movable and/or immovable properties of the Company


Payment of commission to Non- Executive Directors, not exceeding in aggregate one percent of the net profi ts of theCompany

As a matter of transparency, we believes that the company must cap the amount of commission payable to its Non-Executive Directors. Between FY10-13 the company has not paid above Rs.2.3 mn as commission to its Non-Executive Directors. we expect the FY14 commission to remain at past levels


Company to enter into a contract as a licensee, with JSW Investments Private Limited as the licensor, for a license to use the ‘JSW’ brand for an annual fee of 0.25% of the consolidated net turnover of the Company

The ‘JSW’ brand is being held by JSW Investment Private Ltd (JIPL): JIPL holds 29% in JSW Energy. We estimate that over Rs.222 million will be paid to JIPL for the use of the ‘JSW’ brand. The company has not explained what tangible benefits it gains from the use of the ‘JSW’ brand. Moreover, JSW Energy is a power generation and transmission company – the business itself is fundamentally brand agnostic

Confidential















July to September' 2014 23-Jul-14 WIPRO LTD MANAGEMENT For Abstain Abstained as per Proxy Voting Policy

July to September' 2014 23-Jul-14 WIPRO LTD MANAGEMENT For Abstain








Company to enter into various transactions for an aggregate value of Rs. 15,000 crore over a period of 36 months starting from 1st April, 2014 with JSW Power Trading Company Limited, a wholly owned subsidiary of the Company

JSW Power Trading Company Ltd (JPTCL) is a wholly owned subsidiary of JSW Energy. It is authorised to trade in power across India. The related party transaction will enable the company to sell surplus power valued upto Rs.150 bn through JPTCL.


Company to enter into an agreement / transactions for an aggregate value of Rs. 9,000 crore over a period of 36 months starting from 1st April, 2014 with JSW InternationalTradecorp Pte. Limited, Singapore, a JSW groupCompany

JSW International Tradecorp Pte. Ltd (JITPL) is a JSW group company engaged in the business of procuring imported coal for the entire group. Procurement of coal by JITPL enables the company to focus on its core operations of generating power


Company to enter into various transactions with JSW Steel Limited, a Promoter group Company, for an aggregate value of Rs. 7,500 crore over a period of 36 months starting from 1st April, 2014,

The proposed related party transaction involves sale of power and other materials, supply of power under a conversion agreement, providing operation and maintenance services, etc. to JSW Steel. It also includes transactions like purchase of fuel, steel & other materials, providing/receiving services, reimbursement of expenses paid on each other’s behalf, etc. The transaction is in ordinary course of business


Alteration of existing Articles of Association of the Company

In companies like JSW Energy, the promoter’s ownership is high, thus ensuring longer term sustainability of the business decision.


Company, for making offer(s) or invitations to subscribe to secured /unsecured redeemable non-convertible debentures, in one or more tranches, aggregating up to Rs. 5,000 crore (Rupees Five thousand crore only) duringthe fi nancial year 2014-15, on private placement basis

The issuance of debentures will be within the overall debt limit of the company


To create, issue, offer and allot Equity Shares and / or Equity Shares through depository receipts for an aggregate amount not exceeding Rs. 1,000 crore (Rupees One Thousand Crore Only) on such terms and conditions and in such manner as the Board

The issuance of securities will enable the company to finance its planned capital expenditure and other general corporate purposes. At the current market price (Rs.83.10), the company will issue ~120 mn equity shares resulting in 6.8% dilution in the post issuance share capital of the company.

BLUE DART EXPRESS LIMITED


To receive, consider and adopt the Audited Balance Sheet as at March 31, 2014 and the Statement of Profit & Loss Account for the year ended on that date together with the Reports of Directors and Auditors thereon.



To confirm the payment of Interim Dividend of Rs.35 (Thirty Five) per equity share already paid for the financial year ended March 31, 2014 and to declare a final dividend on Equity shares for the financial year ended March 31, 2014.

Total dividend FY15 is Rs.50 per share, which is very high compared to dividend paid out in previous years, and when compared with industry peers. Dividend pay-out ratio is at 111.6% in FY14 (104.5% in FY13). The company has not disclosed any specific reason for this high payout



To appoint a Director in place of Mr. Malcolm Monteiro (DIN : 00089757) who retires by rotation and being eligible, offers himself for re-appointment.

Malcolm Monteiro’s reappointment is in line with all statutory requirements



To appoint Auditors and fix their remuneration, M/s.Price Waterhouse, Chartered Accountants, (Firm Registration Number 301112E), be and is hereby re-appointed as Statutory Auditors of the Company.

Blue Dart proposes to reappoint Price Waterhouse as statutory auditors: Price Waterhouse has been Blue Dart’s statutory auditors for the past 12 years. The reappointment is not in line with the spirit of Section 139 of the Companies Act 2013



Mr. Sharad Upasani (DIN: 01739334), a non-executive Director of the Company, be and is hereby appointed as an Independent Director of the Company.

Sharad Upasani’s reappointment is in line with all statutory requirements



Mr. Suresh Sheth (DIN: 00089981), a non-executive Director of the Company, be and is hereby appointed as an Independent Director of the Company.

Suresh Sheth has been on the board of the company for the past 22 years. The length of tenure is inversely proportionate to the independence of a director. Due to Suresh Sheth’s long association (>10 years) with the company, he is considered non-independent.



To revise remuneration of Mr. Anil Khanna, Managing Director, for the period from April 1, 2014 to February 20, 2015, as set out in the Supplementary Agreement (the Agreement) to be entered into between the Company and Mr. Anil Khanna, Managing Director.

The proposed remuneration sums up to Rs. 25.6 mn, which is comparable to industry peers and commensurate with the size and performance of the company.



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.

The new Articles of Association of the company will be in conformity with the Companies Act 2013.


To consider and adopt the audited financial statement of the Company for the financial year ended March 31, 2014, the Reports of the Directors and Auditors thereon


To confirm the payment of Interim Dividend of Rs.3 per equity share and to declare a Final Dividend Rs.5 per equity share



Re-appoint Mr T K Kurien ( DIN 03009368) who retires by rotation at this meeting and being eligible, offers himself for re-appointment and the re-appointment shall be on the same terms as approved by the shareholders at the Annual General Meeting held on July 19, 2011



To appoint Auditors M/s. BSR & Co LLP as Auditors

Fund Managers voted 'Against' but Proxy vote could not get casted due to operational reasons.


To appoint Mr Vyomesh Joshi (DIN 06404484),as an Independent Director of the Company



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



To appoint Dr Ashok S Ganguly (DIN 00010812) as an Independent Director of the Company



To consider Dr Jagdish N Sheth (DIN 00332717) as an Independent Director of the Company


Confidential








July to September' 2014 23-Jul-14 MANAGEMENT To declare a dividend. For Abstain




















To consider Mr William Arthur Owens (DIN 00422976) as an Independent Director of the Company



To consider appointment of Mr M K Sharma (DIN 00327684), as an Independent Director of the Company



To consider appointment of Ms Ireena Vittal (DIN 05195656), as an Independent Director of the Company



To consider adoption of newly substituted Articles of Association of the Company containing regulations in line with the Companies Act, 2013



To approve payment of remuneration to non-executive directors such remuneration shall not exceed 1% of the net profits of the Company in any financial year



To consider approval for amendments to Wipro Employee Restricted Stock Unit Plan 2004 (“RSU Plan 2004”), WiproEmployee Restricted Stock Unit Plan 2005 (“RSU Plan 2005”), Wipro Employee Restricted Stock Unit Plan 2007 (“RSU Plan 2007”) and Wipro Equity Reward Trust Employee Stock Purchase Plan 2013 (WERT ESPS 2013) and to Wipro Equity Reward Trust (WERT)




To receive, consider and adopt the audited Balance Sheet as at March 31, 2014 and the Statement of Profi t and Loss of the Company for the year ended on that date and the Reports of the Directors and Auditors thereon.






Mr. V Ravichandran, having DIN 00110086, be and is hereby re-appointed as a Director of the Company, liable to retire by rotation.




M/s Deloitte Haskins & Sells, Chartered Accountants, bearing Registration No.008072S , be and they are hereby appointed as Auditors of the Company on a remuneration of Rs. 47 lakhs plus reimbursement of out of pocket expenses and applicable taxes and the Board of Directors of the Company.




Dr. BVR Mohan Reddy, having DIN 0058215, be and is hereby appointed as an Independent Director of the Company.




Mr. Prasad Chandran, having DIN 00200379, be and is hereby appointed as an Independent Director of the Company.




Mr. Uday Chander Khanna, having DIN 00079129, be and is hereby appointed as an Independent Director of the Company.




Mrs. Ranjana Kumar, having DIN 02930881, be and is hereby appointed as an Independent Director of the Company.




Company for borrowing from time to time such sum or sums of money may be borrowed by the Board of Directors shall not exceed the sum of Rs. 1,500 crore, over and above the paid up capital and free reserves of the Company




Non-executive directors of the Company (i.e. directors other than the Managing Director and / or the Whole-time Directors) be paid, for a period of 5 years, remuneration, in addition to the sitting fees for attending the meetings of the Board of Directors or Committees thereof, as the Board of Directors may from time to time determine not exceeding in aggregate one percent of the net profits of the Company




To ratify the remuneration of the Cost Auditors for the financial year ending March 31, 2015




To receive, consider and adopt the Financial Statements of the company for year ended 31 March, 2014 including Audited Balance Sheet as at 31st March, 2014 and the Profit and Loss Account for the year ended on that date and the Report of the Auditors’ and Board of Directors thereon.



To declare dividend on equity shares for the financial year ended on 31st March, 2014.




To appoint a Director in place of Mr. D. R. Swar (holding DIN 00007495), who retires by rotation and being eligible, offers himself for re-appointment.




M/s P.G. Bhagwat (Firm Registration No.101118W) Chartered Accountants, be and are hereby re-appointed as the Statutory Auditors of the Company.




The Companies Act, 2013 and Rule 14 of the Companies Rules, 2014, consent of the Company be and is hereby accorded for the payment of remuneration of Rs. 5 Lacs to Company’s Cost Auditor, M/s. S. G. Jog , a proprietary firm of Cost Accountant.




Mr. A. C. Mukherji (holding DIN 00063975), Director of the Company who retires by rotation, be and is hereby appointed as an Independent Director of the Company.




Mr. Sunil Shah Singh (holding DIN 00233918), Director of the Company who retires by rotation, be and is hereby appointed as an Independent Director of the Company.




Mr. G. Krishna Rao (holding DIN 00058985), Director of the Company, be and is hereby appointed as an Independent Director of the Company.




Mr. P. S. Jawadekar (holding DIN 00155177), Director of the Company, be and is hereby appointed as an Independent Director of the Company.


Confidential
























Mr. J. Y. Tekawade (holding DIN 00075502), Director of the Company, be and is hereby appointed as an Independent Director of the Company.




The Articles of Association of the Company be and is hereby amended by deleting the existing Article 83 and substituting the following new Article 83.



The consent of the Company be and is hereby accorded to the Board of Directors of the Company, in excess of the aggregate of the paid-up share capital and free reserves of the Company, provided that the total amount of such borrowing and outstanding at any point of time, apart from temporary loans obtained / to be obtained from the Company’s Bankers in the ordinary course of business shall not exceed Rs.1000 Crores over and above the aggregate of the paid-up capital and free reserves of the Company.



To mortgage and/or charge and/or hypothecation (and/or lease and/or assign, in addition to mortgage(s)and/or charge(s) and/or hypothecations and/or assignment(s) created/to be created by the Company, in such formand manner and with such ranking as to priority and at such time and on such terms as the Board may determine, onall or any of the moveable and/ or immovable, tangible and/or intangible properties of the Company, from time to time of an aggregate value not exceeding Rs. 1000 Crores



The consent of the Company be and is hereby accorded to the Board of Directors of the Company to give loan(s) to any person or other body corporate and/or give any guarantee(s)/provide any security(ies) in connection with loan(s) made to any other body corporate or person and/or to acquire by way of subscription, purchase or otherwise the securities of any body corporate up to a limit not exceeding Rs. 1,000 Crores


MCLEOD RUSSELL INDIA LIMITED


To receive, consider and adopt the audited Financial Statements of the Company for the financial year ended 31stMarch 2014 together with the Reports of the Board of Directors and the Auditors thereon



To declare a dividend for the financial year ended 31st March 2014




To appoint a Director in place of Mr. Deepak Khaitan (holding DIN 00023780), who retires by rotation and, beingeligible, offers himself for re-appointment




To appoint a Director in place of Mr. Azam Monem (holding DIN 00023799), who retires by rotation and, beingeligible, offers himself for re-appointment




Messrs. Price Waterhouse, Chartered Accountants (ICAI Registration No. FRN 301112E), be and are hereby appointed as Auditors of the Company and remuneration to be fixed by the Board of Directors.”




Mr. Utsav Parekh (holding DIN 00027642) be and is hereby appointed as an Independent Director of the Company




Mrs. Ramni Nirula (holding DIN 00015330) be and is hereby appointed as an Independent Director of the Company




Dr. Raghavachari Srinivasan (holding DIN 00003968) be and is hereby appointed as an Independent Director of the Company




Mr. Bharat Bajoria (holding DIN 00109241), be and is hereby appointed as an Independent Director of the Company




Mr. Ranabir Sen (holding DIN 00068697), be and is hereby appointed as an Independent Director of the Company




Company be and is hereby accorded to the re-appointment of Mr. Aditya Khaitan (holding DIN 00023788) as the Managing Director of the Company




Company be and is hereby accorded to the re-appointment of Mr. Rajeev Takru (holding DIN 00023796) as a Wholetime Director of the Company




Company be and is hereby accorded to the re-appointment of Mr. Azam Monem (holding DIN 00023799) as a Wholetime Director of the Company




Company be and is hereby accorded to the re-appointment of Mr. Kamal Kishore Baheti (holding DIN00027568) as a Wholetime Director of the Company




Non-executive Directors of the Company (i.e. Directors other than the Managing Director and / or the Whole-time Directors) be paid remuneration, in addition to the sitting fee for attending the meetings of the Board of Directors or Committees thereof, as the Board of Directors may from time to time determine, not exceeding in the aggregate one percent of the net profits of the Company




Creation by the Board of mortgages and charges in addition to the existing mortgages and charges created by the Company as the Board may decide on such of the assets of the Company, both present and future, in such manner as the Board may direct, to or in favour of any one or more of the financial institutions/banks/any other investing agencies/trustees for the holders of debentures/bonds/other instruments


Confidential







July to September' 2014 23-Jul-14 CAIRN INDIA LIMITED MANAGEMENT For ABSTAIN Abstained as per Proxy Voting Policy

July to September' 2014 23-Jul-14 CAIRN INDIA LIMITED MANAGEMENT For FOR

July to September' 2014 23-Jul-14 CAIRN INDIA LIMITED MANAGEMENT For AGAINST













Remuneration payable to the Cost Auditors namely, Messrs. Mani & Co, Messrs. SPK Associates., Messrs. Kumar & Associates and Messrs. DGM & Associates for conducting Audit of Cost Accounting records maintained by the Company


NAVA BHARAT VENTURES LIMITED

To Authorise Board of Directors to mortage or Change in addition which is created by the Company, with the properties of the Company both movable or immovablealong with the power to take over the management for securing the borrowings of the Companyand other debts issued by the Companyfrom time to time subject to an aggregate sum of Rs. 3000 Crores and all other money payable by the Company.

The terms of borrowing, interest rates etc. for secured loans tend to be better than those for unsecured loans, which is beneficial for the company. This resolution is linked to Resolution #2 on borrowing limits


To Authorise Board of Directors of the Company to borrow periodically from time to time for the purpose of bussiness of the Company sum of money along with the credit including instruments such as floting rate notes or by way of commercial borrowings from the private sector for an aggregate amount not exceeding Rs. 3000 Crores.

Outstanding debt on March 31, 2014 was Rs.1.0 bn. The company’s bank loans are rated CRISIL A+/Stable/ CRISIL A1+, which denotes high degree of safety regarding timely servicing of financial obligations. The company has been conservative in raising debt: its credit protection measures are comfortable. Although the company has not disclosed the purpose of the incremental debt, the next resolution suggests that the company plans to leverage its balance sheet to support subsidiaries.


Investments into subsidiaries and other Bodies Corporate: Rs. 3000 Crores.

The company has on-going projects that are housed in subsidiaries. The inter-corporate transactions aggregating Rs. 30 bn are expected to be used to support these projects


Loan to Subsidiaries other Bodies corporate or Persons: Rs. 3000 Crores.



Guarentees against Loans/ Financialarrangements in favor of Subsidiaries, other bodies Corporate and Persons: Rs. 3000 Crores.



To receive, consider and adopt the financial statements of the Company for the year ended 31 March, 2014 together with the reports of the Directors’ and Auditors’ thereon.


To confirm declaration and payment of interim dividend of INR 6 per equity share made during the year 2013-14 and to declare final dividend of INR 6.50 per equity share for the year ended 31 March, 2014.

Cairn paid an interim dividend of Rs. 6.0 per equity share and proposes a final dividend of Rs. 6.50 per equity share for FY14. The dividend payout ratio for FY14 is 37.6%.


To appoint a Director in place of Ms. Priya Agarwal (DIN 05162177), who retires by rotation and is eligible for re-appointment.

Priya Agarwal is 24 years old and lacks the requisite experience to be a board member. Additionally, in FY 14, she had 60% attendance in board meetings. Over the past three years, she has attended only 6 meetings out of 11 meetings, which is less than our required threshold of a three-year minimum average of 75% attendance


To appoint S. R. Batliboi & Co. LLP, Chartered Accountants (Þ rm registration number: 301003E), 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 fix their remuneration.



Mr. Naresh Chandra (DIN 00015833), be and is hereby appointed as an Independent Director of the Company.

Naresh Chandra has been long associated with the Vedanta group: he was on the board of Vedanta Resources plc (the group’s ultimate holding company) between 2004 and 2013, and is currently on the board of Sesa Sterlite Limited (parent company). He is also on the board of 8 other listed companies, which is higher than the threshold prescribed under the amended clause 49 of the Listing Agreement


Dr. Omkar Goswami (DIN 00004258), be and is hereby appointed as an Independent Director of the Company.

Omkar Goswami is on the board of 7 other listed companies, which is higher than the threshold prescribed under the amended clause 49 of the Listing Agreement


Mr. Aman Mehta (DIN 00009364), be and is hereby appointed as an Independent Director of the Company.

Reappointment of Aman Mehta is in line with all the statutory requirements


Mr. Edward T Story, be and is hereby appointed as an Independent Director of the Company.

Edward T Story was a non-executive Director of Cairn Energy plc between 1997 and 2008. Cairn India was incorporated on August 21, 2006 as a subsidiary of UK-based Cairn Energy plc. Given his long association with the company (>10 years), we do not consider him to be independent.


Mr. Tarun Jain (DIN 00006843), be and is hereby appointed as a Director of the Company.

Reappointment of Tarun Jain is in line with all the statutory requirements


Remuneration of INR 885,000/- plus applicable taxes and out of pocket expenses payable to M/s. Shome & Banerjee (Firm Registration Number: 000001).

The board has approved the appointment and remuneration to M/s. Shome & Banerjee as cost auditor for FY15

THINKSOFT GLOBAL SERVICES LIMITED


To receive, consider and adopt the Audited Balance Sheet as at March 31, 2014 and the Profit and Loss Account for the year ended as on that date together with the reports of the Board of Directors' and Auditors' thereon.



To declare a final dividend of Rs.4/- per equity share of the face value of Rs. 10/- for the financial year 2013-14.




To appoint a Director in place of Mr. Gireendra Kasmalkar (DIN-01723047) who retires by rotation in terms of Section 152 (6) of the Companies Act, 2013 at this Annual General Meeting and being eligible offers himself for re appointment.


Confidential









July to September' 2014 25-Jul-14 NOVARTIS INDIA LIMITED MANAGEMENT For ABSTAIN Abstained as per Proxy Voting Policy

July to September' 2014 25-Jul-14 NOVARTIS INDIA LIMITED MANAGEMENT For FOR


July to September' 2014 25-Jul-14 NOVARTIS INDIA LIMITED MANAGEMENT For AGAINST














M/s. PKF Sridhar & Santhanam, Chartered Accountants, (Firm Registration No 003990S), be and are hereby re-appointed as the Statutory Auditors of the Company at a remuneration to be decided by the Board of Directors.




Mr. K. Kumar ( DIN - 02343860), Director of the Company, be and is hereby appointed as an Independent Director of the Company.




Dr.S.Rajagopalan ( DIN - 01584674), Director of the Company, be and is hereby appointed as an Independent Director of the Company.




Mr. Rajiv Kuchhal ( DIN - 02257381), Director of the Company, be and is hereby appointed as an Independent Director of the Company.




Mr. Ulrich Bäumer ( DIN - 06763831), Director of the Company, be and is hereby appointed as an Independent Director of the Company.




The approval of the members of the Company be and is hereby accorded for the re-designation of Dr. Martin Müller (DIN 06744669) as Managing Director and CEO of the Company, as per the agreement entered into by the Company with Dr. Martin Müller.




To approve the payment of remuneration to Directors other than Managing Director or Whole- time Director.




The approval of the Registrar of Companies and any other authority as may be necessary, the consent of the members be and is hereby given to change in the name of the Company from Thinksoft Global Services Limited to SQS INDIA BFSI Limited.



To receive, consider and adopt the Audited Profit and Loss Account for the year ended March 31, 2014 and the Balance Sheet as on that date together with the Reports of the Directors and the Auditors thereon


To declare dividend for the year ended March 31, 2014

The company proposes to pay dividend of Rs. 10 per equity share, FV Rs 5. Dividend pay-out ratio is at 37.9% in FY14.


To appoint Mr Ranjit Shahani (holding DIN 00103845) as Director, who retires by rotation and being eligible, offers himself for re-appointment

Ranjit Shahani’s reappointment is in line with all statutory requirements. Also see resolution # 7


To re-appoint the Auditors M/s Lovelock and Lewes and to fix their remuneration

Novartis India Ltd (Novartis India) proposes to reappoint Lovelock & Lewes as statutory auditors: Lovelock and Lewes is part of the PwC audit network. Prior to appointing Lovelock and Lewes, the company’s auditors were Price Waterhouse: they are also part of the PwC audit network. Therefore, audit firms belonging to the PwC network have been Novartis India’s statutory auditors for the past 12 years. The reappointment is not in line with the spirit of section 139 of the Companies Act 2013


Mr Dinesh Charak, be and is hereby appointed as a Director of the Company, whose term of office shall be liable to retire by rotation

Dinesh Charak is an Executive Director: his appointment is in line with all statutory requirements. Also see resolution # 6.


Appointment of Mr Dinesh Charak (holding DIN 06827519) as Whole Time Director of the Company

The proposed remuneration for Dinesh Charak of Rs. 18.0 mn is for FY15 and it is comparable to peers. We also recognize that Dinesh Charak is a professional executive with requisite experience for the role


Increase in the salary payable to Mr Ranjit Shahani, Vice Chairman and Managing Director (holding DIN 00103845) from Rs. 8,740,000 per annum to Rs. 10,250,000 per annum

The company proposes to increase the salary of Ranjit Shahani from Rs. 8.74 mn p.a. to Rs. 10.25 mn p.a. The increment will be of 17.3%. The company proposes to increase the salary of Ranjit Shahani from 1 October 2013 instead of 1 April 2014; hence the company is seeking shareholders’ approval. We are not in favour of hike in the remuneration when the performance of the company has been deteriorating


Ms Manisha Girotra be and is hereby appointed as an Independent Director of the Company

Manisha Girotra’s reappointment is in line with all statutory requirements


Mr Jai Hiremath be and is hereby appointed as an Independent Director of the Company

Jai Hiremath’s reappointment is in line with all statutory requirements


Dr Rajendra Nath Mehrotra be and is hereby appointed as an Independent Director of the Company

Rajendra Nath Mehrotra has been on the board of the company for the past 14 years. The length of tenure is inversely proportionate to the independence of a director. Due to Rajendra Mehrotra’s long association (>10 years) with the company, he is considered non-independent.


M/s N. I. Mehta and Co., Cost Accountants (Firm Registration No. 102055) appointed as Cost Auditors by the Board of Directors of the Company

The reappointment of NI Mehta as Cost Accountants is in line with the statutory requirements. Remuneration to the cost auditors is set at Rs. 275,000.

COLGATE PALMOLIVE INDIA LIMITED


To receive, consider and adopt the Balance Sheet as at March 31, 2014 and the statement of Profit & Loss for the year ended on that date and the Reports of the Directors and the Auditors



To appoint a Director in place of Mr. Niket Ghate, who retires by rotation and being eligible, offers himself for re-appointment

Reappointment of Niket Ghate is in line with all the statutory requirements.



To appoint Auditors M/s Price Waterhouse and to fix their remuneration

Price Waterhouse have been Colgate’s statutory auditors for the past 12 years. The reappointment does not follow the spirit of Section 139 of the Companies Act 2013



M/s NI Mehta & Co, appointed as a Cost Auditors of the Company to be paid remuneration of Rs. 6,90,000

The reappointment of N.I. Mehta is as cost auditor is in-line with the statutory requirements. N. I. Mehta & Co.’s remuneration is set at Rs 0.69 mn.

Confidential






July to September' 2014 25-Jul-14 BIOCON LIMITED MANAGEMENT For ABSTAIN Abstained as per Proxy Voting Policy

July to September' 2014 25-Jul-14 BIOCON LIMITED MANAGEMENT For FOR


July to September' 2014 25-Jul-14 BIOCON LIMITED MANAGEMENT For AGAINST













Mr. R. A. Shah (DIN 00009851), be and is hereby appointed as a Non executive Independent Director on the Board of Directors of the Company

RA Shah has been on the board of the company for the last 31 years. The length of tenure is inversely proportionate to the independence of a director. Due to the long association (>10 years) of RA Shah in the board of the company, he is considered non-independent. Additionally, RA Shah is on the board of 13 other public limited companies, which is higher than the threshold prescribed in Section 165 of the Companies Act, 2013



Mr. P. K. Ghosh (DIN 00385098) be and is hereby appointed as a Nonexecutive Independent Director on the Board of Directors of the Company

PK Ghosh has been on the board of the company for the last 26 years. The length of tenure is inversely proportionate to the independence of a director. Due to PK Ghosh’s long association (>10 years) with the company, he is considered non-independent



Mr. J. K. Setna (DIN 00007433), be and is hereby appointed as a Nonexecutive Independent Director on the Board of Directors of the Company

JK Setna has been on the board of the company for the last 36 years. The length of tenure is inversely proportionate to the independence of a director. Due to JK Setna’s long association (>10 years) with the company, he is considered non-independent



Mr. V. S. Mehta (DIN 00041197), be and is hereby appointed as a Nonexecutive Independent Director on the Board of Directors of the Company

VS Mehta has been on the board of the company for the last 13 years. The length of tenure is inversely proportionate to the independence of a director. Due to VS Mehta’s long association (>10 years) with the company, he is considered non-independent



Dr. (Ms) Indu Shahani (DIN 00112289) be & hereby apppointed Non-executive Independent Director on the Board of Directors of the Company

Reappointment of (Ms.) Indu Shahani is in line with all the statutory requirements


To receive, consider and adopt the audited Balance Sheet as at March 31, 2014 and Profit & Loss Account for the year ended on that date together with the Auditors Report thereon and the Directors’ report attached thereto


To declare a dividend of Rs. 5.00 per equity share (100%) for the year ended March 31, 2014



To appoint a director in place of Ms. Kiran Mazumdar Shaw (DIN: 00347229) who retires by rotation and being eligible, offers herself for re-appointment

The reappointment of Ms Kiran Mazumdar Shaw is in line with all the statutory requirements


To appoint Auditors M/s S. R. Batliboi & Associates LLP and to fix their remuneration

Biocon proposes to reappoint SR Batliboi & Co as statutory auditors: SR Batliboi & Co have been Biocon’s statutory auditors for the past 12 years. The reappointment does not follow the spirit of Section 139 of the Companies Act 2013


Dr. Arun S Chandavarkar be and is hereby appointed as a Director of the Company and the period of his office shall be liable to determination by retirement by rotation

Arun Chadavarkar’s appointment is in line with all statutory requirements. The proposed remuneration is in line when compared with the salaries of other industry peers.


Mr. Charles L Cooney (DIN: 01056607), Director of the Company be and is hereby appointed as an Independent Director of the Company

Charles Cooney is on the board of the company for the past 31 years. The length of tenure tends to be inversely proportionate to the independence of a director. Due to Charles Cooney’s long association (>10 years) with the company, he is considered non-independent.


Suresh N Talwar (DIN: 00001456), Director of the Company be and is hereby appointed as an Independent Director of the Company

Suresh Talwar is on the board of the company for the past 11 years. The length of tenure tends to be inversely proportionate to the independence of a director. Due to Suresh Talwar’s long association (>10 years) with the company, he is considered non-independent.


Dr.Bala S Manian (DIN: 01327667), Director of the Company be and is hereby appointed as an Independent Director of the Company

Dr Bala Manian is on the board of the company for the past 11 years. The length of tenure tends to be inversely proportionate to the independence of a director. Due to the Dr Bala Manian’s long association (>10 years) with the company, he is considered non-independent


Mr. Russell Walls (DIN: 03528496), Director of the Company be and is hereby appointed as an Independent Director of the Company

The reappointment of Russell Walls is in line with all the statutory requirements


Ms. Mary Harney (DIN: 05321964), Director of the Company be and is hereby appointed as an Independent Director of the Company

The reappointment of Ms Mary Harney is in line with all the statutory requirements


Mr. Daniel M Bradbury (DIN: 06599933), Director of the Company be and is hereby appointed as an Independent Director of the Company

The reappointment of Daniel Bradbury is in line with all the statutory requirements


M/s Rao Murthy & Associates, Cost Auditors appointed by the Board of Directors of the Company, to conduct the audit of the cost records of the Company

The board has approved the appointment and remuneration to Rao Murthy & Associates as cost auditor to conduct the audit of cost records of the company for FY15. Accordingly, consent of shareholders is sought through an ordinary resolution in order to ensure compliance with the said Section


Company be and is hereby accorded to the Board of Directors of the Company for borrowing from time to time as they may think fit, any sum or sums of money not exceeding Rs 2,000 crores

Biocon has maintained low debt levels in the past. Its debt programmes are rated CRISIL AA+/Stable/CRISIL A1+ and ICRA AA+/Stable/ICRA A1+, which denote high level of safety with regard to timely servicing of financial obligations. If the company borrows to the maximum extent of the limit, its debt protection measures will deteriorate, but remain at moderate levels


Company to mortgage and/or create charge onall or anyone or more of the movable/immovable properties or such other assets of the Company, wheresoever situated, both present and future


Confidential


July to September' 2014 25-Jul-14 ALSTOM INDIA LIMITED. MANAGEMENT For ABSTAIN Abstained as per Proxy Voting Policy

July to September' 2014 25-Jul-14 ALSTOM INDIA LIMITED. MANAGEMENT To declare a dividend on equity shares For FOR

July to September' 2014 25-Jul-14 ALSTOM INDIA LIMITED. MANAGEMENT For FOR


July to September' 2014 25-Jul-14 ALSTOM INDIA LIMITED. MANAGEMENT For AGAINST


July to September' 2014 25-Jul-14 ALSTOM INDIA LIMITED. MANAGEMENT For AGAINST



July to September' 2014 25-Jul-14 ATUL LTD MANAGEMENT For Abstain Abstained as per Proxy Voting Policy

July to September' 2014 25-Jul-14 ATUL LTD MANAGEMENT To declare dividend For Abstain

July to September' 2014 25-Jul-14 ATUL LTD MANAGEMENT For Abstain













July to September' 2014 25-Jul-14 VAIBHAV GLOBAL MANAGEMENT For Abstain Abstained as per Proxy Voting Policy

July to September' 2014 25-Jul-14 VAIBHAV GLOBAL MANAGEMENT For Abstain



Company be and is hereby authorised totake all such actions and to give all such directions and to do all such acts, deeds, matters and things as may be necessary and/or expedient in that behalf



To receive, consider and adopt the Audited Financial Statements for the year ended on 31 March 2014 together with the Directors’ Report and the Auditors’ Report thereon


AIL has maintained a high dividend payout ratio of around 45%.


To appoint a Director in place of Mr. S.M. Momaya (DIN 00017199), who retires by rotation at this AGM, and being eligible, seeks re-appointment

Reappointment of SM Momaya is in line with all the statutory requirements


To appoint Auditors Messrs. S.N. Dhawan & Co and authorise the Board of Directors & to fix their remuneration

AIL proposes to re-appoint SN Dhawan & Co as the statutory auditor. The reappointment is line with the provisions of section 139 of the Companies Act 2013.


Mr. K. Vasudevan (DIN 00018023) be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation .

K Vasudevan is on the board of AIL for over 10 years. We do not consider him as independent


Mr. A.K. Thiagarajan (DIN 00292757) be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation.

Appointment of Rathindra Nath Basu is in line with all the statutory requirements


Mr. A.K. Thiagarajan (DIN 00292757) be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation.

AK Thiagarajan is on the board of AIL for over 10 years. We do not consider him as independent


Dr. Uddesh Kohli (DIN 00183409) be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation.

Reappointment of Dr. Uddesh Kohli is in line with all the statutory requirements


To Conduct the audit of the cost records of the Company & to fix their remuneration

The approval of shareholders - for payment of Rs 3,00,000 (excluding out of pocket expense) as remuneration to Shome & Banerjee as cost auditors of the company - is sought in order to ensure compliance with Companies Act 2013.


To receive, consider and adopt the Financial Statements of the Company for the year ended March 31, 2014 including the Balance Sheet as on March 31, 2014, the profit & loss Account and the Cash Flow Statement for the year ended on that date together with the Reports of the Directors and the Auditors thereon




To appoint a Director in place of Mr B N Mohanan (holding DIN 00198716) who retires by rotation under Article 134 of the Articles of Association of the Company and being eligible, offers himself for reappointment



To appoint a Director in place of Mr B S Mehta (holding DIN 00035019) who retires by rotation under Article 134 of theArticles of Association of the Company and being eligible, offers himself for reappointment



To Appoint the Auditors Dalal & Shah as the statutory auditors of the company and to fix their remuneration



Mr. S M Dutta, be and is hereby appointed as an Independent Director of the Company



Mr. G S Patel, be and is hereby appointed as an Independent Director of the Company



Dr. S S Baijal, be and is hereby appointed as an Independent Director of the Company



Mr. H S Shah, be and is hereby appointed as an Independent Director of the Company



Mr. V S Rangvan, be and is hereby appointed as an Independent Director of the Company



Re-appointment of Mr. B N Mohanan as Wholetime Director of the Company



Appointment of Wholetime Director of Mr. S Nammalvar as alternate Director to Mr. B N Mohanan



Remuneration of Rs.2.24 lacs plus service tax as applicable and reimbursement of actual travel to be paid to M/s R Nanobhoy & Co, Cost Accountants



To create mortgages and | or charges on all or any of the immovable and or movable properties, the whole or substantially the whole undertaking or undertakings of the Company both present and future



To borrow moneys by way of loans, debenturesor otherwise from time to time for the purposes of the business upon such terms and conditions shall not exceed the aggregate of the paid–up share capital and free reserves by more than Rs. 400 crores



To receive, consider and adopt the audited financial statements of the Company for the year ended 31st March, 2014 together with the Reports of the Board of Directors and Auditors thereon.


To consider and approve the payment of Interim Dividend of Rs. 289.67 lacs on 44,00,000 1% Non-Convertible Redeemable Cumulative Preference shares of Rs. 100/- each declared and paid during the financial year ended 31st March, 2014.



Mrs. Sheela Agarwal (holding DIN : 00178548) who retires by rotation, offers herself for re-appointment.


Confidential















July to September' 2014 25-Jul-14 VAIBHAV GLOBAL SHAREHOLDER For Abstain









M/s Haribhakti & Co. Chartered Accountants (Firm Registration No. 103523W) and M/s B. Khosla & Co., Chartered Accountants ( Firm Registration No. 000205C) be and are hereby re -appointed as Joint Statutory Auditors of the Company.



Payment of Remuneration to Mr. Vikram Kaushik, Independent Director of the Company.



Payment of Remuneration to Mr. Mahendra Kumar Doogar, Independent Director of the Company.



Payment of Remuneration to Mr. Peter Duncan Whitford, Independent Director of the Company.



Payment of Remuneration to Mr. Mitha Lal Mehta, Independent Director of the Company.



Payment of Remuneration to Mr. Surendra Singh Bhandari, Independent Director of the Company.



Appointment of Mr. Sunil Agrawal as Chairman and Managing Director of the Company and approval of remuneration.



Change in the Articles of Association of the Company, existing article 154.



Approval of Vaibhav Global Employee Stock Option Scheme – 2014 (VGL- ESOS 2014) Independent Directors and Directors holding directly or indirectly more than 10% of the outstanding Equity Shares of the Company), whether wholetime or otherwise, whether working in India or out of India, 2,00,000 ( Two Lacs only) employee stock options (“ESOPs”) exercisable into not more than 2,00,000 (Two Lacs only) Equity Shares of the Company under “VGL-ESOS 2014.



Approval for issue of shares to the eligible employees of subsidiaries of the Company under VGL –ESOS 2014.



Approval for creating new Stock Options under existing VGL ESOP (As Amended) -2006 to create, offer, issue and allot at any time new 5,00,000 (Five Lacs only) Stock Options convertible into 5,00,0000 (Five Lacs only) Equity Shares of Rs.10/- each, to the benefit of such person(s) who are in permanent employment of the Company.



Approval for enhancing the exercise period under existing VGL ESOP (As Amended) -2006 pursuant to the Special Resolution passed in the Annual General Meeting held on 30th September, 2011



Approval of funding to Vaibhav Global Employee Stock Option Welfare Trust the approval and consent of the Members be and is hereby accorded to the Board of Directors of the Company with the money provided by the company shall not exceed 5% of the aggregate of paid up Share Capital and free reserves of the Company, to the “Vaibhav Global Employee Stock Option Welfare Trust.



Approval for borrowing power in terms of Section 180(1) (c) of the Companies Act, 2013 the aggregate of the paid-up share capital of the Company and its free reserves, provided that the total amount of such borrowing shall not exceed Rs. 1000 Crores.



Mr. Pulak Chandan Prasad (holding DIN : 00003557), who was appointed as an Additional Director, be and is hereby appointed as a Director whose office shall be liable to retire by rotation.



Mr. Vikram Kaushik (holding DIN : 00020529), who was appointed as an Additional Director be and is hereby appointed as an Independent Director of the Company.



Mr. Mahendra Kumar Doogar (holding DIN : 00319034), who was appointed as an Additional Director, be and is hereby appointed as an Independent Director of the Company.



Mr. Peter Duncan Whitford (holding DIN : 06864709), who was appointed as an Additional Director, be and is hereby appointed as an Independent Director of the Company.



Mr. Mitha Lal Mehta (holding DIN : 00043696), a non-executive Director, be and is hereby appointed as an Independent Director of the Company.



Mr. Surendra Singh Bhandari (holding DIN : 00043525), a non-executive Director, be and is hereby appointed as an Independent Director of the Company.


TILAKNAGAR INDUSTRIES LIMITED

The consent be and is hereby accorded to the Board of Directors of the Company or any committee constituted by the Board to borrow from time to time, whether by way of working capital facilities. Authorization to the Board of Directors to borrow money on behalf of the Company, not withstanding the amount to be borrowed together with the money already by the company, provided that the maximum outstanding amount of money so borrowed by the Board shall at any time not exceed Rs. 1000 Crore.

Tilaknagar Industries’ credit protection measures are at moderate levels reflected in consolidated debt/equity at 1.2x and Debt/EBITDA at 4.9x for the year ended March 31, 2014. The increase in borrowing limit will result in an incremental debt of Rs.3 bn (given that standalone debt on March 31, 2014 was Rs.7.1 bn): this increase in borrowings will deteriorate credit protection measures from present levels, but these will continue to remain at moderate levels


The consent be and is hereby accored to the Board of Directors or any committee constituted by the board to create mortage/pledge/hypothecation/charge on all or any of the movable/ immovable properties of the Company.In terms of the respective letter of sanction to be entered into the Comapny in respect of the said working capital other credit facilities not exceeding a sum of Rs. 1000 Crores.

The terms of borrowing, interest rates etc. for secured loans tend to be better than those for unsecured loans.

Confidential




July to September' 2014 26-Jul-14 ASHOK LEYLAND LIMITED MANAGEMENT For ABSTAIN Abstained as per Proxy Voting Policy

July to September' 2014 26-Jul-14 ASHOK LEYLAND LIMITED MANAGEMENT For FOR

July to September' 2014 26-Jul-14 ASHOK LEYLAND LIMITED MANAGEMENT For AGAINST









July to September' 2014 26-Jul-14 ASHOK LEYLAND LIMITED MANAGEMENT For AGAINST Same as above


Approval for keeping the Register of members and copiers of annual returns along with annexures in Mumbai at the office of Registrar and share transfer agent of the Company.

It is much more convenient for shareholders to inspect and access critical company documents like register of members, annual returns, etc. if they are kept at Mumbai instead of the company’s registered office in Ahmednagar


The conset be and is hereby accorded to the Board of Directors of the Company and adoption of a new set of Articles of association of the Company in alingment with the Companies Act, 2013.

The amendment is aimed at aligning the various clauses of the Articles of the company with the Companies Act 2013


The conset be and is hereby accorded for payment of remuneration by way of commission to the Non-Excecutive Directors for a period of five years subject to an overall ceiling of 1% of the net profit of the company.

Since September 2012, the non-executive directors have been eligible to receive commission of upto 1% of the company’s net profits (computed as per section 198 of Companies Act 1956). In FY13, the commission amounted to Rs.1.19 mn per director, which is reasonable, compared to the size and scale of operations of the company.


To receive, consider and adopt the Audited Statement of Profit and Loss for the year ended March 31, 2014, the Balance Sheet as at that date and the Report of Directors and Auditors thereon


To appoint a Director in the place of Mr. Dheeraj G Hinduja (DIN: 00133410) who retires by rotation interms of Article 106 of the Articles of Association of the Company and who, being eligible, offers himself for reappointment

His reappointment is in line with all the statutory requirements.


To appoint Auditors Messrs. M.S. Krishnaswami & Rajan and Messrs. Deloi e Haskins & Sells LLP and fix their remuneration.

MS Krishnaswami & Rajan and Deloitte Haskins & Sells have been the Company’s statutory auditors for 23 years and 10 years respectively. The both have jointly audited the company’s financial statements for 10 years. Ashok Leyland proposes to re-appoint them as the joint statutory auditors. The reappointment is not in the spirit of Section 139 of the Companies Act 2013.


Dr. Andreas H Biagosch be and is hereby appointed as an Independent Director of the Company



Mr. Anil Harish be and is hereby appointed as an Independent Director of the Company

Anil Harish is a Director in 14 public companies, which is higher than the threshold prescribed in the revised Clause 49 of SEBI’s Listing Agreement


Mr. D J Balaji Rao be and is hereby appointed as an Independent Director of the Company

D J Balaji Rao has been on Ashok Leyland’s Board for the past 16 years. The length of tenure is inversely proportionate to independence of a Director. Due to his long association (>10 years) with the company, he is considered non-independent. He is also a director in nine listed companies, which is higher than the threshold prescribed in the revised Clause 49 of SEBI’s Listing Agreement


Mr. Jean Brunol be and is hereby appointed as an Independent Director of the Company



Mr. Sanjay K Asher be and is hereby appointed as an Independent Director of the Company

Sanjay K Asher is a Director in 15 public companies, which is higher than the threshold prescribed in the revised Clause 49 of SEBI’s Listing Agreement.


Mr. Shardul S Shroff be and is hereby appointed as an Independent Director of the Company

Shardul S Shroff attended 17% of board meetings held in FY14, and 30% of the board meetings in the past three years. This is well below our threshold of a three-year minimum average of 75% attendance


Approval of the Company be and is hereby accorded for the appointment of Mr. Vinod K. Dasari (DIN:00345657) as the Managing Director of the Company

Vinod K Dasari’s remuneration is in line with remuneration paid to peers in industry.Ashok Leyland has clearly outlined the fixed and variable component of his proposed remuneration. His proposed remuneration excluding commission will be ~Rs.30.4 mn. Commission is the only variable component of his remuneration which is based on company’s performance.Ashok Leyland is a large company with a consolidated income of Rs.115.8 bn. Despite the decline in sales in the commercial vehicles industry on account of slowdown in mining and allied activities, Ashok Leyland has maintained its market share


To Authorize Company for borrowing any sum or sums of money from time to time whether in Indian rupees or foreign currency, provided such excess amount so borrowed by the Board shall not at any me exceed the limit of Rs. 8000 Crore

Ashok Leyland is highly leveraged. Ashok Leyland’s borrowings have significantly increased from Rs.31.0 bn in FY12 to Rs.85.0 bn in FY14. The consolidated debt to EBIDTA has increased to 16.5x (2.4 times in FY12) and interest coverage is negative (worsened from 3.7x in FY12). Incremental debt is likely to impact the debt servicing ability of the company.The proposed borrowing limit is 71% higher than loans outstanding as at 31 March 2014. We expect corporates to give granular details on the utilization plans in case they seek to increase their borrowing limit by a large amount. Further, the companies should increase their borrowing limit gradually and approach shareholders each year for any further increase in limit with adequate disclosure.


To create such charges, mortgages and hypothecations created by the Company, on such movable and immovable properties, both present and future, or the whole, or substantinally the whole, of the undertaking or undertakings of the Company, from time to time, up to an aggregate of paid-up capital of the Company, its free reserves and an additional amount of Rs.8000 Crore

Confidential

July to September' 2014 26-Jul-14 ASHOK LEYLAND LIMITED MANAGEMENT For AGAINST Same as above
















Authorize the Board of Directors of the Company to off er or invite subscrip ons for secured / unsecured redeemable non-conver ble debentures, in one or more series / tranches, aggrega ng upto Rs. 2000 Crore (Rupees two thousand crore only) on private placement basis, on such terms and conditions as the Board of Directors of the Company


Articles of Association of the Company be and is hereby amended by deleting the existing Article 98

The alteration will enable the company to pay sitting fees to the non-executive and independent directors as per the Companies Act 2013. The Companies Act 2013 has increased the amount of sitting fees upto Rs.100,000 for attending board and committee meeting.As a matter of transparency the company should disclose the amount it proposes to pay as sitting fees to each non-executive.


To create, offer, issue and allot from time to time, in one or more tranches, up to 2,000 lakh equity shares face value of Re. 1/- constituting 7.5% of the issued equity Share capital of the Company at such price or prices, at market price(s) or at a permissible discount or premium to market price(s) in terms of applicable regulations

The issuance of securities will enable the company to finance capital expenditure, working capital requirements, investment in Joint Ventures, Associate Companies (including Overseas Companies), expansion of the existing business, development of infrastructure for future growth and other approved corporate purposes.Assuming current market price of Rs.31.50 per share as the issuance price of securities, Ashok Leyland will raise Rs.6.3 bn. The maximum dilution from the issuance of securities will be 7.5% on the paid up equity share capital as on 31 March 2014


Remuneration of Rs. 5,00,000 (Rupees five lakh only) plus reimbursement of reasonable outof- pocket expenses actually incurred for the Financial Year ending March 31, 2015 as approved by the Board of Directors of the Company, to be paid to M/s Geeyes & Co, Cost Accountants

As per Section 148 of Companies Act 2013, the remuneration payable to cost auditors 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.The board has approved the appointment and remuneration of Geeyes & Co as cost auditor of the company for a remuneration of Rs.500,000 for FY15

PERSISTENT SYSTEMS LIMITED


To receive, consider and adopt financial statements of the Company for the year ended March 31, 2014, and the reports of the Board of Directors and Auditors thereon.



To declare a final dividend of Rs. 4 per share and confirm the interim dividend of ` 8 per share for the financial year ended March 31, 2014.

Dividend per share increased from Rs 9 in FY13 to Rs 12 in FY14. The company has maintained a dividend payout ratio of around ~21% in last three years



To appoint M/s. Joshi Apte & Co., Chartered Accountants as the Joint Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting upto the conclusion of the 27th Annual General Meeting to be held in calendar year 2017, subject to ratification by the Members at every Annual General Meeting.

Persistent proposes to re-appoint Joshi Apte & Co as joint the statutory auditor. The reappointment is in line with the provisions of section 139 of the Companies Act 2013.



To appoint M/s. Deloitte Haskins & Sells LLP, Chartered Accountants as the Joint Statutory Auditors of the Company, in place of M/s. S. R. Batliboi & Co. LLP, Chartered Accountants, retiring Joint Statutory Auditors, to hold office from the conclusion of this Annual General Meeting upto the conclusion of the 29th Annual General Meeting of the Company to be held in calendar year 2019, subject to ratification by the Members at every Annual General Meeting.

Persistent proposes to appoint Deloitte Haskins & Sells as joint statutory auditors, in place of SR Batliboi & Co. The appointment is line with the provisions of section 139 of the Companies Act 2013.



To adopt new set of Articles of Association of the Company containing regulations in conformity with the Companies Act, 2013 and Rules made thereunder.

The replacement with new AoA will enable the company to align with the provision of the new Companies Act (Companies Act 2013)



The approval of the Members be and is hereby accorded to the Board to create, offer, grant, issue, allot and cancel Stock Options, under the Persistent Employee Stock Option Scheme 2014 (hereinafter referred to as the “Scheme”).

Persistent seeks approval to introduce stock options scheme PSPL ESOP 2014 its employees and that of its subsidiaries. Under this scheme, maximum 1 million stock options will be granted. The company had 2.6 million stock options outstanding as on 31 March 2014. The company has not provided any details regarding exercise price. If options are granted at a significant discount, it will impact the financial performance of the company. Assuming all stock options granted and exercised by the employees, there will be 8% dilution in the present share capital of the company.



The approval of the Members be and is hereby accorded to the Board to extend the benefits of Persistent Employee Stock Option Scheme 2014 (hereinafter referred to as the “Scheme”).

Persistent seeks approval to introduce stock options scheme PSPL ESOP 2014 its employees and that of its subsidiaries. Under this scheme, maximum 1 million stock options will be granted. The company had 2.6 million stock options outstanding as on 31 March 2014. The company has not provided any details regarding exercise price. If options are granted at a significant discount, it will impact the financial performance of the company. Assuming all stock options granted and exercised by the employees, there will be 8% dilution in the present share capital of the company.



To appoint Mr. Pradeep Kumar Bhargava as an Independent Director of the Company not liable to retire by rotation.

Reappointment of PK Bhargava is in line with all the statutory requirements



To appoint Mr. Sanjay Kumar Bhattacharyya as an Independent Director of the Company not liable to retire by rotation.

Reappointment of SK Bhattacharyya is in line with all the statutory requirements



To appoint Dr. Anant Deep Jhingran as an Independent Director of the Company not liable to retire by rotation.

Reappointment of Dr. Anant Deep Jhingran is in line with all the statutory requirements



To appoint Mr. Prakash Telang as an Independent Director of the Company not liable to retire by rotation.

Reappointment of Prakash Telang is in line with all the statutory requirements

Confidential







July to September' 2014 26-Jul-14 PETRONET LNG LIMITED Postal Ballot MANAGEMENT For AGAINST

July to September' 2014 26-Jul-14 PETRONET LNG LIMITED Postal Ballot MANAGEMENT For AGAINST

July to September' 2014 26-Jul-14 PETRONET LNG LIMITED Postal Ballot MANAGEMENT For FOR

July to September' 2014 26-Jul-14 JK CEMENTS LIMITED MANAGEMENT For ABSTAIN Abstained as per Proxy Voting Policy

July to September' 2014 26-Jul-14 JK CEMENTS LIMITED MANAGEMENT For FOR


July to September' 2014 26-Jul-14 JK CEMENTS LIMITED MANAGEMENT For AGAINST










To appoint Mr. Kiran Umrootkar as an Independent Director of the Company not liable to retire by rotation.

Reappointment of Kiran Umrootkar is in line with all the statutory requirements



To appoint Ms. Roshini Bakshi as an Independent Director of the Company not liable to retire by rotation.

Appointment of Ms. Roshini Bakshi is in line with all the statutory requirements



To appoint Mr. Mritunjay Kumar Singh as a Director liable to retire by rotation and as an Executive Director of the Company.

Persistent seeks shareholders’ approval to appoint Mritunjay Kumar Singh as executive director of the company and fix his remuneration. He is designated as executive director and chief operating officer of the company. As per the proposed terms, his remuneration is estimated to be around Rs 6.2 mn. The proposed remuneration is comparable to industry peers



To approve related party transaction(s) being entered into with Persistent Systems, Inc., USA, a wholly owned subsidiary of the Company.

Persistent proposes to enter into transaction (commercial) of around Rs 4 bn with Persistent Systems, Inc., USA, a wholly owned-subsidiary of the company. It provides marketing support services for the US region and acts as a service provider for sales, marketing, onsite software development and other related services. The subsidiary contributes 34% to the company’s topline. This transaction is in the ordinary course of the business.



To approve borrowing including the amount already borrowed upto an amount ` 500 Crores (Rupees Five Hundred Crores) which is in excess of the aggregate of the paid up share capital and free reserves and to create charge on the assets of the Company.

Persistent is a debt-free company. Presently, it can borrow upto Rs 12.2 bn without taking shareholders’ approval. The company seeks approval for enabling resolution in order to ensure compliance with Section 180 of Companies Act; it has to take approval for previously approved borrowing limit through a special resolution.



To resolve, not to fill vacancy for the time being in the Board caused by retirement of Mr. Nitin Kulkarni, Director who retires by rotation and who does not seek re-appointment.

Nitin Kulkarni is an executive director of the company and he does not seek reappointment

Creation of Mortage and/ or Change on all or any of the Movable and/ or Immovable Properties of the Company.

This is an enabling resolution. However since it is linked to resolution 2, we vote against the resolution

Increase in Borrowing powers up to Rs. 20,000 Crore.

As on 31 March 2014, Petronet had a debt of Rs.32.9 bn. This translates into a debt/equity of 0.7x and debt/EBITDA of 2.7x. The company’s bank facilities are rated IND AA+ / Positive / IND A1+, which denotes high degree of safety regarding timely servicing of financial obligations.We recognize that the company is in expansion mode, with three key projects under development. These three projects require an estimated capex of Rs.85 bn, which will funded through a mix of debt and equity. In addition, the entire amount will not be required upfront as each of the projects will be completed in a phased manner. However, even if it is assumed that there will additional borrowings to the tune of Rs.85 bn, the company’s existing borrowing limit of Rs.150 bn offers adequate headroom to fund these capex programs.We believe that raising debt of upto Rs.200 bn will weaken the company’s financial profile and raise the leverage risk significantly. Accordingly, we vote AGAINST the resolution.

Raising funds up to Rs. 1000 Crore through issue of Secured/ Unsecured non-convertible debentures through Private Placements.

The non-convertible debentures will be part of the overall borrowing program


To receive, consider and adopt the audited Balance Sheet as at 31st March, 2014, Statement of Pro!t and Loss for the year ended on that date and the Repor ts of the Board of Directors and Auditors thereon


To declare Dividend on Equity Shares for the year ended 31st March, 2014

The company has maintained a dividend payout ratio in the range of 23-25% in last three years


To appoint a Director in place of Shri K.N.Khandelwal (DIN 00037250), who retires by rotation and being eligible offers himself for reappointment

Reappointment of KN Khandelwal is in line with all the statutory requirements


To appoint Auditors M/s P.L. Tandon & Company, and to fix their remuneration

JK Cement proposes to reappoint PL Tandon & Company as statutory auditors: PL Tandon & Company have been JK Cement’s statutory auditors for the past 10 years. The reappointment does not follow the spirit of Section 139 of the Companies Act 2013.


Shri Jagendra Swarup (holding DIN 00164708), be and is hereby appointed as an independent Director of the Company

Appointment of Jagendra Swarup is in line with all the statutory requirements


Mr. Paul Hugentobler (holding DIN 00452691), be and is hereby appointed as an independent Director of the Company

Appointment of Paul Hugentobler is in line with all the statutory requirements


Remuneration of Rs. 3,40,000 plus service tax to be paid to M/s. K.G.Goyal & Company for the conduct of the cost audit of the Company’s Cement Manufacturing Units viz. J.K.Cement Works, Nimbahera, J.K.Cement Works, Mangrol, J.K.Cement Works, Gotan, J.K.White Cement Works, Gotan all situated in the State of Rajasthan and J.K.Cement Works, Muddapur situated in the State of Karnataka, be and is hereby ratified and confirmed

The approval of shareholders - for payment of Rs 3,40,000 as remuneration to KG Goyal & Company as cost auditors of the company - is sought in order to ensure compliance with Companies Act 2013


Shri Achintya Karati (holding DIN 00024412) be and is hereby appointed as an independent Director of the Company

Reappointment of Achintya Karati is in line with all the statutory requirements


Shri Ashok Sharma (holding DIN 00057771) be and is hereby appointed as an independent Director of the Company

Reappointment of Ashok Sharma is in line with all the statutory requirements


Shri Jayant Narayan Godbole (holding DIN 00056830) be and is hereby appointed as an independent Director of the Company

JN Godbole is on the board of 13 other public companies including. In order to carry out their fiduciary responsibility with the necessary diligence, a director should not be on the board of more than ten public companies


Dr. K.B.Agarwal (holding DIN 00339934) be and is hereby appointed as an independent Director of the Company

Reappointment of Dr. KB Agarwal is in line with all the statutory requirements

Confidential










July to September' 2014 28-Jul-14 MANAGEMENT To declare dividend on equity shares For FOR







Shri Raj Kumar Lohia (holding DIN 00203659) be and is hereby appointed as an independent Director of the Company

Raj Kumar Lohia has been on the board of the company for the past 10 years. The length of tenure is inversely proportionate to the independence of a director. Due to Raj Kumar Lohia’s long association (>10 years) with the company, he is considered non-independent.


Shri Suparas Bhandari (holding DIN 00159637) be and is hereby appointed as an independent Director of the Company

Reappointment of Suparas Bhandari is in line with all the statutory requirements


Company to borrow in any manner from time to time any sum or sums of moneys at any one time shall not exceed the sum of Rs. 5000 Crores

JK Cement seeks shareholders’ approval for borrowing limit upto Rs 50 bn, which is 1.8 times the aggregate of paid-up capital and free reserves of the company. The company has not provided any details regarding the usage of proceeds from the borrowings, but we believe the company is raising debt to fund its on-going capital expenditure: the company is in the process implementing its projects including enhancement of cement capacity to 11.7 million tonne per annum, implementation of white cement-based wall putty project having a capacity of 2 lac tonne per annum etc.We note that the company has plans to raise equity of Rs 3 bn through issuance of shares to Qualified Institutional Buyers (QIBs): See resolution#18. This will help the company maintain the composition of debt and equity


Company to create mor tgages/charges/hypothecation in any manner whatsoever on all or any of the immovable and movable properties of the Company present and future, of the whole or substantially the whole of the under taking of the Company shall not exceed the aggregate of the amounts consented by the Company

The terms of borrowing, interest rates etc. for secured loans tend to be better than those for unsecured loans, which is beneficial for the company.


Sum not exceeding one percent per annum of the net pro!t of the company calculated in accordance with the provisions of Section 198 of the Companies Act, 2013 be paid to and distributed amongst the Directors other than the Managing Director & CEO or whole time director of the company or some or any of them in such amounts or propor tions and insuch manner and in all respects as may be decided and directed by the Board of Directors

The commission payable is in line with previous payout levels


Company be and is hereby accorded, effective April 1, 2014, for making offer(s) or invitation(s) to subscribe to Non-Convertible Debentures(“NCD”) (whether secured or unsecured) on a private placement basis to Nationalised Banks, Indian Private Banks, Foreign Banks/Other Banks/Financial Institutions/Tursts/ Other eligible Investors, in one or more tranches during the current Financial year ending March 31, 2015 upto a limit of Rs. 500 Croressubject to the overall borrowing limits of the Company, as approved by the Members, from time to time

The issuance of debentures on private placement basis will be a part of borrowing program of the company


Company, to create, offer, issue and allot (including with provisions for reservation on !rm and/or competitive basis, of such par t of issue and for such categories of persons including employees of the Company as may be permitted), with or without a green shoe option, in one or more tranches aggregating up to Rs. 300 Crores or equivalent thereof, in one or more tranche or tranches, and on such terms and conditions

The company proposes to issue equity shares upto Rs 3 bn to qualified institutional buyers in terms of the SEBI ICDR regulations, 2009. As per the company the reason behind this equity issuance is to raise additional capital to meet its CAPEX requirements and working capital requirement. The issuance of 7.9 million new equity shares will lead to a dilution of ~10 on post-issuance equity capital of the company (assuming current market price of Rs. 380)


Ar ticles 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 Ar ticles of Association of the Company

The replacement of existing AoA with new AoA will enable the company to align with the provision of the new Companies Act (Companies Act 2013). The replacement of existing AoA by a new AoA will be based on ‘Table F’ of Articles of Association as per the Companies Act, 2013.

GODREJ CONSUMER PRODUCTS LIMITED


To consider and adopt the audited financial statements (both standalone and consolidated) of the Company for the year ended March 31, 2014 which includes the Statement of Profit & Loss and Cash Flow Statement for the year ended March 31, 2014, the Balance Sheet as at that date, the Auditors’ Report thereon and the Directors’ Report



The company’s dividend per share has steadily increased from Rs.4.75 in FY12 to Rs.5.25 in FY14. The dividend payout has been maintained in the range of 30-40% in the last three years



To appoint a Director in place of Ms. Tanya Dubash (DIN: 00026028), who retires by rotation and being eligible, offers herself for re-appointment




To appoint a Director in place of Mr. Jamshyd Godrej (DIN: 00076250), who retires by rotation and being eligible, offers himself for reappointment




To appoint Auditors M/s. Kalyaniwalla & Mistry and fix their remuneration

Kalyaniwalla & Mistry have been the statutory auditors for 13 years, which can affect their independence. The reappointment is not in line with the spirit of Section 139 of the Companies Act 2013



Mr. Narendra Ambwani, who retires by rotation is hereby appointed as an Independent Director of the Company




M/s. P. M. Nanabhoy & Co., Cost Accountants appointed as Cost Auditors by the Board of Directors of the Company & to fix their remuneration

Their appointment is in line with all the statutory requirements. The proposed remuneration of Rs. 575,000 is reasonable compared to the size and scale of operations

Confidential


July to September' 2014 28-Jul-14 BLUE STAR LIMITED MANAGEMENT For ABSTAIN Abstained as per Proxy Voting Policy

July to September' 2014 28-Jul-14 BLUE STAR LIMITED MANAGEMENT To declare dividend. For FOR

July to September' 2014 28-Jul-14 BLUE STAR LIMITED MANAGEMENT For FOR


July to September' 2014 28-Jul-14 BLUE STAR LIMITED MANAGEMENT For AGAINST








July to September' 2014 29-Jul-14 IDFC LIMITED MANAGEMENT For Abstain Abstained as per Proxy Voting Policy

July to September' 2014 29-Jul-14 IDFC LIMITED MANAGEMENT To declare dividend on equity shares. For Abstain

July to September' 2014 29-Jul-14 IDFC LIMITED MANAGEMENT For Abstain








Payment of Commission on Profits to Non-Executive Directors but so that such commission shall not exceed 1% of the net profits of the Company

Since 2012, the non-executive directors have been eligible to receive commission of upto 1% of the company’s net profits. However, their pay has remained significantly lower than this threshold in the last three years and has been capped at Rs.1.5 mn per director.


To receive and adopt the Directors Report the audited balance sheet as at March 31, 2014the statement of Profit and Loss for the financial year ended as at the same date and the auditors reports thereon.


The company proposes to pay dividend of Rs. 4 per equity share. Dividend pay-out ratio is at 56.3% in FY14 (61.0% in FY13).


To appoint a Director in place of Mr. Vir S Advani who retires by rotation and being eligible offers himself for re-appointment.

Vir S Advani’s reappointment is in line with all statutory requirements


M/s. SRBC & Co, LLP, Charted Accountants (registeration no: 324982E) be and is hereby appointed as the staturatory auditors of the Company and to fix the remuneration.

Blue Star proposes to appoint SRBC & Co. LLP as statutory auditors: SRBC & Co. LLP is part of the Ernst & Young audit network. Prior to this appointment, the company’s auditors for the past 5 years were SR Batliboi & Associates LLP: they are also part of the Ernst & Young audit network. The appointment of SRBC & Co. LLP complies with the requirements of section 139 of the Companies Act 2013.


Ms. Shobana Kamineni (DIN: 00003836), who was appointed as an Additional Director of the Company, be and is hereby appointed as Independent Director of the Company.

Shobana Kamineni is on the board of 11 other public limited companies, which is higher than the threshold prescribed in Section 165 of the Companies Act, 2013.


Mr. Pradeep Mallick (DIN: 00061256), who was appointed as a Director liable to retire by rotation of the Company, be and is hereby appointed as Independent Director of the Company.

Pradeep Mallick has been on the board of the company for the past 11 years. The length of tenure is inversely proportionate to the independence of a director. Due to Pradeep Mallick’s long association (>10 years) with the company, he is considered non-independent


Mr. Gurdeep Singh (DIN: 0036922), who was appointed as a Director liable to retire by rotation of the Company, be and is hereby appointed as Independent Director of the Company.

Gurdeep Singh has been on the board of the company for the past 11 years. The length of tenure is inversely proportionate to the independence of a director. Due to Gurdeep Singh’s long association (>10 years) with the company, he is considered non-independent


Mr. Shailesh Haribhakti (DIN: 00007347), who was appointed as a Director liable to retire by rotation of the Company, be and is hereby appointed as Independent Director of the Company.

Shailesh Haribhakti is on the board of 11 other public limited companies, which is higher than the threshold prescribed in Section 165 of the Companies Act, 2013


Mr. M.K Sharma (DIN: 00327685), who was appointed as a Director liable to retire by rotation of the Company, be and is hereby appointed as Independent Director of the Company.

MK Sharma is on the board of 11 other public limited companies, which is higher than the threshold prescribed in Section 165 of the Companies Act, 2013


The appointment of Mr. Satish Jamdar as the Managing Director of the Company, subject to the retirement policy of the Company for its Directors upon the remuneration and initialized by the company secretry for the purpose of identification.

The proposed remuneration sums up to Rs. 31.5 mn (Rs. 30.5 mn paid for FY14). The remuneration paid to Satish Jamdar, for the last five years, is in commensurate with the net profit of the company. The proposed remuneration is comparable to its peers. We also recognize that Satish Jamdar is a professional executive (non-promoter) with requisite experience for the role


The remuneration of Rs. 7.50 lakhs payable to M/s. NI Mehta & Co. Cost Accountants for conducting the audit of the cost accounting records of the Company be and is hereby ratified.

The reappointment of NI Mehta & Co. as cost auditors, for a remuneration of Rs. 750,000 is in line with the statutory requirements


The conset of the company be and is hereby accorded to the payment of commission to the Non-Executive Directors including Independent Directors of the Company.

The average commission paid to each Non-Executive Director is Rs. 1.3 mn in FY14. We find the absolute amount of commission reasonable with respect to performance of the company.


To receive, consider and adopt the financial statements of the Company for the year ended March 31, 2014, including the audited Balance Sheet as at March 31, 2014, 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.




To appoint a Director in place of Mr. Joseph Dominic Silva (DIN - 06388807), who retires by rotation and being eligible, offers himself for reappointment.



Deloitte Haskins & Sells LLP, Chartered Accountants having Registration No. 117366W/W-100018, be and are hereby appointed as the Statutory Auditors of the Company.



Mr. S. H. Khan (DIN - 00006170), be and is hereby appointed as an Independent Director of the Company.



Mr. Gautam Kaji (DIN - 02333127), be and is hereby appointed as an Independent Director of the Company.



Mr. Donald Peck (DIN - 00140734), as a candidate for the office of Independent Director of the Company, be and is hereby appointed as an Independent Director of the Company.



The Company be and is hereby accorded to the Board of Directors of the Company, notwithstanding that money(ies) to be borrowed together with the money(ies) already borrowed by the Company would exceed the aggregate of the paidup share capital of the Company and its free reserves, provided that the total amount up to which money(ies) may be borrowed shall not exceed the sum of Rs. 80,000 crore.


Confidential




July to September' 2014 30-Jul-14 INFOSYS LIMITED MANAGEMENT For FOR



July to September' 2014 30-Jul-14 TATA STEEL LIMITED Postal Ballot MANAGEMENT For FOR



July to September' 2014 30-Jul-14 I T C LIMITED MANAGEMENT For ABSTAIN Abstained as per Proxy Voting Policy

July to September' 2014 30-Jul-14 I T C LIMITED MANAGEMENT For FOR




The consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company, to borrow from time to time, by issuance of Non-Convertible Securities, including but not limited to Non-Convertible Debentures and Commercial Papers (“CPs”), on Private Placement basis, with a view to augment the business of the Company, upto an amount not exceeding Rs. 80,000 crore.



Company be and is hereby accorded to create, issue and offer, in one or more tranches, equity shares and / or preference shares for an amount (including upon conversion of warrants or other convertible securities into equity shares) not exceeding Rs. 2000 crore (Rupees Two Thousand Crore only) at such price, either with or without premium as may be determined by the Board, at the option of the Company, as the case may be, and such issue and allotment be made in one or more tranches, on such terms and conditions as may be decided by the Board at the time of issue or allotment



The approval of the Members be and is hereby granted for alteration of the Object Clause of the Memorandum of Association of the Company by inserting Clause no. 29A after the existing Clause no. 29 under “OBJECTS INCIDENTAL AND ANCILLARY TO THE ATTAINMENT OF THE MAIN OBJECTS”.



Dr. Vishal Sikka(Dr. Sikka) who was appointed as an Additional Director and Whole-time Director of the Company by the Board of Directors and as the Cheif Executive Officer and Managing Director, be and is hereby appointed as the Director of the Company laible to retire by rotation.

Dr. Vishal Sikka is being appointed as the MD and CEO of Infosys at an annual pay of Rs.424.8 mn. While the remuneration is high compared to some of its peers in the Indian IT industry, it is comparable to global counterparts. In addition, 60% of his salary is variable, which helps establish the link between pay and company performance.Dr. Sikka brings with him years of experience in the product development, emerging technology and cloud computing space, all of which are high-margin business and which reflect future areas of growth for Infosys. In that context, the appointment of Dr. Vishal Sikka is a strategic investment in professional leadership made by Infosys and should be beneficial to the company and its shareholders in the long run.This move to hire Dr Vishal Sikka is similar to Wipro’s move to transform itself when it hired Vivek Paul in early 1999 when he was asked to run Wipro's software unit in India. Since then, Paul has been credited with creating a global business and for much of Wipro's growth into a multibillion dollar company.


K. V. Kamath, Director of the Company whose period of office is liable to determination by retirement of directors by rotation, be and is hereby appointed as an Independent Director of the Company.



R. Seshasayee, Director of the Company whose period of office is liable to determination by retirement of directors by rotation, be and is hereby appointed as an Independent Director of the Company.


Increase in Borrowing Limits from Rs. 50,000 Crores to 70, 000 Crores or the aggregate of the paid up capital & free reserves of the Company, whichever is higher

Currently, Tata Steel has a standalone debt of ~Rs.284 bn, against a borrowing limit of Rs.500 bn. However, with a capex of Rs.230 bn expected for development of its green-field project in Kalinganagar (Odisha) and further funds being required for investment in the maintenance, expansion and up-gradation of the company’s steel and mining assets, the existing borrowing limits might not provide sufficient headroom for the company to execute it plans.Over the past few years, the company has maintained good credit protection measures, with debt/EBITDA of 2.1x and debt/equity of 0.5x at the end of FY14. Tata Steel’s bank facilities are rated IND AA / Negative / IND A1+, which denotes high degree of safety regarding timely servicing of financial obligations. Further, the company has clarified that it will continue to maintain its debt/equity ratio within prudent limits.

Creation of Charges on the movable and immovable properties of the Company, both present & future, in respect of Borrowings, shall not anytime exceed Rs. 70,000 Crores

The terms of borrowing, interest rates etc. for secured loans tend to be better than those for unsecured loans

Further Issue of Securities not exceeding Rs. 14000 Crores

This is an enabling resolution to issue convertible/non-convertible securities. The private placement will be within the overall borrowing limit of the company. In case convertible securities are issued, issuance of new equity shares as a result of such conversion will be restricted to 5% of the extant paid-up capital of the company


To consider and adopt the Accounts of the Company for the financial year ended 31st March, 2014, the Balance Sheet as at that date and the Reports of the Directors and Auditors thereon.


To declare dividend for the financial year ended 31st March, 2014.

ITC proposes a final dividend of Rs.6 per equity share for FY14. The dividend payout ratio for FY14 is 63.5%.


To appoint a Director in place of Mr. Krishnamoorthy Vaidyanath who retires by rotation and, being eligible, offers himself for re-election.

Reappointment of K Vaidyanath is in line with all the statutory requirements.


Messrs. Deloitte Haskins & Sells, Chartered Accountants (Registration No. 302009E), be and are hereby appointed as the Auditors of the Company, at a remuneration of Rs. 195,00,000/-

The tenure of the statutory auditor is less than 10 years, which is in line with the provisions of the Companies Act, 2013 and the Clause 49 of the Listing Agreement.

Confidential








July to September' 2014 30-Jul-14 I T C LIMITED MANAGEMENT For AGAINST

July to September' 2014 30-Jul-14 LUPIN LIMITED MANAGEMENT For ABSTAIN Abstained as per Proxy Voting Policy

July to September' 2014 30-Jul-14 LUPIN LIMITED MANAGEMENT For FOR


July to September' 2014 30-Jul-14 LUPIN LIMITED MANAGEMENT For AGAINST








In terms of Section 149 of the Companies Act, 2013, or any amendment thereto or modification thereof, this Meeting hereby approves the maximum number of Directors on the Board of Directors of the Company at eighteen in line with Article 79 of the Articles of Association of the Company.

Keeping in view the diversified nature of the Company’s business portfolio and size of its operations, the company proposes to retain the Board’s strength limit to 18.


The consent be and is hereby accorded to variation in the terms of remuneration paid or payable to the Wholetime Directors of the Company with effect from 1st April, 2013 for the residual period of their respective appointment, as set out in the Explanatory Statement annexed to the Notice convening this Meeting.

The Board seeks the approval of shareholders to modify the remuneration to whole time Directors for their remainder term. The consolidated salary for YC Deveshwar is Rs.43.2 mn and N. Anand, P.V. Dhobale and K.N. Grant is Rs.8.6 mn.


Mr. Nakul Anand as a Director, liable to retire by rotation, and also as a Wholetime Director of the Company, on retirement and as may be determined by the Board of Directors of the Company.

Reappointment of Nakul Anand is in line with all the statutory requirements.


Mr. Pradeep Vasant Dhobale as a Director, liable to retire by rotation, and also as a Wholetime Director of the Company, with the policy on retirement and as may be determined by the Board of Directors of the Company.

Reappointment of Pradeep Dhobale is in line with all the statutory requirements.


Mr. Shilabhadra Banerjee be and is hereby appointed an Independent Director of the Company.

Reappointment of S. Banerjee is in line with all the statutory requirements.


Mr. Robert Earl Lerwill be and is hereby appointed a Director of the Company, liable to retire by rotation, or till such earlier date to conform with the policy on retirement and as may be determined by the Board of Directors of the Company.

Reappointment of R. E. Lerwill is in line with all the statutory requirements.


Mr. Suryakant Balkrishna Mainak be and is hereby appointed a Director of the Company, liable to retire by rotation, or to conform with the policy on retirement and as may be determined by the Board of Directors of the Company.

Reappointment of S. B. Mainak is in line with all the statutory requirements.


Any Member, beneficial owner, debenture-holder, other security-holder or other person entitled to copies of any documents / registers / records to be kept or maintained by the Company in physical or electronic form under the provisions of the Companies Act, 2013 or the Rules thereunder or any earlier enactment or rules, shall be provided copies thereof upon request on payment of fee of ` 10/- per page, or such other fee as may be prescribed from time to time and as may be determined by the Board.

The Board is seeking the approval of the shareholders to amend the AoA to charge fees from members seeking copies of documents.


To receive, consider and adopt the audited financial statements including the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss for the year ended on that date and the reports of the Board of Directors and Auditors thereon.


To confirm the payment of interim dividend at H 3/- per equity share and declare final dividend at H 3/- per equity share for the year ended March 31, 2014.

Total dividend for the year is Rs 6 per share (FV Rs 2). The pay-out ratio at 12.6% is lower than FY13 levels of 16.6%.


To appoint a director in place of Dr. Kamal K. Sharma, who retires by rotation and being eligible, offers himself, forre-appointment.

Reappointment of Kamal Sharma is in line with all the statutory requirements


As recommended by the Audit Committee, Deloitte Haskins & Sells LLP, Chartered Accountants, (ICAI Regn. No.117366W/W-100018), are eligible for re-appointment, be and are hereby re-appointed as Statutory Auditors subject to ratification by the members at the Thirty-Third Annual General Meeting.

Lupin proposes to reappoint Deloitte Haskins & Sells LLP as statutory auditors: Deloitte Haskins & Sells LLP have been Lupin’s statutory auditors for the past 10 years. The reappointment is not in line with the spirit of Section 139 of the Companies Act 2013


Dr. Vijay Kelkar (DIN 00011991), Non-Executive Director of the Company, who was liable to retire by rotation, be and is hereby appointed as an Independent Director of the Company.

Reappointment of Vijay Kelkar is in line with all the statutory requirements


Mr. Richard Zahn (DIN 02937226), Non-Executive Director of the Company, who was liable to retire by rotation, be and is hereby appointed as an Independent Director of the Company.

Reappointment of Richard Zahn is in line with all the statutory requirements


Mr. R. A. Shah (DIN 00009851), Non-Executive Director of the Company, be and is hereby appointed as an Independent Director of the Company.

RA Shah is on the board of 13 other public limited companies, which is higher than the threshold prescribed in Section 165 of the Companies Act, 2013. Although the Companies Act 2013 provides a one year window period for compliance, we believe companies and directors must proactively begin complying with the limits on maximum directorships


Dr. K. U. Mada (DIN 00011395), Non-Executive Director of the Company, who was liable to retire by rotation, be and is hereby appointed as an Independent Director of the Company.

KU Mada has been on the board of the company for the last 13 years. The length of tenure is inversely proportionate to the independence of a director. Due to the long association (>10 years) of KU Mada in the board of the company, he is considered non-independent.However, if the company believes that it will benefit from KU Mada serving on the board, they should appoint him as a non-independent director and induct additional independent directors to ensure that the board composition is in line with the requirements of Clause 49 of the Listing Agreement


Mr. Dileep C. Choksi (DIN 00016322), Non-Executive Director of the Company, and is eligible for appointment be and is hereby appointed as an Independent Director of the Company.

Reappointment of Dileep Choksi is in line with all the statutory requirements


Mr. S. D. Shenoy (FCMA, Membership No.8318), practicing cost accountant, Cost Auditor, appointed by the Board of Directors, to conduct the audit of the cost records of the Company, be paid the remuneration as set out in the Explanatory Statement annexed to the Notice convening this Meeting.

The reappointment of SD Shenoy is as cost auditor, for a remuneration of Rs 0.5 mn, is in-line with the statutory requirements

Confidential


July to September' 2014 30-Jul-14 MPHASIS LIMITED MANAGEMENT For ABSTAIN Abstained as per Proxy Voting Policy

July to September' 2014 30-Jul-14 MPHASIS LIMITED MANAGEMENT To declare a dividend on equity shares. For FOR

July to September' 2014 30-Jul-14 MPHASIS LIMITED MANAGEMENT For FOR






July to September' 2014 30-Jul-14 CESC LIMITED MANAGEMENT For ABSTAIN Abstained as per Proxy Voting Policy

July to September' 2014 30-Jul-14 CESC LIMITED MANAGEMENT To declare Dividend. For FOR

July to September' 2014 30-Jul-14 CESC LIMITED MANAGEMENT For FOR


July to September' 2014 30-Jul-14 CESC LIMITED MANAGEMENT For AGAINST







The Articles of Association of the Company and all other provisions of applicable laws, consent and approval of the Company be and is hereby accorded for mortgaging and/or charging by the Board of Directors of all the immovable and/or movable properties of the Company to secure any term loans, working capital facilities, debentures/bonds or any other type of financial assistance, not exceeding Rs. 20000 million

The resolution enables the company to provide security for its borrowings. Secured loans typically have easier repayment terms, less restrictive covenants, and marginally lower interest rates.


To receive, consider and adopt the consolidated and standalone Financial Statements of the Company comprising of audited Balance Sheet as at 31 March 2014 and the Statement of Profit and Loss, Cash Flow Statement for the period ended on that date, and the reports of the Directors’ and Auditors’ thereon.


The dividend for the five months ended 31 March 2014 is Rs 7 per share (Rs 17 per share for the year ended 31 October 2013). The payout ratio is maintained at 77%.


To appoint a director in place of Mr. James Mark Merritt, who retires by rotation and being eligible, offers himself for re-appointment.

James Mark Merritt is the Senior Vice President of HP’s Enterprise group business for the Asia Pacific and Japan region. His reappointment meets all statutory requirements


To appoint a director in place of Mr. Lakshmikanth K Ananth, who retires by rotation and being eligible, offers himself for re-appointment.

Lakshmikant Ananth heads the corporate development for the Cloud, Enterprise and Software global units at Hewlett-Packard. His reappointment meets all statutory requirements.


S R Batliboi & Associates LLP, Chartered Accountants (Registration No. 101049W) who retire at the conclusion of this Annual General Meeting, be and are hereby re-appointed as Statutory Auditors of the Company at a remuneration to be fixed by the Board of Directors of the Company.

Mphasis proposes to re-appoint SR Batliboi & Associates LLP as the statutory auditor. The reappointment is in line with the provisions of Section 139 of the Companies Act 2013


Mr. Stefan Antonio Lutz be and is hereby appointed as a director of the Company, whose period of office shall be liable for retirement by rotation.

Stefan Antonio Lutz is the Global Leader of Sales, Marketing & Operation, HP Technology Services. His appointment meets all statutory requirements


The approval of the Company be and is hereby accorded to grant Restricted Stock Units (RSUs), to apply for equity shares of the face value of Rs. 10 each of the Company with the underlying equity shares, created by allotment of further shares, not exceeding 550,000 equity shares of Rs. 10 each and that the Board of Directors of the Company and/or Committee of the Board of Directors be and are hereby authorized to take such steps and actions and give necessary directions as it deems fit to give effect to the resolution.

Mphasis proposes to issue 0.55 mn equity shares of Rs 10 each at face value (exercise price of Rs.10) to all senior employees and directors of the company, including employees reporting to leadership team, employees reporting to direct reportees to leadership team and others as identified as senior executive employees by the board. The potential equity dilution is ~0.26%. At the current market price (Rs 436.6), the total cost is estimated to be Rs 234 mn.


The approval of the shareholders be and is hereby accorded to the Board to extend the benefits of Mphasis Restricted Stock Units Plan-2014 proposed in the resolution be and is hereby authorized to take such steps and actions and give such directions as it may in its absolute discretion deem necessary and settle any question that may arise in this regard.

The options to be granted will be within the cap as proposed in Mphasis Restricted Stock Units Plan – 2014


To receive, consider and adopt the audited financialatatements for the financial statement for the year ended 31st March 2014, and the audited consolidated financial statement for the year ended on that date and the reports of the Board of Directors and the Auditors thereon.


Dividend payout ratio has increased to 18% from 13% in last three years


To appoint a Director in place of Mr. Sanjiv Goenka (DIN: 00074796) who retires by rotation and , being eligible, offers himself for reappointment.

Reappointment of Sanjiv Goenka is in line with all the statutory requirements


To appoint a Director in place of Mr. Sanjay Kumar Pai (DIN: 00307575) who retires by rotation and, being eligible, offers himself for reappointment.

Reappointment of SK Pai is in line with all the statutory requirements.


The retiring Auditors, Messers. Lovelock and Lewes(Firm Registeration number 301056E), be and they are hereby reappointed Auditors of the Company.

CESC proposes to reappoint Lovelock & Lewes as statutory auditors: Lovelock & Lewes have been CESC’s statutory auditors for the past 18 years. The reappointment is not in line with the spirit of Section 139 of the Companies Act 2013. Under section 139 of the Companies Act 2013, an audit firm’s tenure may extend to a maximum of two consecutive terms of five years each (maximum 10 years). Although the Act has given companies a three-year window to comply, we expect companies to be proactive and start abiding by the spirit of the regulations at the earliest


Mr. Brij Mohan Khaitan (holding DIN 00023771), be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation.

BM Khaitan has been on the board of the company for the past 20 years. The length of tenure is inversely proportionate to the independence of a director. Due to his long association (>10 years) with the company, he is considered non-independent.


Mr. Srikandath Narayan Menon (holding DIN 01475746), be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation.

As SN Menon has not attended any of the board meetings held in last three financial years. Considering the poor attendance level in board meetings, we vote AGAINST his reappointment


Mr. Chandra Kumar Dhanuka (holding DIN 00005684), be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation.

Reappointment of CK Dhanuka is in line with all the statutory requirements


Mr. Pradip Kumar Khaitan (holding DIN 00004821), be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation.

Reappointment of PK Khaitan is in line with all the statutory requirements


Ms. Rekha Sethi (holding DIN 06809515), who was appointed as an additional director of the Company by the Board of Directors be and is hereby appointed a Director of the Comapany.

Appointment of Ms. Rekha Sethi is in line with all the statutory requirements

Confidential





July to September' 2014 30-Jul-14 MANAGEMENT To declare dividend on equity shares. For FOR













To Mortgage, charge and / or otherwise encumber all or any of the properties of the company, whether immovable or movable and whether present or future and whosoever the same may be situate to several Banks

CESC seeks shareholders’ approval to create charge on its assets against the financial assistance of ~Rs 2 bn provided by the lenders including HDFC Bank, SBI, Axis Bank, Union Bank etc. On 31 March 2014, ~25% of the company’s assets were secured. The terms of borrowing, interest rates etc. for secured loans tend to be better than those for unsecured loans, which is beneficial for the company.


Board of Directors of the Company for Borrowing from time to time any sum or sums of moneys on such terms & conditions as the Board may deem requisite or proper for the purpose of the business of the Company, at any time shall not exceed the limit of Rs. 4500 Crores

CESC has fully utilized its present borrowing limit of Rs 38 bn as on 31 March 2014. With an outstanding standalone debt of Rs 38.6 bn, the company can borrow upto Rs 70.4 bn (aggregate of paid-up capital and free reserves of the company) without shareholders’ approval. The company proposes to increase the borrowing limit to Rs 45 bn, in order to ensure compliance with Section 180 of the Companies Act, 2013.


The Remuneration of Rs. 5,50,000 of M/s Shome & Banerjee, Cost Accountants, as Cost Auditors of the Company for the financial year ending 31 March 2015

As per Section 148 of Companies Act 2013, the remuneration payable to cost auditors 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.The board has approved the appointment and remuneration of Shome & Banerjee as cost auditors and remuneration has been set at Rs.550,000 for FY15.



To receive, consider and adopt a) the audited financial statement of the Company for the financial year ended on 31st March, 2014, the Reports of Board of Directors and Auditors thereon, and b) the audited consolidated financial statement of the Company for the financial year ended on 31st March, 2014.



Following the secular decline in profits over the past three years (profits have almost halved in FY14 compared to FY12 levels), JSPL has reduced its dividend marginally to Rs.1.5 per share from Rs.1.6 per share. Notwithstanding, dividend payout ratio continues to remain low, averaging at around 10%.



To appoint a director in place of Shri Ratan Jindal (DIN: 00054026) who retires by rotation and being eligible offers himself for re-appointment.

Ratan Jindal has attended only 50% of the board meetings held in FY14 and 53% of the board meetings held over the past three years. We expect directors to take their responsibilities seriously and attend all board meetings; however does not vote against promoter directors on account of attendance. We will continue to monitor Ratan Jindal’s attendance in future.



To appoint a director in place of Smt. Shallu Jindal (DIN: 01104507) who retires by rotation and being eligible offers herself for re-appointment.

Shallu Jindal has been on the board for two years. She has attended 8 of 11 meetings held in the last two years.



To appoint M/s S. R. Batliboi & Co. LLP, Chartered Accountants, (ICAI Firm Registration No. 301003E) as Statutory Auditors of the Company in place of M/s S. S. Kothari Mehta & Co., Chartered Accountants and to fix their remuneration.

JSPL proposes to change its statutory auditors and appoint S R Batliboi. The company’s previous auditors S. S. Kothari Mehta & Co have been the company’s statutory auditors since 1998-99. S R Batliboi’s appointment is in line with the requirements of Section 139 of the Companies Act 2013



Shri K. Rajagopal (DIN: 00135666), who was appointed as a Director, be and is hereby appointed as a Director of the Company, liable to retire by rotation.




Shri Arun Kumar Purwar (DIN: 00026383), who was appointed as a Director liable to retire by rotation, be and is hereby appointed as an Independent Director of the Company.




Shri Haigreve Khaitan (DIN: 00005290), who was appointed as a Director liable to retire by rotation, be and is hereby appointed as an Independent Director of the Company.

Haigreve Khaitan has attended 33% of the board meetings held in FY14 and 46% of the board meetings held over the past three years. This is well below our required threshold of a three-year minimum average of 75% attendance. He is also on the board of 14 public limited companies which is higher than the threshold prescribed by the Companies Act 2013. Although the Companies Act 2013 provides a one-year period to comply with the limits on directorships, we believe companies and directors must proactively begin compliance.



Shri Hardip Singh Wirk (DIN: 00995449), who was appointed as a Director liable to retire by rotation, be and is hereby appointed as an Independent Director of the Company.




Shri Ram Vinay Shahi (DIN: 01337591), whose term of office is liable to determination by retirement of director by rotation, be and is hereby appointed as an Independent Director of the Company




Shri Arun Kumar (DIN: 01772163), whose term of office is liable to determination by retirement of director by rotation, be and is hereby appointed as an Independent Director of the Company




Shri Sudershan Kumar Garg ((DIN: 00055651), whose term of office is liable to determination by retirement of director by rotation, be and is hereby appointed as an Independent Director of the Company




Company be and is hereby given for payment of commission to the Independent Directors of the Company up to an aggregate amount not exceeding 1% of the net profits of the Company

This is the first time that the company has decided to pay commission to the independent directors. Shareholders must seek confirmation from the management on the actual range of payouts. As a measure of transparency, we expect companies to fix the absolute amount of commission payable to non-executive directors

Confidential




















July to September' 2014 31-Jul-14 JSW STEEL LIMITED MANAGEMENT For ABSTAIN Abstained as per Proxy Voting Policy

July to September' 2014 31-Jul-14 JSW STEEL LIMITED MANAGEMENT For FOR






M/s Ramanath Iyer & Co. 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 2014-15 be paid remuneration of Rs. 6,50,000/-

Their reappointment is in line with all the statutory requirements



Company hereby approves revision in the share in profits payable to Shri Naveen Jindal in the capacity of Wholetime Director of the Company from 1.5% to 1% of net profits per annum (on standalone basis) of the Company for financial year 2014-15

Shareholders must note that the company’s performance has been deteriorating over the last three years. The company has also shown negative returns on shareholder value over the last five years. The salary paid to Naveen Jindal has also been reduced accordingly.



Articles of Association of the Company, a copy of which is placed before the meeting,be and is hereby approved and adopted as the new Articles of Association of the Company, in substitution of the existing Articles of Association of the Company.

The new Articles of Association will be in conformity with the Companies Act 2013



Company hereby approves revision in remuneration of Shri Ravi Uppal, Managing Director & Group CEO of the Company

The proposed remuneration is in line with the performance of the company and peers in the industry



Company hereby approves revision in remuneration of Shri K. Rajagopal, Group CFO & Director of the Company




Company hereby approves revision in remuneration of Shri Dinesh Kumar Saraogi, Wholetime Director of the Company


MARICO KAYA ENTERPRISES LIMITED

Approval for increase in Registered Foreign Portfolio Investors (“RFPIs”) Investment limit, to 40% of the paid up equity share capital of theCompany.


TORRENT PHARMACEUTICALS LTD


To receive, consider and adopt the Financial Statements as at 31st March, 2014 including the Audited Balance Sheet as at 31st March, 2014, the statement of Profit and Loss for the year ended on that date and reports of the Directors and Auditors thereon.



To confirm the payment of interim dividend on equality shares for the financial year ended 31st March, 2014 and to declare final dividend on equality shares for the said financial year. The Board of Directors and its meeting held on 21st January, 2014 declared normal annual dividend as interim dividend of Rs. 5 per equality share of fully paid up face value of Rs. 5each of the financial year ended 31st March, 2014 and its meeting held on 9th May, 2014 recommended a special dividend as a final dividend of Rs. 5 per equality share of fully paid up face value of Rs. 5each of the financial year.




To appoint a Director in place of Shri Samir Mehta, Director, who retires by rotation, and being eligible, offers himself for re-appointment.




To appoint Deloitte Haskins & Sells, Chartered Accountants, Ahmedabad (Firm Registration No. 117365W), as Statutory Auditors of the Company.

Fund Manager voted "Against", however proxy vote could not get casted due to operational reasons.



the consent of the Company be and is hereby accorded for ratification of the below remuneration to Kirit Mehta & Co., Cost Accountants as the Cost Auditors of the Company,




Shri Shailesh Haribhakti (holding DIN 00007347), Director of the Company, be and is hereby appointed as an Independent Directors on the Board of Directors of the Company.




Shri Haigreve Khaitan (holding DIN 00005290), Director of the Company, be and is hereby appointed as an Independent Directors on the Board of Directors of the Company.




Shri Pradeep Bhargava (holding DIN 00525234), Director of the Company, be and is hereby appointed as an Independent Directors on the Board of Directors of the Company.




Shri Ashish Nanda (holding DIN 06823684), be and is hereby appointed as an Independent Directors on the Board of Directors of the Company.




Smt. Bhavna Doshi (holding DIN 00400508), be and is hereby appointed as an Independent Directors on the Board of Directors of the Company.




The appointment of Shri. Samir Mehta as Excecutive Chairman of the Company.




Dr. Chaitanya Dutt as a Whole-time Director of the Company, to be designated as Director of the Company.



To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended 31st March, 2014, including the audited Balance Sheet as at 31st March, 2014 and the Statement of Profit and Loss forthe year ended on that date and the Reports of the Board of Directors and Auditors thereon


To declare dividend on the 10% Cumulative Redeemable Preference Shares of the Company for the financial year 2013- 14.

The company proposes to pay dividend of Rs.279 mn on 10% cumulative redeemable preference shares for FY14.


To declare dividend on the Equity Shares of the Company for the financial year 2013-14

The aggregate dividend payout ratio during the last three years averaged ~16%.


To appoint a Director in place of Mr. Seshagiri Rao M.V.S. (DIN 00029136), who retires by rotation and being eligible, offers himself for re-appointment

The reappointment of Seshagiri Rao is in line with all the statutory requirements.


To appoint Auditors M/s. Deloitte Haskins & Sells LLP of the Company and fix their remuneration

JSW Steel proposes to reappoint Deloitte Haskins & Sells as the statutory auditor. The reappointment is in line with the provisions of section 139 of the Companies Act 2013.

Confidential

July to September' 2014 31-Jul-14 JSW STEEL LIMITED MANAGEMENT For AGAINST

















Mr. Sudipto Sarkar be and is hereby appointed as an Independent Director of the Company

Sudipto Sarkar is on the board of the company for the last 13 years. The length of tenure tends to be inversely proportionate to the independence of a director. Due to Sudipto Sarkar’s long association (>10 years) with the company, he is considered non-independent. However, if the company believes that it will benefit from Sudipto Sarkar serving on the board, they should appoint him as a non-independent director and induct additional independent directors to ensure that the board composition is in line with the requirements of Clause 49 of the Listing Agreement.


Dr. S.K. Gupta be and is hereby appointed as an Independent Director of the Company

The reappointment of Dr SK Gupta is in line with all the statutory requirements.


Dr. Vijay Kelkar be and is hereby appointed as an Independent Director of the Company

The reappointment of Dr Vijay Kelkar is in line with all the statutory requirements.


Mr. Uday M. Chitale be and is hereby appointed as an Independent Director of the Company

The reappointment of Uday Chitale is in line with all the statutory requirements.


Mr. Kannan Vijayaraghavan be and is hereby appointed as an Independent Director of the Company

The reappointment of K Vijayaraghavan is in line with all the statutory requirements.


Mrs. Punita Kumar Sinha be and is hereby appointed as an Independent Director of the Company

The reappointment of Ms Punita Sinha is in line with all the statutory requirements.


Company hereby approves the re-appointment of Mr. Seshagiri Rao M.V.S. (DIN 00029136), as a Whole-time Director of the Company

Seshagiri Rao’s appointment is in line with all the statutory requirements. His maximum proposed remuneration is ~61.0 mn, which includes the performance bonus. It is observed that historically the company has not paid any commission to any professional executive directors. The remuneration received by him in previous year (Rs.36.5 mn) is in line when compared with the salary of his industry peers.


Company hereby approves the re-appointment of Mr. Jayant Acharya (DIN 00106543) as a Whole-time Director of the Company,

Jayant Acharya’s appointment is in line with all the statutory requirements. His maximum proposed remuneration is ~ Rs 61.0 mn, which includes the performance bonus. It is observed that historically the company has not paid any commission to any professional executive directors. He was paid Rs 23.6 mn last year.


Company (i.e. directors other than the Managing Director and / or the Whole-time Directors) be paid, remuneration for a period of five years from the financial year commencing from April 1, 2014, in addition to the sitting fee and reimbursement of expenses for attending the meetings of the Board of Directors or Committees thereof not exceeding in the aggregate, one percent of the net profits of the Company for each financial year

JSW Steel proposes to pay commission of upto 1% of net profit to the non-executive directors for each financial year. The company has paid around 0.1% of net profit as commission to non-executive directors in past three financial years.


Company be and is hereby accorded to the Board of Directors of the Company (“the Board”), for borrowing from time to time, any sum or sums of money, on such security and on such terms and conditions, the total amount so borrowed in excess of the aggregate of the paid-up capital of the Company and its free reserves shall not at any time exceed Rs. 50,000 crores

The company proposes to increase the borrowing limit to meet its CAPEX requirement including investments in Indian and overseas subsidiaries in pursuit of horizontal and vertical integration in steel business.


To hypothecate/mortgage and/or charge and/or encumber in addition to the hypothecations/ mortgages and/or charges and/or encumbrances created by the Company,

In line with the resolution 15, company needs to create charge on its additional borrowings.


Remuneration of Rs. 10 lakhs (Rupees ten lakhs only) plus service tax as applicable and reimbursement of actual travel and out of pocket expenses, to be paid to M/s. S.R. Bhargave & Co., Cost Auditors of the Company, for thefinancial year 2014-15, as approved by the Board of Directors of the Company, be and is hereby ratified

The board has approved the appointment and remuneration to SR Bhargave & Co as cost auditor to conduct the audit of cost records of the company for FY15. As per Section 148 of Companies Act 2014, the remuneration of Rs 1.0 mn payable to cost auditors has to be ratified by shareholders of the company. Accordingly, consent of shareholders is sought through the ordinary resolution in order to ensure compliance with the said Section.


Board of Directors of the Company, for making offer(s) or invitations to subscribe to secured / unsecured redeemable non-convertible debentures, in one or more tranches, aggregating up to Rs. 10,000 crores (Rupees ten thousand crores only) during the financial year 2014-15,

The issuance of debentures on private placement basis will be a part of borrowing program of the company.


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.

JSW Steel proposes to amend the Articles of Association (AoA) to delete/amend the references to various sections and schedules to the Companies Act, 1956 and to substitute them with the provisions of Companies Act, 2013.


Board be and is hereby authorised in its absolute discretion, to create, offer, issue and allot in one or more tranches, Fully Convertible Debentures/Partly Convertible Debentures/Optionally Convertible Debentures/ Non-Convertible Debentures with warrants or any other Securities (other than warrants) or a combination thereof, for an aggregate amount not exceeding Rs. 4,000 crores (Rupees four thousand crores only), inclusive of such premium as may be decided by the Board

JSW Steel plans to raise Rs.40.0 bn, which may be in the form of issue of equity shares, convertible instruments or non-convertible debt instruments with warrants. In case the company was to raise the entire Rs.40.0 bn at the current market price of Rs.1193.0, the company would have to issue ~33.5 mn shares: this would result in an equity dilution of ~3% on the post issuance share capital of the company.


Company be and is hereby accorded to the Board to create, offer, issue and allot such number of Foreign CurrencyConvertible Bonds/Global Depository Receipts / American Depository Receipts/ Warrants and/or other Instruments convertible into equity shares optionally or otherwise (hereinafter referred to as “Securities”) or any combination of such Securities, at such price or prices, at a discount or a premium to market price or prices in such manner and on such terms and conditions as may be deemed appropriate by the Board

JSW Steel has planned to incur CAPEX of Rs.120.0 bn over the next two years to increase the capacity from the existing 14.3 MTPA to 18 MTPA. The CAPEX for FY15 is estimated to be at Rs.75 bn. Therefore the company seeks to issue securities to meet its CAPEX needs including refinancing of expensive debt to reduce interest costs.

Confidential


July to September' 2014 31-Jul-14 JSW STEEL LIMITED MANAGEMENT For AGAINST














Board to create, offer, issue, and allot such number of non-convertible foreign currency denominated bonds (“Bonds”), for an aggregate sum of upto USD 2 Billion (United States Dollars two billion only) or its equivalent in any other currency(ies), at such price or prices, at a discount or a premium to market price or prices in such manner and onsuch terms and conditions

This is part of the fund raising program as discussed in resolution 21.


Consent of the Members be and is hereby accorded for the Company to enter into a contract, as a licensee, with JSW Investments Private Limited as the licensor, for a license to use the ‘JSW’ brand for an annual fee of 0.25% of the consolidated net turnover of the Company

The ‘JSW’ brand is being held by JSW Investment Private Ltd (JSWIPL): JSWIPL holds 4.7% in JSW Steel. We estimate that over Rs.1.3 bn will be paid to JSWIPL for the use of the ‘JSW’ brand. The company has not explained what tangible benefits it gains from the use of the ‘JSW’ brand.


Consent of the Members be and is hereby accorded for the Company to enter into various transactions with JSW Steel Coated Products Limited, a wholly owned subsidiary of the Company, for an aggregate value of Rs. 30,000 crores, over a period of 36 months starting from 1st April, 2014

JSW Steel Coated Products Ltd (JSCPL) is a wholly owned subsidiary of JSW Steel acquired by the company in FY13. The company on its ordinary course of business sells Hot Rolled Coils, Cold Rolled Coils and Steel Products to JSCPL and also purchase Steel/Scrap from it. During FY14, the company purchased goods of Rs.5.3 bn and sold Steel/Scrap of Rs.59.9 bn. The related party transaction will enable the company to engage in buying/selling of goods to JSCPL on arm’s length basis. The aggregate value of transaction is proposed to be Rs.300.0 bn over a period of 3 years commencing from 1 April 2014. The transactions are part of the core business of the company.

DR REDDYS LABORATORIES LIMITED


To receive, consider and adopt the Balance Sheet as at 31 March 2014 and the Statement of Profit and Loss of the Company for the year ended on that date along with the Reports of the Directors’ and Auditors’ thereon.



To declare dividend on the equity shares for the financial year 2013-14.

The company proposes to pay dividend of Rs. 18 per equity share. Dividend pay-out ratio is at 18.5% in FY14 (23.6% in FY13).



To appoint a director in place of Mr. Anupam Puri (DIN: 00209113), who retires by rotation, and being eligible, seeks re-appointment as non-retiring Independent Director for a period of 4 (four) years.

Anupam Puri has been on the board of the company for the past 12 years. The length of tenure is inversely proportionate to the independence of a director. Due to Anupam Puri’s long association (>10 years) with the company, he is considered non-independent. If the company believes that it will benefit from Anupam Puri serving on the board, it should appoint him as a non-independent director.



To appoint a director in place of Dr. Bruce L A Carter (DIN: 02331774), who retires by rotation, and being eligible, seeks re-appointment as non-retiring Independent Director for a period of 5 (five) years.

Bruce Carter’s reappointment is in line with all statutory requirements.



To appoint a director in place of Mr. Sridar Iyengar (DIN: 00278512), who retires by rotation, and being eligible, seeks re-appointment as non-retiring Independent Director for a period of 5 (five) years.

Sridar Iyengar’s reappointment is in line with all statutory requirements.



M/s. B S R & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 101248W), who have offered themselves for re-appointment, be and are hereby re-appointed as Statutory Auditors of the Company.

Dr. Reddy’s Laboratories Ltd (DRL) proposes to reappoint BSR & Co. LLP as statutory auditors: BSR & Co. LLP has been DRL’s statutory auditors for the past 12 years (atleast). The reappointment is not in line with the spirit of Section 139 of the Companies Act 2013. Under section 139 of the Companies Act 2013, an audit firm’s tenure may extend to a maximum of two consecutive terms of five years each (maximum 10 years). Although the Act has given companies a three-year window to comply, we expect companies to be proactive and start abiding by the spirit of the regulations at the earliest.



Dr. Ashok S Ganguly (DIN: 00010812) an Independent Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation not liable to retire by rotation..

Ashok Ganguly’s reappointment is in line with all statutory requirements.



Dr. J P Moreau (DIN:01519325) an Independent Director, be and is hereby appointed as an Independent Director of the Company not liable to retire by rotation..

JP Moreau’s reappointment is in line with all statutory requirements.



Ms. Kalpana Morparia (DIN: 00046081) an Independent Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation.

Kalpana Morparia’s reappointment is in line with all statutory requirements.



Dr. Omkar Goswami (DIN: 00004258) an Independent Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation.

Omkar Goswami has been on the board of the company for the past 14 years. The length of tenure is inversely proportionate to the independence of a director. Due to Omkar Goswami’s long association (>10 years) with the company, he is considered non-independent. He is also on the board of 7 other listed companies: with the directorship of DRL, his number of directorships will have exceeded the threshold prescribed for independent directors under the amended Clause 49 of the Listing Agreement. Although there is a window period of one year to comply, we believe companies and directors must be proactive and start abiding by the spirit of the regulations at the earliest.



Mr. Ravi Bhoothalingam (DIN: 00194530) an Independent Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation.

Ravi Bhoothalingam has been on the board of the company for the past 14 years. The length of tenure is inversely proportionate to the independence of a director. Due to Ravi Bhoothalingam’s long association (>10 years) with the company, he is considered non-independent. If the company believes that it will benefit from Ravi Bhoothalingam serving on the board, it should appoint him as a non-independent director.

Confidential





July to September' 2014 31-Jul-14 AEGIS LOGISTICS LIMITED MANAGEMENT For ABSTAIN Abstained as per Proxy Voting Policy

July to September' 2014 31-Jul-14 AEGIS LOGISTICS LIMITED MANAGEMENT To declare dividend on Equity Shares. For FOR

July to September' 2014 31-Jul-14 AEGIS LOGISTICS LIMITED MANAGEMENT For FOR

July to September' 2014 31-Jul-14 AEGIS LOGISTICS LIMITED MANAGEMENT For AGAINST







July to September' 2014 31-Jul-14 GREAVES COTTON LIMITED MANAGEMENT For ABSTAIN Abstained as per Proxy Voting Policy



The appointment of Mr. G V Prasad (DIN: 00057433) Co-Chairman, Managing Director and Chief Executive Of" cer, by making his of" ce liable to retire by rotation.

The company is proposing to change the terms of appointment for GV Prasad, Chairman and CEO. He will now be eligible to retire by rotation at annual general meetings. This is aimed at complying with the statutory requirements.



The appointment of Mr. Satish Reddy (DIN: 00129701), Chairman, by making his office liable to retire by rotation.

The company is proposing to change the terms of appointment for Satish Reddy, Vice Chairman and Managing Director, who will now be eligible to retire by rotation at annual general meetings. This is aimed at complying with the statutory requirements.



The Cost Auditors, M/s. Sagar & Associates, 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 31 March 2015, be paid a remuneration of Rs. 6.00 lakhs.

The reappointment of Sagar & Associates as Cost Auditors is in line with the statutory requirements. Remuneration to the cost auditors is set at Rs. 600,000.



The approval of the Company be and is hereby accorded to the Board of Directors, to enter into contracts/arrangements/transactions with Dr. Reddy’s Laboratories Inc., USA (DRL Inc.), wholly-owned subsidiary of the Company and a ‘related party’ as defined under Section 2(76) of the Companies Act, 2013.

The company seeks shareholders’ approval to allow transfer or receipt of products, goods, materials or services with DRL Inc., maximum up to Rs. USD 1,100 mn (Rs. 66 bn).


To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2014 and the Statement of Profit and Loss for the year ended on that date together with the reports of the Directors and Auditors thereon.


Despite a steady fall in profits from Rs.410.6 mn in FY12 to Rs.194.1 mn in FY14, the dividend per share has increased from Rs.2 to Rs.5.25 in the same period. The company paid out dividend from reserves in FY14: Dividend payout ratio is 105% on standalone basis.


To appoint a Director in place of Mr. Anil M. Chandaria (DIN – 00055797), who retires by rotation and being eligible, offers himself for re-appointment.



Messrs. Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI Firm Registration No. 117366W/ W-100018), be and are hereby re-appointed as the Statutory Auditors of the Company.

Deloitte Haskins & Sells was appointed as the statutory auditor for Aegis in FY08. Prior to appointing them, the company’s auditors were C.C Chokshi & Co (at least since 1997-98), who are part of the same audit network. The Deloitte group, therefore, has been auditing the company’s accounts for 17 years – which not in line with the spirit of Section 139 of the Companies Act 2013. Under section 139 of the Companies Act 2013, an audit firm’s tenure may extend to a maximum of two consecutive terms of five years each (maximum 10 years). Although the Act has given companies a three-year window to comply, we expect companies to be proactive and start abiding by the spirit of the regulations at the earliest.


Mr. Dineshchandra J. Khimasia (DIN – 00011970), a non- executive Director of the Company, be and is hereby appointed as an Independent Director of the Company.

Dineshchandra J. Khimasia has been on the board of the company for the past 15 years. The length of tenure is inversely proportionate to the independence of a director. Due to his long association (>10 years) with the company, he is considered non-independent.


Mr. Rajnikant J. Karavadia (DIN – 00012257), a non-executive Director of the Company, be and is hereby appointed as an Independent Director of the Company.

Rajnikant J. Karavadia has been on the board of the company for the past 15 years. The length of tenure is inversely proportionate to the independence of a director. Due to his long association (>10 years) with the company, he is considered non-independent.


Mr. Kanwaljit S. Nagpal (DIN – 00012201), a non-executive Director of the Company, be and is hereby appointed as an Independent Director of the Company.

Kanwaljit S. Nagpal has been on the board of the company for the past 11 years. The length of tenure is inversely proportionate to the independence of a director. Due to his long association (>10 years) with the company, he is considered non-independent.


Mr. Rahul Asthana (DIN – 00234247), who was appointed as an Additional Director of the Company, be and is hereby appointed as an Independent Director of the Company.

His appointment is in line with all the statutory requirements.


Company be and is hereby accorded to the Board of Directors of the Company, to borrow any sum or sums of money from any one or more banks and/or financial institutions and/or other entity/entities or authority/ authorities such financial assistance, of whatsoever nature, from time to time, as may be deemed appropriate by the Board for an amount not exceeding Rs.1000 crores.

The company is in the process of boosting its storage capacity to over 500,000 KL for liquids (from 339,000 KL) and to over 25,400 MT for LPG (from 22,700 MT). Around 65% of this capex will be debt funded and therefore the company needs to flexibility to raise additional borrowings, as and when required. Aegis’ credit protection measures are strong, and reflected in debt/EBITDA of 3.6x and debt/equity of 0.6x for the year ended March 31, 2014. On March 31, 2014, Aegis has a standalone debt of Rs.2 bn, against a networth of Rs.3.6 bn. The borrowing limit will give the company sufficient headroom to execute some of its upcoming projects.


Company, to mortgage and/or charge, in addition to the mortgages/charges created/to be created by the Company, in such form and manner and with such rankingand at such time and on such terms as the Board may determine, on all or any of the movable and/or immovable properties of the Company both present and future and/or the whole or any part of theundertaking(s) of the Company



To receive, consider and adopt the Balance Sheet as at 31st March, 2014 and the Statement of Profit and Loss for the year ended on that date together with the Reports of the Directors and the Auditors thereon

Confidential

July to September' 2014 31-Jul-14 GREAVES COTTON LIMITED MANAGEMENT For FOR







July to September' 2014 31-Jul-14 GREAVES COTTON LIMITED MANAGEMENT For AGAINST















To declare a Final Dividend on Equity Shares of the Company, The Board of Directors has recommended a Final Dividend of Rs. 0.60 per Equity Share of Rs. 2, i.e. 30%.

Due to a fall in profits, the dividend per share has decreased from Rs.2.2 in FY12 to Rs.1.3 in FY14. The company has maintained a payout ratio of ~33% in the last three years


To re-appoint Walker, Chandiok & Co. LLP, as the Statutory Auditors of the Company & to fix their remuneration



To re-appoint Wrigley Partington, London, UK, as the Branch Auditors of the Company & to fix their remuneration

As per section 143(8) of the Companies Act 2013, companies with foreign branches may appoint branch auditors to conduct the audit for the respective branches


Mr. Vikram Tandon be and is hereby appointed as an Independent Director of the Company



Dr. Clive Hickman be and is hereby appointed as an Independent Director of the Company



Mr. Navneet Singh be and is hereby appointed as an Independent Director of the Company



Mr. Arvind Kumar Singhal be and is hereby appointed as an Independent Director of the Company



Mr. Vijay Rai be and is hereby appointed as an Independent Director of the Company

Vijay Rai has been on the board of the company for the past 12 years. The length of tenure is inversely proportionate to the independence of a director. Due to his long association (>10 years) with the company, he is considered non-independent. If the company believes that it will benefit from Vijai Rai serving on the board, it should appoint him as a non-independent director


Remuneration of Rs. 6.90 lakhs, as recommended by the Audit Committee and approved by the Board of Directors of the Company, to be paid to M/s. Dhananjay V. Joshi & Associates, Cost Accountants, for conduct of audit of the cost records maintained by the Company for the financial year 2014-15, be and is hereby ratified

Their appointment is in line with all the statutory requirements. The proposed remuneration of Rs.690,000 is reasonable compared to the size and scale of operations

USHA MARTIN LIMITED REDUCED


To receive and adopt the Statement of Profit & Loss of the Company (both standalone and consolidated basis) for the year ended 31st March, 2014 and the Balance Sheet as at that date, together with the Directors’ and Auditors’ Reports.



To appoint a director in place of Mr. P Jhawar (holding DIN: 00353020) who retires by rotation and, being eligible, offers himself for re-appointment.

The reappointment of Prashant Jhawar is in line with all the statutory requirements



To appoint a director in place of Mr. P K Jain (holding DIN 02583519) who retires by rotation and, being eligible, offers himself for re-appointment.

The reappointment of PK Jain is in line with all the statutory requirements



M/s. Price Waterhouse, Chartered Accountants, (Firm Registration No. 301112E) be and are hereby appointed as Auditors of the Company, at a remuneration to be decided mutually between the Board of Directors and the Auditors.

Usha Martin proposes to reappoint Price Waterhouse as statutory auditors: Price Waterhouse have been Usha Martin’s statutory auditors for the past 11 years. The reappointment is not in line with the spirit of Section 139 of the Companies Act 2013.



Mrs. Ramni Nirula (holding DIN 00015330), a Non-Executive Director of the Company, be and is hereby appointed as an Independent Director of the Company.

The reappointment of Ms. Ramni Nirula is in line with all the statutory requirements



Mr. Salil Singhal (holding DIN 00006629), a Non-Executive Director of the Company, be and is hereby appointed as an Independent Director of the Company not liable to retire by rotation.

The reappointment of Salil Singhal is in line with all the statutory requirements



Mr. G N Bajpai (holding DIN 00946138), a Non-Executive Director of the Company, be and is hereby appointed as an Independent Director of the Company not liable to retire by rotation.

GN Bajpai is on the board of 11 other public limited companies. Section 165 of the Companies Act 2013 allows an individual to hold a maximum of 20 directorships, of which not more than 10 can be in public limited companies. The Companies Act 2013 has provided a one year window period for compliance with these limits: we believe companies and directors must proactively begin complying with these requirements



Mr. Jitender Balakrishnan (holding DIN 00028320), a Non-Executive Director of the Company, be and is hereby appointed as an Independent Director of the Company not liable to retire by rotation.

Jitender Balakrishnan is on the board of 11 other public limited companies. Section 165 of the Companies Act 2013 allows an individual to hold a maximum of 20 directorships, of which not more than 10 can be in public limited companies. The Companies Act 2013 has provided a one year window period for compliance with these limits: we believe companies and directors must proactively begin complying with these requirements



The remuneration of Rs. 1,25,000/- for the financial year ending 31st March, 2015 as approved by the Board of Directors of the Company, to be paid to Messrs Guha, Ghosh, Kar & Associates, the Cost Auditors appointed to conduct the cost audit of the Company’s units as may be required under the Companies Act, 2013 and rules made thereunder, be and is hereby ratified and confirmed.

The board has approved the appointment and remuneration to Messrs Guha, Kar & Associates as cost auditor to conduct the audit of cost records of the company for FY15. Accordingly, consent of shareholders is sought through an ordinary resolution in order to ensure compliance with the said Section.



The approval of the Company be and is hereby accorded for appointment of Mr. R S Thakur (holding DIN 00020126), a Non-Executive Director of the Company.

The appointment of RS Thakur is in line with all the statutory requirements



The appointment of Mr. Apurv Jhawar in the capacity of Deputy Manager (Business Analysis) with the Company with effect from 1st August, 2014, and the Company’s entry into the employment contract with Mr. Apurv Jhawar in the form approved by the Board of Directors, be and is hereby approved.

Apruv Jhawar is son of Prashant Jhawar, the Chairman of the company. Apurv Jhawar completed his undergraduate degree from Babson College, USA. He is a third generation member of the Jhawar family and an entrepreneur. Apurv Jhawar will receive a maximum remuneration of Rs.0.55 mn per annum



Mr. Partha S Bhattacharyya (holding DIN 00329479), be and is hereby appointed as an Independent Director of theCompany,

The Appointment of Partha Bhattacharyya is in line with all the statutory requirements

Confidential

July to September' 2014 31-Jul-14 SHOPPERS STOP LIMITED MANAGEMENT For ABSTAIN Abstained as per Proxy Voting Policy

July to September' 2014 31-Jul-14 SHOPPERS STOP LIMITED MANAGEMENT To declare a dividend on equity shares For FOR

July to September' 2014 31-Jul-14 SHOPPERS STOP LIMITED MANAGEMENT For FOR

July to September' 2014 31-Jul-14 SHOPPERS STOP LIMITED MANAGEMENT For AGAINST


















To receive, consider and adopt the audited financial statement of the Company for the financial year ended March 31, 2014 together with the Reports of the Directors and Statutory Auditors thereon


Dividend has been maintained at Rs.0.75 per share since the past three years. On account of declining profits, the dividend payout ratio has increased to 20% from 11% during the same period.


To appoint a Director in place of Mr. Ravi. C. Raheja (DIN 00028044), who retires by rotation and, being eligible, offers himself for re-appointment

Reappointment of Ravi C Raheja is in line with all the statutory requirements.


Deloitte Haskins & Sells LLP be and is hereby appointed as Statutory Auditors of the Company & to fix their remuneration

Shoppers Stop proposes to reappoint Deloitte Haskins & Sells LLP as statutory auditors: Deloitte Haskins & Sells LLP have been SSL’s statutory auditors for the past 12 years. The reappointment is not in line with the spirit of Section 139 of the Companies Act 2013. Under section 139 of the Companies Act 2013, an audit firm’s tenure may extend to a maximum of two consecutive terms of five years each (maximum 10 years). Although the Act has given companies a three-year window to comply, we expect companies to be proactive and start abiding by the spirit of the regulations at the earliest.


Mr. Avnish Bajaj (DIN 00281547) be and is hereby appointed as an Independent Director of the Company

Appointment of Avnish Bajaj is in line with all the statutory requirements.


Ms. Abanti Sankaranarayanan (DIN 01788443) be and is hereby appointed as an Independent Director of the Company

Reappointment of Ms. Abanti Sankaranarayanan is in line with all the statutory requirements.


Mr. Govind Shrikhande (DIN 00029419) be and is hereby designated as a permanent director of the Company

The law mandates two-thirds of the board to retire each year. Earlier, as per Companies Act 1956, independent directors were eligible to retire by rotation. However, the Companies Act 2013 has removed this provision. Hence in order to comply with the statutory norms and ensure that two-thirds of the board (excluding independent directors) retires by rotation each year, the company proposes to alter the terms of appointment of Govind Shrikhande. Accordingly, the company proposes to re-designate him as a permanent director of the company.


Mr. Nirvik Singh (DIN 01570572), be and is hereby appointed as an Independent Director of the Company

Reappointment of Nirvik Singh is in line with all the statutory requirements.


Mr. Deepak Ghaisas (DIN 00001811) be and is hereby appointed as an Independent Director of the Company

Deepak Ghaisas has been on the board of the company for the past 10 years. The length of tenure is inversely proportionate to the independence of a director. Due to Deepak Ghaisas’s long association with the company, he is considered non-independent.


Prof. Nitin Sanghavi (DIN 00863107) be and is hereby appointed as an Independent Director

Prof. Nitin Sanghavi has been on the board of the company for the past 11 years. The length of tenure is inversely proportionate to the independence of a director. Due to Prof. Nitin Sanghavi’s long association (>10 years) with the company, he is considered non-independent.

REDINGTON INDIA LIMITED


To receive, consider and adopt the audited Balance Sheet of the Company as at 31st March, 2014, the Statement of Profit and Loss for the financial year ended on that date and the Report of Auditors and Directors thereon.



To declare Dividend for the Financial Year ended 31st March 2014.

Dividend per share in F14 has more than doubled over previous levels – in FY13, dividend was Rs.0.4 per share. Dividend payout ratios are low at less than 20% of profits.



To appoint a Director in place of Mr. Lin Tai - Yang, who retires by rotation and being eligible, offers himself for re-appointment.




To appoint a Director in place of Mr. Nainesh Jaisingh, who retires by rotation and being eligible, offers himself for re-appointment.




To appoint Auditors to hold office for one year from the conclusion of this Meeting until the conclusion of the next AnnualGeneral Meeting on such remuneration to be fixed by the Board of Directors. M/s. Deloitte Haskins & Sells, CharteredAccountants, the retiring Auditors, are eligible for re-appointment.

Deloitte Haskins & Sells have been the statutory auditors for about 13 years (since 2002), which can affect their independence. The reappointment is not in line with the spirit of Section 139 of the Companies Act 2013. Although the Act has given companies a three-year window to comply, we expect companies to be proactive and start abiding by the spirit of the regulations at the earliest



Prof. J. Ramachandran, Director of the Company be and is hereby appointed as an Independent Director of the Company and not liable to retire by rotation.




Mr. V. S. Hariharan, Director of the Company be and is hereby appointed as an Independent Director of the Company, and not liable to retire by rotation.




Mr. Keith WF Bradley, Director of the Company, be and is hereby appointed as an Independent Director of the Company and not liable to retire by rotation.




Company, members be and is hereby accorded to adopt the new set of articles of association of the Company, as available for inspection in the registered office of the Company, a copy of which is placed before the meeting and duly initialed by the Chairman for the purpose of identification, in substitution of the existing articles of association of the Company.

The new Articles of Association will be in conformity with the Companies Act 2013.

TATA MOTORS LIMITED DIFFERENTIAL VOTING


To receive, consider and adopt the Audited Statement of Profit and Loss for the year ended March 31, 2014 and the Balance Sheet as at that date together with the Reports of the Directors and the Auditors thereon

Confidential












July to September' 2014 31-Jul-14 TATA MOTORS LIMITED MANAGEMENT For Abstain Abstained as per Proxy Voting Policy

July to September' 2014 31-Jul-14 IPCA LAB MANAGEMENT For Abstain Abstained as per Proxy Voting Policy

July to September' 2014 31-Jul-14 IPCA LAB MANAGEMENT For Abstain












July to September' 2014 01-Aug-14 TITAN COMPANY LIMITED MANAGEMENT For Abstain Abstained as per Proxy Voting Policy

July to September' 2014 01-Aug-14 TITAN COMPANY LIMITED MANAGEMENT For Abstain





To declare a dividend on Ordinary Shares and ‘A’ Ordinary Shares.




To appoint a Director in place of Dr Ralf Speth (DIN: 03318908), who retires by rotation and is eligible for re-appointment




M/s Deloitte Haskins & Sells be and is hereby re-appointed as the Statutory Auditors of the Company




Mr Nusli Wadia (DIN: 00015731), ho is eligible for appointment, be and is hereby appointed as an Independent Director of the Company




Dr Raghunath Mashelkar, who is eligible for appointment, be and is hereby appointed as an Independent Director of the Company




Mr Nasser Munjee (DIN: 00010180), who is eligible for appointment, be and is hereby appointed as an Independent Director of the Company




Mr Subodh Bhargava (DIN: 00035672), who is eligible for appointment be and is hereby appointed as an Independent Director of the Company




Mr Vineshkumar Jairath (DIN: 00391684),who is eligible for appointment be and is hereby appointed as an Independent Director of the Company




Ms Falguni Nayar (DIN: 00003633), who is eligible for appointment, be and is hereby appointed as an Independent Director of the Company




Payment of Remuneration of Rs.20,00,000/- plus service tax to the Cost Auditor for the Financial Year ending March 31, 2015




Invitation and Acceptance of Fixed Deposits from the Members and Public



To receive, consider and adopt the Audited Statement of Profit and Loss for the year ended March 31, 2014 and the Balance Sheet as at that date together with the Reports of the Directors and the Auditors thereon


To receive, consider and adopt the Balance Sheet of the Company as at 31st March, 2014 and the Statement ofProfit & Loss for the year ended on that date and the Reports of the Directors and Auditors thereon


To declare / confirm payment of dividend on equity shares



To appoint a Director in place of Mr. Ajit Kumar Jain (DIN 00012657) who retires by rotation and being eligible,offers himself for re-appointment



To appoint a Director in place of Mr. Pranay Godha (DIN 00016525) who retires by rotation and being eligible,offers himself for re-appointment



To appoint Auditors to hold office until the conclusion of the next Annual General Meeting and to fix theirremuneration



Approval re-appointment of and remuneration payable to Mr. Ajit Kumar Jain (DIN 00012657) as the JointManaging Director of the Company



Mr. Babulal Jain be and is hereby appointed as an Independent Director of the Company



Mr. Anand T. Kusre be and is hereby appointed as an Independent Director of the Company



Mr. Dev Parkash Yadava be and is hereby appointed as an Independent Director of the Company



Dr. Ramakanta Panda be and is hereby appointed as an Independent Director of the Company



Board of Directors to borrow any sum or sums of money from time to time, the total amount so borrowed shall not at any time exceed the limit of Rs. 2000 crores



Company, to create, offer, issue and allot, to or for the benefit of such person(s) as are in the permanent employment of the Company and of its subsidiaries and the Whole-time working Directors of the Company at any time, equity shares or equity linked securities of the Company and/or warrants (whether attached to any security or not) with an option exercisable by the warrant-holders to subscribe for equity shares or other securities convertible into equity shares of the Company at such price which shall not be at a discount of more than 75% of the latest available closing price of the Company’s shares on a listed Stock Exchange



M/s. ABK & Associates appointed as the Cost Auditors of the Company to conduct the audit of the cost records & be paid remuneration of Rs. 4,75,000



To receive, consider and adopt the Audited Balance sheet as at 31st March 2014, the Profit and Loss account for the year ended on that date and the reports of the Directorsand the Auditors thereon.


To declare dividend on the Equity Shares for the financial year ended 31st March.



To appoint a Director in place of Mr. N. N. Tata(DIN: 00024713), wo retires by rotation and is eligible for re-appointment.



To appoint a Director in place of Mr. T. K. Arun(DIN: 02163427), wo retires by rotation and is eligible for re-appointment.


Confidential












July to September' 2014 01-Aug-14 CUMMINS INDIA LIMITED MANAGEMENT For Abstain Abstained as per Proxy Voting Policy

July to September' 2014 01-Aug-14 CUMMINS INDIA LIMITED MANAGEMENT For Abstain















M/s. Deloitte Haskins & Sells, Chartered Accountants, be and is hereby appointed asAuditors of the Company on such remuneration as may be agreed upon the Auditors and the Board of Directors.



Mr. T. K. Balaji, a Non-Executive Directors of the Company, be and is hereby appointed as the Independent Director of the company.



Dr. C. G Krishnadas Nair, a Non-Executive Directors of the Company, be and is hereby appointed as the Independent Director of the company.



Ms. Vinita Bali, a Non-Executive Directors of the Company, be and is hereby appointed as the Independent Director of the company.



Mrs. Hema Ravichandar, a Non-Executive Directors of the Company, be and is hereby appointed as the Independent Director of the company.



Prof. Das Narayandas, a Non-Executive Directors of the Company, be and is hereby appointed as the Independent Director of the company.



Mrs. Ireena Vittal, a Non-Executive Directors of the Company, be and is hereby appointed as the Independent Director of the company.



Mr. C. V. Shankar, who was appointed as the Board of Directors of the Company, be and is hereby appointed as theDirector of the Company.



The company hereby ratifies the remuneration of Rs. 10 lakh plus service tax, M/s.T P P & associates who are appointedas Cost Auditors of the Company to conduct Cost Audits



The appointment of Branch Auditors which may be opened in consultation with the Company auditors to act as branch auditors and to fixthe remuneration.



The provisions of Memorandum and articles of association of the Company subject to the approval of Government of India the consent authority and approval of the Company be and is hereby accorded to 24% of the shares 35% capital of the Company or the concerned FII group does not exceed 10% ofthe paid up equality capital ofthe Company.



To receive, consider and adopt the Audited Statement of Profit and Loss for the year ended March 31, 2014 and theBalance Sheet as at that date along with the Reports of the Directors and the Auditors thereon.


To declare final dividend on equity shares and to ratify the interim dividend declared by the Board of Directors



To appoint a Director in place of Mr. Casimiro Antonio Vieira Leitao (holding DIN 05336740), who retires by rotation andbeing eligible offers himself for re-appointment



To appoint a Director in place of Mr. Edward Phillip Pence (holding DIN 06577765), who retires by rotation and beingeligible offers himself for re-appointment



To appoint Auditors to hold office from the conclusion of this Meeting until the conclusion of the next Annual GeneralMeeting.



Mr. Rajasekhar Menon (holding DIN 03074942) be and is hereby appointed as a Director of the Company



Mr. Mark Smith (holding DIN 06852777) be and is hereby appointed as a Director of the Company



Mr. Priya Shankar Dasgupta (holding DIN 00012552), be and is hereby appointed as an Independent Director of the Company



Mr. Venu Srinivasan (holding DIN 00051523) be and is hereby appointed as an Independent Director of the Company



Mr. Rajeev Bakshi (DIN 00044621), be and is hereby appointed as an Independent Director of the Company



Mr. Nasser Mukhtar Munjee (holding DIN 00010180) be and is hereby appointed as an Independent Director of the Company



Mr. Prakash Manjanath Telang (DIN 00012562) be and is hereby appointed as an Independent Director of the Company



Mr. Pradeep Bhargava (holding DIN 00525234), Alternate Director to Mr. Mark Smith, be and is hereby appointed as an Advisor to the Company for rendering professional services on a retainership basis



Company be and is hereby accorded in respect of material related party transaction(s) for sale of internal combustion engines, their parts and accessories by the Company to Cummins Limited, UK on arm’s length basis for a consideration estimated at Rs. 76,381 Lacs for the Financial Year 2014-15



Company be and is hereby accorded to the Board of Directors to let out or give on rent, lease, leave and license or any other similar arrangement basis, the premises of the Company to any or all of the following Related Party/ies on arm’s length basis, and on other terms


Confidential


July to September' 2014 01-Aug-14 TECH MAHINDRA LIMITED MANAGEMENT For Abstain Abstained as per Proxy Voting Policy

July to September' 2014 01-Aug-14 TECH MAHINDRA LIMITED MANAGEMENT For Abstain










July to September' 2014 01-Aug-14 TECH MAHINDRA LIMITED MANAGEMENT For FOR

July to September' 2014 01-Aug-14 TECH MAHINDRA LIMITED MANAGEMENT For ABSTAIN

July to September' 2014 04-Aug-14 MANAGEMENT Declaration of dividend on equity shares For FOR

July to September' 2014 04-Aug-14 MANAGEMENT For FOR






Company be and is hereby accorded to the payment of sum, in addition to the sitting fee for attending the meetings of the Board of Directors or Committees thereof, not exceeding in aggregate one percent of the net profits of the Company for each financial year, in accordance with Section 198 of the Companies Act, 2013, or any statutory modification(s) or re-enactment thereof to the nonexecutive directors of the Company (i.e. directors other than the Managing Director and/or the Whole-time Directors).



To receive, consider and adopt the Balance Sheet as at 31st March 2014, the Statement of Profit and Loss for the year ended on that date and the Report of the Board of Directors and Auditors thereon.


To declare dividend for the financial year ended 31st March 2014.



To appoint a Director in place of Mr. Ulhas N. Yargop, who retires by rotation and being eligible, offers himself for re-appointment.



To appoint M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, [ICAI Registration No. 117366W/W- 100018] as Auditors, who shall hold office from the conclusion of this Annual General Meeting, until the conclusion of the next Annual General Meeting of the Company and to fix their remuneration.



Mr. Anupam P. Puri whose period of office is liable to determination by retirement of directors by rotation be appointed as Independent Director to hold office for a term of five consecutive years.



Mr. M. Damodaran whose period of office is liable to determination by retirement of directors by rotation be appointed as Independent Director to hold office for a term of five consecutive years



Mr. Ravindra Kulkarni whose period of office is liable to determination by retirement of directors by rotation e appointed as Independent Director to hold office for a term of five consecutive years



Mr. T. N. Manoharan whose period of office is liable to determination by retirement of directors by rotation be appointed as Independent Director to hold office for a term of five consecutive years



Mrs. M. Rajyalakshmi Rao whose period of office is liable to determination by retirement of directors by rotation be appointed as Independent Director to hold office for a term of five consecutive years



The Articles of Association of the Company, a sum not exceeding one per cent per annum of the net profits of the Company such amounts or at such proportions and in such manner and in all respects as may be determined by the Board of Directors as commission and such payments shall be made in respect of the profits of the Company



The approval, consent, permission and/or sanction, if any, of the appropriate authorities/institution or bodies as may be necessary and subject to such terms and conditions as may be prescribed/imposed, consent of the Company, be accorded to the Board of DirectorsOptions exercisable into equity shares of the Company and/or holder of the securities up to 4,000,000 of nominal value ` 10 each under a “Employee Stock Option Plan 2014” to be created by the Company for the benefit of employees and the directors, at an exercise price of not less than the face value of the equity shares of the Company.



The approval, consent, permission and/or sanction, if any, of the appropriate authorities/institution or bodies as may be necessary and subject to such terms and conditions as may be prescribed/imposed, consent of the Company, accorded to the Board of Directors to issue, offer and allot to any one or more or all of the permanent employees and directors of subsidiary companies of the company whether in India or overseas Options exercisable into equity shares of the Company and/or holder of the securities within and out of the Options as may be earmarked under a “ESOP 2014”

Bosch Ltd. seeks shareholder approval to alter the object clause in the MoA of the company. The resolution is proposed to expand its existing product portfolio and explore newer domains mainly in Energy Building Technology, Consumer Goods Technology and Health Care sectors.


The consent of the Company be accorded to the Board of Directors of the Company to enter into related party transaction(s) with Tech Mahindra(Americas) Inc. USA, a wholly owned subsidiary of the Company, which are commercial transactions in the ordinary course of the business and are at arm’s length, being material in nature as detailed in the explanatory statement to the Notice.


BHARTI INFRATEL LIMITED


The company proposes to pay dividend of Rs. 4.4 per equity share. Dividend pay-out ratio is at 89.2% in FY14 (69.4% in FY13).



Re-appointment of Mr. Sanjay Nayar as a Director liable to retire by rotation

Sanjay Nayar’s reappointment is in line with all statutory requirements.



Appointment of M/s. S. R. Batliboi & Associates LLP, Chartered Accountants, Gurgaon, as the Statutory Auditors of the Company.

Bharti Infratel Ltd (Bharti Infratel) proposes to re-appoint SR Batliboi & Associates LLP as the statutory auditor. The reappointment is line with the provisions of section 139 of the Companies Act 2013.



Appointment of Mr. Mark Chin Kok Chong as a Director liable to retire by rotation.

Mark Chin Kok Chong’s reappointment is in line with all statutory requirements.



Appointment of Mr. Devender Singh Rawat as a Director liable to retire by rotation.

Devender Singh’s reappointment is in line with all statutory requirements.



Appointment of Mr. Bharat Sumant Raut as an Independent Director.

Bharat Sumant Raut’s reappointment is in line with all statutory requirements.

Confidential

July to September' 2014 04-Aug-14 MANAGEMENT For AGAINST







July to September' 2014 04-Aug-14 MANAGEMENT For ABSTAIN Abstained as per Proxy Voting Policy









July to September' 2014 04-Aug-14 BATA INDIA LIMITED MANAGEMENT For FOR







Appointment of Mr. Jitender Balakrishnan as an Independent Director

Jitender Balakrishnan is on the board of 12 other public limited companies. It is above the threshold prescribed in Section 165 of the Companies Act, 2013. Although the Act has given companies a one-year window to comply, we expect companies and directors to proactively begin abiding by the spirit of the regulations.



Appointment of Ms. Leena Srivastava as an Independent Director

Leena Srivastava’s reappointment is in line with all statutory requirements



Appointment of Mr. Narayanan Kumar as an Independent Director.

Narayanan Kumar’s reappointment is in line with all statutory requirements



Appointment of Mr. Vinod Dhall as an Independent Director.

Vinod Dhall’s reappointment is in line with all statutory requirements



The remuneration of Rs. 1,40,000/- plus service tax and reimbursement of out of pocket expenses as approved by the Board of Directors on the recommendation of Audit Committee, to be paid to M/s. R. J. Goel & Co., Cost Accountants, Cost Auditors of the Company

The reappointment of RJ Goel & Co. as Cost Auditors is in line with the statutory requirements. Remuneration to the cost auditors is set at Rs. 140,000.



The approval of the members be and is hereby accorded to amend the Employee Stock Option Plan 2008 The Options granted under Plan I and Plan II shall be exercised within 7 years from the respective Vesting Date(s), thereafter any unexercised options will lapse. The Options granted under Plan III shall be exercised within 7 years from the respective Vesting Date(s), thereafter any unexercised options will lapse.

Bharti Infratel seeks shareholders’ approval to amend the exercise period by revising ‘Seven years from grant date’ to ‘Seven years from vesting dates”. Enhancing the exercise period will enable longer employee retention periods.



In accordance with the provisions of the Securities and Exchange Board of India as amended from time to time and any other law for the time being in force, approval of the members be and is hereby accorded to amend vesting schedule with respect to options granted to the UC Cadre employees of the Company.

Bharti Infratel seeks approval to uniform the vesting schedule across all the employees under the ESOP Scheme. It is revising vesting schedule of option granted to UC Cadre employees under Plan I of ESOP Scheme from five years to four years.

TATA COMMUNICATIONS LIMITED


To receive, consider and adopt the Balance Sheet of the Company as on 31 March 2014, the audited Prot and Loss�Account for the year ended on that date, the Auditors’ Report thereon and the Report of the Board of Directors.



To declare dividend for the nancial year 2013-�2014.

Dividend per share at Rs.4.50 in FY14 is higher than the Rs.3 per share paid in FY13. The dividend payout ratio for FY14 is 16.7%.



To appoint a Director in place of Mr. Saurabh Tiwari who retires by rotation at this Annual General Meeting and beingeligible offers himself for re-appointment.

Reappointment of Saurabh Tiwari is in line with all the statutory requirements



To appoint a Director in place of Mr. S. Ramadorai who retires by rotation at this Annual General Meeting and beingeligible o6ers himself for re-appointment.

S. Ramadorai is on the board of 13 other public companies excluding Tata Communications, which is higher than the threshold prescribed under the Companies Act 2013.S. Ramadorai attended only 33% of the board meetings held in FY14, and 38% of the board meetings held over the past three years. This is well below our required threshold of a three-year minimum average of 75% attendance.



M/s. S.B. Billimoria & Co., Chartered Accountants be and are hereby appointed Statutory Auditors of the Company on such remuneration as may be mutually agreed upon between the Board of Directors and the Auditors.

Tata Communications proposes to reappoint S.B. Billimoria & Co as statutory auditors: S.B. Billimoria & Co have been Tata Communication’s statutory auditors for the past 12 years. The reappointment is not in line with the spirit of Section 139 of the Companies Act 2013. Under section 139 of the Companies Act 2013 (see Box 1 below), an audit firm’s tenure may extend to a maximum of two consecutive terms of five years each (maximum 10 years). Although the Act has given companies a three-year window to comply, we expect companies to be proactive and start abiding by the spirit of the regulations at the earliest.



To appoint a Director liable to retire by rotation in place of Mr. Bharat Vasani (DIN 00040243) has been received by the Company from a member signifying the candidature of Mr. Bharat Vasani for the office of a director.

Reappointment of Bharat Vasani is in line with all the statutory requirements.



Mr. Subodh Bhargava (DIN 00035672), a non-executive Director of the Company be and is hereby appointed as an Independent Director of the Company.

Subodh Bhargava has been on the board of the company for the past 12 years. We believe that the length of tenure is inversely proportionate to the independence of a director. Due to the long association (>10 years) of Subodh Bhargava with the company, he is considered non-independent.



Dr. Uday B Desai (DIN 01735464), a non-executive Director of the Company, be and is hereby appointed as an Independent Director of the Company.

Reappointment of Uday B Desai is in line with all the statutory requirements.



Mr. Jugal Kishor Puri, Cost Accountants, to conduct the audit of the cost records of the Company for the nancial year ending March �31, 2015, be paid the remuneration.

The board has approved the appointment and remuneration to Jugal Kishor Puri as cost auditor for FY15.


Mr. Uday Khanna (DIN: 00079129) be and is hereby appointed as an Independent Director of the Company

The reappointment of Uday Khanna is in line with all the statutory requirements.


Mr. Akshay Chudasama (DIN: 00010630) be and is hereby appointed as an Independent Director of the Company.

The reappointment of Akshay Chudasama is in line with all the statutory requirements.


Ms. Anjali Bansal (DIN: 00207746) be and is hereby appointed as an Independent Director of the Company.

The reappointment of Ms Anjali Bansal is in line with all the statutory requirements.


Mr. Kumar Nitesh (DIN: 06876230), who was appointed as an Additional Director, be and is hereby appointed as a Director of the Company.

The reappointment of Kumar Nitesh is in line with all the statutory requirements


The consent of the Company be and is hereby accorded to the appointment of Mr. Kumar Nitesh (DIN: 06876230), as Managing Director - Retail of the Company or remuneration including increase in remuneration within the limits prescribed under the Companies Act, 2013.

Kumar Nitesh’s proposed remuneration is in line with peers in industry.

Confidential






July to September' 2014 04-Aug-14 3M INDIA LIMITED MANAGEMENT For ABSTAIN Abstained as per Proxy Voting Policy

July to September' 2014 04-Aug-14 3M INDIA LIMITED MANAGEMENT For FOR

July to September' 2014 04-Aug-14 3M INDIA LIMITED MANAGEMENT For AGAINST






July to September' 2014 04-Aug-14 3M INDIA LIMITED MANAGEMENT For AGAINST


The approval of the Company be and is hereby accorded to the Board of Directors of the Company to fix increased remuneration to the Managing Director(s) and Wholetime Director(s) of the Company and that such remuneration comprising of salary, commission on profits, perquisites and retirement benefits, as may be determined by the Board.

The proposal brings clarity in overall remuneration structure of the company


The remuneration of Rs.5.20 lac plus applicable service tax and reimbursementof out of pocket expenses payable to M/s. Mani and Co., Cost Accountants (Firm Registration No. 000004), as recommended by the Audit Committee and approved by the Board of Directors of the Company be and is hereby ratified.

As per Section 148 of Companies Act 2013, the remuneration of Rs.520,000 payable to Mani and Co for financial year ending 31 December 2014 has to be ratified by shareholders of the company.


The consent of the Company be and is hereby accorded to the Board of Directors of the Company for creation of such mortgages, as may be necessary on such assets of the Company borrowings not exceeding a sum of Rs.3,000 Million of equivalent thereof together with interest thereon at the agreed rates, compound interest, liquidated damages, premium on pre-payment / redemption, commitment charges, other bank charges and all other moneys payable by the Company

Bata may borrow in case of contingencies. The company seeks approval to provide charge on its assets upto Rs.3.0 bn.


The consent of the Company be and is hereby accorded to the Board of Directors of the Company for borrowing from time to time, any sum or sums of monies, in one or more tranches, which together with the monies already borrowed by the Company provided that the total outstanding amount so borrowed by the Company shall not at any time exceed the limit of Rs.5,000 Million or equivalent thereof.

Bata is a debt free company. It plans to fund its expansion through internal resources without any borrowings. The proposed borrowing limit is to ensure that the company has sufficient funds available for certain business exigencies and unavoidable circumstances.


The consent of the Company be and is hereby accorded to the Board of Directors of the Company for keeping the Register of Members of the Company and the respective Register of Debenture holders and other security holders instead of keeping such Register of Members and copies of Annual Returns including Register of Debenture holders/ other security holders, if any, at the Registered Office of the Company.

Bata proposes to keep its register of members together with index of members and copies of annual returns filed by the Company at the office of the Registrar & Transfer Agents of the Company in Kolkata.


The Financial Statements of the Company including Audited Balance Sheet as at March 31, 2014, the Statementof Profit and Loss Account of the Company for the year ended as on that date together with the Auditors' Report thereon and the Report of the Board of Directors covering the same period be and the same are hereby received, considered and adopted


Mr. Albert C Wang (holding DIN 05234667), a Director, who retires by rotation at this Annual General Meeting, andbeing eligible for re-appointment, be and is hereby re-appointed as a Director of the Company.

Albert Wang has been on the board for two years. He has attended 1 of the 10 meetings held in his tenure. We expect directors to take their responsibilities seriously and attend at least 75% of the board meetings held: however we do not vote against promoter nominated directors on account of attendance.


Messrs. Lovelock & Lewes., Chartered Accountants, Bangalore, holding Firm Registration No.301056E, being eligible for re-appointment, be and are hereby appointed as Auditors of the Company

Lovelock & Lewes have been the statutory auditors for atleast 17 years, which can affect their independence. The reappointment is not in line with the spirit of Section 139 of the Companies Act 2013. Although the Act has given companies a three-year window to comply, we expect companies to be proactive and start abiding by the spirit of the regulations at the earliest.


Mr. Ippocratis Vrohidis (holding DIN 06808056), who was appointed as an Additional Director of the Company by the Board of Directors be and is hereby appointed as a Director of the Company.



Mrs. Sadhana Kaul (holding DIN 02589934), who was appointed as an Additional Director of the Company by the Board of Directors be and is hereby appointed as a Director of the Company.

Her reappointment is in line with all the statutory requirements.


Mr. Ashish Khandpur (holding DIN 06808091), who was appointed as an Additional Director of the Company by the Board of Directors, be and is hereby appointed as a Director of the Company



The appointment of Mr. Amit Laroya (holding DIN 00098933), who was appointed as a non-retiring Director of the Company by the Board of Directors, be and is hereby authorised to alter and vary such terms of appointment and remuneration so as to not exceed the limits.

Shareholders must note that the company has not provided adequate details for the compensation proposed to the new MD Amit Laroya: perquisites are to be paid as per rules of the Company which are not detailed. The remuneration paid to him for 6 months of FY14 is commensurate with the size of 3M India, and that paid to his peers in the industry.


A remuneration of Rs.400,000 (Rupees Four Lakhs) fixed by the Board of Directors at their meeting held on May29, 2014 to Messrs. Rao, Murthy & Associates (holding Registration No. 000065), Cost Auditors for conducting audit of cost accounting records maintained by the Company be and is hereby approved by the members of the Company.

Their reappointment is in line with all the statutory requirements.


The vacancy caused by the retirement of Mr. Balaji Rao, Director, who retires by rotationat the AGM and does not seek re-appointment.

As per our classification only 13% of the directors on the Board of 3M India are Independent. This is not in accordance with clause 49 of SEBI’s Listing Agreement which requires 33% of the board to be independent if the chairman is not an executive or a promoter. 3M must use this vacancy to induct additional independent directors to ensure that the board composition is in line with the requirements of Clause 49 of the Listing Agreement.

Confidential

July to September' 2014 04-Aug-14 SRF LIMITED MANAGEMENT For ABSTAIN Abstained as per Proxy Voting Policy

July to September' 2014 04-Aug-14 SRF LIMITED MANAGEMENT For FOR




July to September' 2014 04-Aug-14 SRF LIMITED MANAGEMENT For AGAINST

July to September' 2014 04-Aug-14 SRF LIMITED MANAGEMENT For AGAINST








To receive, consider and adopt the audited Balance Sheet of the Company as at 31 March 2014 and the Profit & Loss Account for the year ended on that date together with the Reports of the Auditors and Directors thereon.


To appoint a Director in place of Mr K Ravichandra (DIN 00641900), who retires by rotation and being eligible, offers himself for re-election.

Reappointment of K Ravichandra is in line with all the statutory requirements.


M/s Deloitte Haskins & Sells, Chartered Accountants, New Delhi (Registration No. 015125N) be and are hereby re-appointed as Auditors of the Company at a remuneration to be fixed by the Audit Committee/Board of Directors and service tax thereon.

SRF proposes to re-appoint Deloitte Haskins & Sells as the statutory auditor. The reappointment is in line with the provisions of section 139 of the Companies Act 2013.


The Directors may, from time to time, appoint one or more Directors as the Managing Director or Joint/Deputy Managing Directors for such term and with such powers and at such remuneration a Director or Directors so appointed may be subject to retirement by rotation as the Board may decide

As per Section 152 of the Companies Act, upto 2/3rd of the total number of directors of a company be liable to retire by rotation. For calculating the same, independent directors are required to be excluded. The proposed amendment to Article 87 of the AoA of the Company will allow the company to appoint director/directors be made liable to retire by rotation, in order to ensure compliance with the said section.


The Directors may, from time to time, appoint one or more of the Directors as Chairman. The Chairman may hold the position of Chairman and Managing Director/Chief Executive Officer/equivalent position thereof in the Company.

The company has to seek shareholders’ approval to insert the clause in AoA to authorize the board to appoint same individual both as the Chairman and MD//CEO; if it wants to appoint the same individual both as Chairman and MD/CEO of the company. After approval, the AoA of the company will be amended by incorporating such a provision. This will allow holding the position of chairman and managing director or equivalent position of the company by the same person.


Mr Vinayak Chatterjee (DIN 00008933), Director of the Company be and is hereby appointed as an Independent Director of the Company.

Vinayak Chatterjee has been on the board of the company for the past 12 years. The length of tenure is inversely proportionate to the independence of a director. Due to his long association (>10 years) with the company, he is considered non-independent. If the remuneration committee of the board believes he is contributing to the board deliberations, it may propose re-appointing him as non-independent director, and appoint additional independent directors to maintain the mix between independent and non-independent directors on its board.


Mr L Lakshman (DIN 00012554), Director of the Company, be and is hereby appointed as an Independent Director of the Company.

L Lakshman is on the board of 11 public limited companies. This is higher than the threshold prescribed under section 165 of the Companies Act 2013. Although there is a window period of one year to comply, we believe companies and directors must be proactive and start abiding by the spirit of the regulations at the earliest.


Mr Tejpreet Singh Chopra (DIN 00317683), Director of the Company, be and is hereby appointed as an Independent Director of the Company.

Reappointment of Tejpreet Singh Chopra is in line with all the statutory requirements.


Mr Vellayan Subbiah (DIN 01138759), Director of the Company, be and is hereby appointed as an Independent Director of the Company.

Reappointment of Vellayan Subbiah is in line with all the statutory requirements.


Mr Pramod Bhasin (DIN 01197009), Director of the Company, be and is hereby appointed as an Independent Director of the Company.

Reappointment of Pramod Bhasin is in line with all the statutory requirements.


The remuneration payable to the 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 31 March 2015 as provided below, be and is hereby approved and ratified.

As per Section 148 of Companies Act 2013, the remuneration payable to cost auditors 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. The board has approved the appointment and remuneration of Harkesh Tara (-technical textile business and engineering plastic business) and Sanjay Gupta & Associates (-chemicals business and packaging film business) as cost auditors of the company for a remuneration of Rs 0.34 mn and Rs 0.47 mn respectively, for the year ended 31 March 2015.


The Board of Directors of the Company be and is hereby authorised to offer or invite subscriptions for secured/unsecured redeemable non-convertible debentures, in or more series/tranches, aggregating upto Rs. 500 crores



The consent of the members be and is hereby accorded to the Board of Directors may exceed the aggregate of the Company’s paid-up share capital and free reserves, i.e., reserves not set apart for any specific purpose, provided, however, that the aggregate amount of monies which may be borrowed shall not exceed Rs. 3000 crores.

SRF seeks shareholders’ approval to enhance the borrowing limit to Rs 30 bn from the present 20 bn, in order to finance its on-going capex. The company’s outstanding debt of Rs 12.7 bn is 0.6x the networth and 2.4x the EBIDTA of the company as on 31 March 2014. We note, in the past, that the company’s capex programs have been financed by debt and internal accruals. Its credit protection measures are moderate. If SRF were to raise debt to the extent of the said limit, its leverage would deteriorate but remain at moderate levels; debt-to-networth would be 1.4x and debt-to-EBIDTA, 5.6x.

Confidential




July to September' 2014 05-Aug-14 MANAGEMENT To declare a final dividend. For FOR












July to September' 2014 05-Aug-14 HERO MOTOCORP LIMITED MANAGEMENT For ABSTAIN Abstained as per Proxy Voting Policy


The consent of the members of the Company be and is hereby accorded to the Board of Directors for creation of mortgages or the obligations in respect of which may be assumed by the Company, as may be required and approved by the lead institution A) the redemption of debentures issued/to be issued by the Company or credit facilities granted and/or to be granted from time to time to the Company. B) the payment of interest at the respective agreed rates, compound/additional interest, liquidated damages, premium on redemption, if any, costs, charges, expenses and all other money or in respect of which the obligation for payment of interest may vest with the Company.

The terms of borrowing, interest rates etc. for secured loans tend to be better than those for unsecured loans, which is beneficial for the company. This resolution is linked to Resolution#13.

CROMPTON GREAVES LIMITED


To receive, consider and adopt the Financial Statements of the Company for the year ended 31 March 2014 including audited Balance Sheet as at 31 March 2014, the Statement of Profit and Loss for the year ended on that date and the Reports of the Board of Directors and Auditors thereon.



To confirm the first and second interim dividends, aggregating to Rs. 0.80 per share (40%).

Crompton Greaves has paid two interim dividend of Rs 0.40 per share (FV Rs 2) each.



Crompton Greaves has proposed a final dividend of Rs 0.40 per share (FV Rs 2). It has maintained a dividend payout ratio in the range 17% to 20% in last three years.



To appoint Sharp & Tannan, Chartered Accountants, Registration No 109982W, as Statutory Auditors of the Company, to hold office from the conclusion of this Annual General Meeting up to the conclusion of the next Annual General Meeting and to authorise the Board of Directors to fix their remuneration.

Crompton Greaves proposes to reappoint Sharp & Tannan as statutory auditors: Sharp & Tannan have been the company’s statutory auditors for the past 18 years. The reappointment is not in line with the spirit of Section 139 of the Companies Act 2013. Under section 139 of the Companies Act 2013, an audit firm’s tenure may extend to a maximum of two consecutive terms of five years each (maximum 10 years). Although the Act has given companies a three-year window to comply, we expects companies to be proactive and start abiding by the spirit of the regulations at the earliest



Mr. SM Trehan, Director liable to retire by rotation, who does not offer himself for re-appointment be not re-appointed as a Director of the Company and the vacancy so caused on the Board of the Company be not filled-up.

SM Trehan, a non-executive director, is liable to retire by rotation and he does not seek-reappointment



Messrs. Ashwin Solanki & Associates, Cost Accountants as approved by the Board of Directors of the Company, be and is hereby ratified and confirmed.

As per Section 148 of Companies Act 2013, the remuneration payable to cost auditors 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.The board has approved the appointment and remuneration of Ashwin Solanki & Associates as cost auditors of the company for FY15 on a remuneration of Rs 7,00,000 (excluding out-of-pocket expenses).



Mr. S Apte, be and is hereby appointed as an Independent Director of the Company.

Reappointment of S Apte is in line with all the statutory requirements



Mr. S Labroo, be and is hereby appointed as an Independent Director of the Company.

S Labroo has been on the board of the company for the past 11 years. The length of tenure is inversely proportionate to the independence of a director. Due to his long association (>10 years) with the company, he is considered non-independent. If the company believes he is contributing to the board deliberations, it may propose re-appointing him as a non-independent director



Dr. (Mrs) C Lewiner, be and is hereby appointed as an Independent Director of the Company.

Reappointment of Dr. (Mrs) C Lewiner is in line with all the statutory requirements



Mr. S Prabhu, be and is hereby appointed as an Independent Director of the Company.

Reappointment of S Prabhu is in line with all the statutory requirements



Ms. M Pudumjee, be and is hereby appointed as an Independent Director of the Company.

Reappointment of Ms. M Pudumjee is in line with all the statutory requirements



Dr. V von Massow, be and is hereby appointed as an Independent Director of the Company.

Reappointment of Dr. V von Massow is line with all the statutory requirements



The consent of the Company be and is hereby accorded to the Board of Directors of the Company for mortgaging and / or charging all or any of the movable and / or immovable properties the whole of the undertaking or the undertakings of the Company for securing any loan(s) obtained or as may be obtained from any bank the Company’s current assets, present and future, in favour of banks, financial institutions, bodies corporate, other entities, person or persons who may provide such credit facilities to the Company.

The terms of borrowing, interest rates etc. for secured loans tend to be better than those for unsecured loans, which is beneficial for the company. The company seeks fresh approval for ensuring compliance with the Companies Act, 2013. There are no disclosures regarding the borrowing limit upto which the company plans to create a charge on assets. Hathaway’s consolidated debt outstanding on March 31, 2014 aggregated Rs 21.9 bn, of which 90% is secured



The Articles of Association of the Company be and is hereby amended by: 1)deleting the existing Article 107 and substituting the following new Article 107 in place thereof 2) The Chairman is permitted to hold the position of both the Chairman as well as Managing Director/ CEO/ equivalent position thereof in the Company as per the recommendations of the Board of Directors of the Company 3) deleting the existing Article 109 and substituting the following new Article 109 in place thereof.

The amendment to the Articles of Association of the company will be in conformity with 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, 2014, together with the reports of the Director’s and Auditor’s thereon.

Confidential

July to September' 2014 05-Aug-14 HERO MOTOCORP LIMITED MANAGEMENT For FOR The FY14 dividend payout ratio is 72.1%.

July to September' 2014 05-Aug-14 HERO MOTOCORP LIMITED MANAGEMENT For FOR

July to September' 2014 05-Aug-14 HERO MOTOCORP LIMITED MANAGEMENT For AGAINST











July to September' 2014 06-Aug-14 MANAGEMENT To declare a dividend For FOR



To declare a Dividend of Rs. 65 per Equity Share on 199,687,500 Equity Shares of Rs. 2 each for the financial year 2013-14.


To appoint a director in place of Mr. Brijmohan Lall Munjal (DIN 00004134), who retires by rotation and being eligible has offered himself for re-appointment.

The reappointment of Brijmohan Lall Munjal is in line with all the statutory requirements.


To appoint M/s. Deloitte Haskins & Sells, (FR No. 015125N) Chartered Accountants, the retiring Auditors as Statutory Auditors of the Company, and to fix their remuneration.

AF Ferguson and Co audited Hero Moto’s financial statement for 12 years until FY12 after which Deloitte Haskins & Sells were appointed as the statutory auditors. AF Ferguson and Co and Deloitte Haskins & Sells are part of the same audit network - Deloitte Touche Tohmatsu.Hero Moto proposes to reappoint Deloitte Haskins & Sells as the statutory auditor: The Deloitte Touche Tohmatsu network has audited the past 15 years’ financial statements of the Company. The reappointment does not follow the spirit of Section 139 of the Companies Act 2013. Under section 139 of the Companies Act 2013, an audit firm’s tenure may extend to a maximum of two consecutive terms of five years each (maximum 10 years). Although the Act has given companies a three-year window to comply, we expect companies to be proactive and start abiding by the spirit of the regulations at the earliest.


Mr. Pradeep Dinodia (DIN 00027995), who was appointed as a Director liable to retire by rotation be and is hereby appointed as an Independent Director of the Company

Pradeep Dinodia is on Hero Moto’s board for 13 years. The length of tenure tends to be inversely proportionate to the independence of a director. Due to his long association (>10 years) with the company, he is considered non-independent. However, if the company believes that it will benefit from Pradeep Dinodia serving on the board, it must appoint him as a non-independent director and induct additional independent directors to ensure that the board composition is in line with the requirements of Clause 49 of the Listing Agreement.


Gen. (Retd.) V. P. Malik (DIN 00006628), who was appointed as a Director liable to retire by rotation be and is hereby appointed as an Independent Director of the Company

Gen. (Retd.) V. P. Malik is on Hero Moto’s board for 13 years. The length of tenure tends to be inversely proportionate to the independence of a director. Due to his long association (>10 years) with the company, he is considered non-independent.However, if the company believes that it will benefit from Gen. (Retd.) V. P. Malik serving on the board, it must appoint him as a non-independent director and induct additional independent directors to ensure that the board composition is in line with the requirements of Clause 49 of the Listing Agreement.


Mr. Ravi Nath (DIN 00062186), who was appointed as a Director liable to retire by rotation be and is hereby appointed as an Independent Director of the Company

Ravi Nath attended 20% of board meetings held in FY14, and 69% of the board meetings in the past three years. This is well below our threshold of a three-year minimum average of 75% attendance.


Dr. Anand C. Burman (DIN 00056216), who was appointed as a Director liable to retire by rotation be and is hereby appointed as an Independent Director of the Company

Dr. Anand C Burman attended 40% of board meetings held in FY14, and 44% of the board meetings in the past three years. This is well below our threshold of a three-year minimum average of 75% attendance.


Dr. Pritam Singh (DIN 00057377), who was appointed as a Director liable to retire by rotation be and is hereby appointed as an Independent Director of the Company

The reappointment of Dr. Pritam Singh is in line with all the statutory requirements.


Mr. M. Damodaran (DIN 02106990), who was appointed as a Director liable to retire by rotation be and is hereby appointed as an Independent Director of the Company

The reappointment of M Damodaran is in line with all the statutory requirements.


The approval of the Company be & is hereby accorded to the variation in terms of appointment of Mr. Brijmohan Lall Munjal (DIN 00004134), to the extent that there will be no break in his office as Whole Time Director in case he is re-appointed on determination of his office by retirement of directors by rotation.

We understand this resolution to mean that any gap between the end of his contract period and his subsequent reappointment to the Board will not be treated as a gap in his service and he will be paid remuneration as per his existing contract.


The existing terms of remuneration by way of Commission to Non-Executive and Independent Directors be and are hereby modified to the extent that a sum not exceeding 1 (one)% per annum of the Net Profits of the Company be paid to and distributed amongst the Non-Executive and Independent Directors of the Company in such amount, proportion, manner and in all respects as may be directed by the Board of Directors

In September 2013, the company proposed to pay upto 0.1% of its net profit as commission to its non-executive directors. Hero Moto proposes to revise this limit upto 1% of net profit.The commission per non-executive director has been below Rs.9 mn in each of the past five years.


The consent of the members of the Company be and is hereby accorded for the payment of remuneration of Rs. 3.65 lacs plus Service Tax thereon and reimbursement of out of pocket expenses, if any, to M/s. Ramanath Iyer & Co., (FR No. 000019), Cost Accountants, Cost Auditors of the Company.

The board has approved the appointment and remuneration to Ramanath Iyer & Co as cost auditor to conduct the audit of cost records of the company for FY15. As per Section 148 of Companies Act 2014, the remuneration of Rs.365,000 payable to cost auditors has to be ratified by shareholders of the company. Accordingly, consent of shareholders is sought through the ordinary resolution in order to ensure compliance with the said Section.

LAKSHMI MACHINE WORKS LIMITED


To consider the Statement of Profit and Loss for the financial year ended 31st March, 2014, the Balance Sheetas at that date, the Report of the Board of Directors and the Report of the Auditors



Dividend per share at Rs.30 in FY14 is higher than the Rs.20 per share paid in FY13. The dividend payout ratio for FY14 is 21.5%.



To appoint a Director in the place of Sri.V.Sathyakumar (DIN: 06477636), Director retires by rotation and being eligible, offers himself for reappointment.

Reappointment of V. Sathyakumar is in line with all the statutory requirements.

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To appoint Auditors for the financial year 2014-15 and to fix their remuneration

Lakshmi Machine Works proposes to reappoint Jagannathan & Visvanathan and Subbachar & Srinivasan as joint auditors: Jagannathan & Visvanathan and Subbachar & Srinivasan have been Lakshmi Machine Works’ auditors since 1990. The reappointment does not follow the spirit of Section 139 of the Companies Act 2013. Under section 139 of the Companies Act 2013 (see Box 1 below), an audit firm’s tenure may extend to a maximum of two consecutive terms of five years each (maximum 10 years). Although the Act has given companies a three-year window to comply, we expect companies to be proactive and start abiding by the spirit of the regulations at the earliest.



Sri.M.V.Subbiah as a candidate for the office of Independent Director of the Company, be and is hereby appointed as anIndependent Director to hold office for a period of one year from the conclusion of this AGM and he is not liable to retire by rotation

M.V.Subbiah has been on the board of the company for the past 33 years. we believe that the length of tenure is inversely proportionate to the independence of a director. Due to the long association (>10 years) of M.V.Subbiah with the company, he is considered non-independent.If the company believes that it will benefit from M.V.Subbiah serving on the board, it should appoint him as a non-independent director and induct additional independent directors to ensure that the board composition is in line with the requirements of Clause 49 of the Listing Agreement.



Sri.Basavaraju as a candidate for the office of Independent Director of the Company, be and is hereby appointed as an Independent Director to hold office for a period of five years from the conclusion of this AGM and he is not liable to retire byrotation

Reappointment of Basavaraju is in line with all the statutory requirements.



Sri.Aditya Himatsingka as a candidate for the office of Independent Director of the Company, be and is hereby appointed as an Independent Director of the Company to hold office for a period of five years from the conclusion of this AGM and he is not liable to retire by rotation

Reappointment of Aditya Himatsingka is in line with all the statutory requirements



Dr.Mukund Govind Rajan as a candidate for the office of Independent Director of the Company, be and is herebyappointed as an Independent Director to hold office for a period of five years from the conclusion of this AGMand he is not liable to retire by rotation

Reappointment of Mukund Govind Rajan is in line with all the statutory requirements.



Company be and is hereby deleted and in its place a new set of Articles of Association in line with the provisions of the Companies Act, 2013 having Clauses 1 to 88 be and is hereby substituted

Lakshmi Machine Works proposes to amend the Articles of Association (AoA) to delete/amend the references to various sections and schedules of the Companies Act, 1956 and to substitute them with the provisions of Companies Act, 2013.



Reappointment of Sri.R.Rajendran, Director Finance passed at the Annual General Meeting held on 5th August, 2013, the terms of appointment of Sri.R.Rajendran, Director Finance be and is hereby amended by inserting thereto the following clause after the existing Clause-b : "c. Sri.R.Rajendran, Director Finance, is liable to retire by rotation"

The change in the terms of appointment are being made to comply with the Companies Act 2013 on directors’ retirement by rotation.

ULTRATECH CEMENT LIMITED


To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2014 and the Statement of Profit & Loss for the financial year ended 31st March, 2014 and the Report of the Directors’ and Auditors’ thereon.



To declare dividend on equity shares for the year ended 31st March, 2014.




To appoint a Director in place of Mr. D. D. Rathi (DIN: 00012575), who retires by rotation and, being eligible, offers himself for re-appointment.

The reappointment of DD Rathi is in line with all the statutory requirements.



Deloitte Haskins & Sells LLP, Chartered Accountants, Mumbai (Registration No.: 117366 W / W-100018) and M/s. G. P. Kapadia & Co., Chartered Accountants, Mumbai (Registration No.: 104768W) be and are hereby re-appointed as Joint Statutory Auditors of the Company, at such remuneration.

UltraTech proposes to reappoint Deloitte Haskins & Sells LLP and GP Kapadia & Co as statutory auditors: Deloitte Haskins & Sells is part of the Deloitte Touch Tohmatsu audit network. Prior to appointing Deloitte Haskins & Sells LLP and GP Kapadia & Co as joint auditors, the company’s auditors were SB Billimoria & Co and GP Kapadia & Co since 2005: SB Billimoria & Co are also part of the Deloitte Touch Tohmatsu audit network. Therefore, audit firms belonging to the Deloitte Touch Tohmatsu network have been UltraTech’s statutory auditors for the past 10 years. The reappointment is not keeping with the spirit of section 139 of the Companies Act 2013. Although the Act has given companies a three-year window to comply, we expect companies to be proactive and start abiding by the spirit of the regulations at the earliest



M/s. Haribhakti & Co., Chartered Accountants, Mumbai (Registration No.: 103523W) be and are hereby reappointed as Branch Auditors of the Company at such remuneration.

The reappointment of Haribhakti & Co as branch auditors is in line with all statutory requirements.



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 be paid the remuneration as: M/s. N. I. Mehta & Co., Cost Accountants, Mumbai - Rs. 7,00,000/-. M/s. N. D. Birla & Co., Cost Accountants, Ahmedabad – Rs. 7,50,000/-

The board has approved the appointment and remuneration to NI Mehta & Co and ND Birla & Co as cost auditor to conduct the audit of cost records of the company for FY15. As per Section 148 of Companies Act 2014, the remuneration of Rs 1.4 mn payable to cost auditors has to be ratified by shareholders of the company. Accordingly, consent of shareholders is sought through the ordinary resolution in order to ensure compliance with the said Section.



Mr. Arun Adhikari (DIN: 00591057), who was appointed as an Additional Director by the Board of Directors of the Company be and is hereby appointed as an Independent Director of the Company not liable to retire by rotation.

The appointment of Arun Adhikari is in line with all the statutory requirements.

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Mr. R. C. Bhargava (DIN: 00007620) be and is hereby appointed as an Independent Director of the Company not liable to retire by rotation

RC Bhargava is on the board of the company for the past 10 years. The length of tenure tends to be inversely proportionate to the independence of a director. Due to RC Bhargava’s long association (>10 years) with the company, he is considered non-independent. If the company believes that it will benefit from RC Bhargava serving on the board, they should appoint him as a non-independent director and induct additional independent directors to ensure that the board composition is in line with the requirements of Clause 49 of the Listing Agreement.



Mr. G. M. Dave (DIN: 00036455) be and is hereby appointed as an Independent Director of the Company not liable to retire by rotation

The reappointment of GM Dave is in line with all the statutory requirements.



Mr. S. B. Mathur (DIN: 00013239) be and is hereby appointed as an Independent Director of the Company

The reappointment of SB Mathur is in line with all the statutory requirements.



Mr. S. Rajgopal (DIN: 00001133) be and is hereby appointed as an Independent Director of the Company.

The reappointment of S Rajgopal is in line with all the statutory requirements.

BALRAMPUR CHINI MILLS LIMITED


To receive, consider and adopt the Balance Sheet as at 31st March, 2014 and the statement of Profit & Loss for the year ended on that date together with the Directors’ Report and Auditors’ Report thereon



To appoint a Director in place of Shri Kishor Shah (DIN– 00193288) who retires by rotation and being eligible offers himself for reappointment




To appoint Auditors M/s G.P. Agrawal & Co and fix their remuneration

Balrampur Chini Mills Ltd.’s (BCML’s) proposes to reappoint G.P. Agrawal & Co. as the statutory auditor: G.P. Agrawal & Co. have been the statutory auditors for about 12 years, which can affect their independence. The reappointment is not in line with the spirit of Section 139 of the Companies Act 2013. Although the Act has given companies a three-year window to comply, we expect companies to be proactive and start abiding by the spirit of the regulations at the earliest.



Shri Dinesh Kumar Mittal (DIN–00040000), Director of the Company be and is hereby appointed as an Independent Director of the Company




Shri Krishnava Dutt (DIN–02792753), Director of the Company be and is hereby appointed as an Independent Director of the Company




Shri Naresh Chandra (DIN–00015833), Director of the Company be and is hereby appointed as an Independent Director of the Company

Naresh Chandra has been on BMCL’s board for 11 years. We believe length of tenure is inversely proportionate to the independence of a director. Due to Naresh Chandra’s long association (>10 years) with the company, he is considered non-independent.N



Shri Ram Kishore Choudhury (DIN–00083192), Director of the Company be and is hereby appointed as an Independent Director of the Company

R K Choudhury has been on BMCL’s board for 29 years. We believe length of tenure is inversely proportionate to the independence of a director. Due to R K Choudhury’s long association (>10 years) with the company, he is considered non-independent. If the company believes that it will benefit from R K Choudhury serving on its board, it should appoint him as a non-independent director.



Shri Rangarajan Vasudevan (DIN–00025334), Director of the Company be and is hereby appointed as an Independent Director of the Company

We expect directors to take their responsibilities seriously and attend atleast 75% of all board meetings over a three year period. Rangarajan Vasudevan has attended 25% of the board meetings held in FY14 and 60% of the board meetings held over the past three years. This is well below our required threshold of a three-year minimum average of 75% attendance.



Shri R. N. Das (DIN–03582925), Director of the Company be and is hereby appointed as an Independent Director of the Company




Reappointment and payment of existing remuneration to Shri Vivek Saraogi (DIN–00221419) as Managing Director ofthe Company

The remuneration proposed to be paid is commensurate with a company the size of BMCL and comparable with that paid to peers in the industry. The promoters have forgone commission in FY14 when the company has made a marginal profit.



Reappointment and payment of existing remuneration to Smt. Meenakshi Saraogi (DIN–00361421) as Jt. Managing Director of the Company

The remuneration proposed to be paid is commensurate with a company the size of BMCL and comparable with that paid to peers in the industry. The promoters have forgone commission in FY14 when the company has made a marginal profit.



Re-appointment of Dr. Arvind Krishna Saxena (DIN–00846939) as a Wholetime Director of the Company

The remuneration proposed to be paid is commensurate with a company the size of BMCL and comparable with that paid to peers in the industry.



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 31st March, 2015, be paid the remuneration

The appointment of cost auditors is in line with all the statutory requirements.



To borrow moneys for the purposes of the business of the Company shall not exceed Rs. 2000 crores (Rupees Two thousand crores only) outstanding at any time over and above the aggregate of the paid up capital of the Company and its free reserves, as aforesaid

Due to unfavourable business environment the company needs to enhance borrrowing limits which in normal circumstances could have been avoided. Hence we rec ommed for



Company to mortgage, hypothecate or in any other way charge in favour of the lenders all or any of the movable and/or immovable properties of the company, both present and/or future of the whole or substantially the whole of the undertaking or undertakings of the Company

The terms of borrowing, interest rates etc. for secured loans tend to be better than those for unsecured loans. The company’s debt is largely secured in nature.

Confidential












July to September' 2014 08-Aug-14 MANAGEMENT To declare Dividend on Equity Shares. For FOR





SELAN EXPLORATION TECHNOLOGY LIMITED


To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2014 and Profit and Loss Account for the year ended on that date along with the Reports of the Directors’ and Auditors’ thereon.



To appoint M/s V. Sankar Aiyar & Co., Chartered Accountants as Auditors, and to fix their remuneration.

SELAN proposes to reappoint V. Sankar Aiyar & Co. as the statutory auditor: V. Sankar Aiyar & Co. have been the statutory auditors for about 21 years (since 1993), which can affect their independence. The reappointment is not in line with the spirit of Section 139 of the Companies Act 2013. Although the Act has given companies a three-year window to comply, we expect companies to be proactive and start abiding by the spirit of the regulations at the earliest.



To declare the interim dividend of 50 % amounting to Rs. 5/- per share paid during the year as final dividend for the financial year 2013-14.

SELAN proposes to pay a dividend of Rs. 5 per equity share of face value Rs.10 (i.e. 50%). Dividend per share is constant despite a marginal fall in PAT by 1.4% over FY13. Dividend payout ratios are low at about 21-22% of profits.



Mr. T. Currimbhoy (holding DIN 00729714), Director of the Company who retires by rotation be and is hereby appointed as an Independent Director of the Company.

T Currimbhoy has been on SELAN’s board for 17 years. we believe length of tenure is inversely proportionate to the independence of a director. Due to T Currimbhoy’s long association (>10 years) with the company, he is considered non-independent.



Dr. D. J. Corbishley (holding DIN 06515723), Director of the Company whose period of office is liable to determination by retirement of directors by rotation be and is hereby appointed as an Independent Director of the Company.

D. J. Corbishley has been on the board for one year. The appointment is in line with all the statutory requirements



Mr. S.K. Singh (holding DIN 00016014), Director of the Company whose period of office is liable to determination by retirement of directors by rotation be and is hereby appointed as an Independent Director of the Company.

S K Singh has been on SELAN’s board for 10 years. we believe length of tenure is inversely proportionate to the independence of a director. Due to S K Singh’s long association (10 years) with the company, he is considered non-independent. If the company believes that it will benefit from S K Singh serving on its board, it should appoint him as a non-independent director.



Mr. V.B. Mahajan (holding DIN 00015515) , Director of the Company whose period of office is liable to determination by retirement of directors by rotation be and is hereby appointed as an Independent Director of the Company.

V B Mahajan has been on SELAN’s board for 15 years. We believe length of tenure is inversely proportionate to the independence of a director. Due to V B Mahajan’s long association (>10 years) with the company, he is considered non-independent. If the company believes that it will benefit from V B Mahajan serving on its board, it should appoint him as a non-independent director.



The re-appointment of Mr. S.N. Balasubramanian , Cost Auditor; by the Board of Directors of the Company to conduct the audit of the cost records of the Company for the financial year 2014-15 on a remuneration of Rs. 1,10,000/- per annum, be and is hereby ratified.

Their appointment is in line with all the statutory requirements.



The consent of the members be and is hereby accorded for increasing the Investment limit by Non-Resident Indians under Portfolio Investment Scheme upto 24% of the paid-up equity share capital of the Company.

SELAN needs additional capital to carry on with its business activities in an appropriate mix of debt and equity. As on 31 March 2014, 26.5% of the company’s equity was held by foreign promoters and 7.2% is held by NRIs / OCBs. The company plans to raise further funds from NRIs and PIOs and hence requests shareholders to approve increase the limit of NRI investment from 10% upto 24% of the paid-up equity share capital of the Company.



The approval of the Company be and is hereby accorded for the re-appointment of Mr. P. S. Oberoi as the Manager of the Company for a further period of five years with effect from 1st October, 2014 on such remuneration, including perquisites and as per terms specified in the agreement placed before the meeting and initialed by the Director for the purpose of identification, be and is hereby approved.

The remuneration paid in the past to P S Oberoi is commensurate with the size of SELAN. Also the annual increments range from 13% to 16% each year which is reasonable.

GUJARAT STATE FERTILIZERS AND CHEMICALS


To receive, consider and adopt the Audited Financial Statements of the Company for the year ended 31st March, 2014 including Balance Sheet as at 31st March, 2014 and the Statement of Profit & Loss for the year ended on that date and the Report of the Board of Directors and Auditors thereon.



Dividend at Rs.2 per share is the same as previous years’. Dividend payout ratios have improved over last year to 27% - largely because the company paid out the same dividend despite the decline in profits.



To appoint a Director in place of Shri P. N. Roy Chowdhury (DIN 00354078), who retires by rotation and being eligible offers himself for re-appointment.

The reappointment of PN Roy Chowdhury is in line with all the statutory requirements.



M/s. Deloitte Haskins & Sells, Chartered Accountants, Vadodara (Firm Registration No. 117364W) be and are hereby re-appointed as auditors of the Company on such remuneration as may be determined by the Board of Directors of the Company

The reappointment is line with the provisions of section 139 of the Companies Act 2013.



M/s. A G Dalwadi & Company, Cost Accountants, Ahmedabad (Firm Registration No. 100071), whose appointment and remuneration has been recommended by the Audit Committee and approved by the Board, as Cost Auditors of the Company at a total fee of Rs. 4,25,000/- plus service tax and reasonable out of pocket and traveling expenses be and is hereby ratified and approved.

The board has approved the appointment and remuneration to AG Dalwadi & Company as cost auditor to conduct the audit of cost records of the company for FY15. As per Section 148 of Companies Act 2014, the remuneration of Rs.425,000 payable to cost auditors has to be ratified by shareholders of the company. Accordingly, consent of shareholders is sought through the ordinary resolution in order to ensure compliance with the said Section.



Shri D C Anjaria (DIN 00008639) be and is hereby appointed as an Independent Director of the Company and shall not be liable to retire by rotation.

The reappointment of D C Anjaria is in line with all the statutory requirements.

Confidential





July to September' 2014 08-Aug-14 MANAGEMENT For AGAINST Refer to the discussion for Resolution 10.




July to September' 2014 08-Aug-14 MANAGEMENT For FOR we note the Retirement

July to September' 2014 08-Aug-14 MANAGEMENT For FOR we note the Retirement






Prof. Vasant Gandhi (DIN 00863653) be and is hereby appointed as an Independent Director of the Company and shall not be liable to retire by rotation.

The reappointment of Prof. Vasant Gandhi is in line with all the statutory requirements.



Shri Ajay Shah (DIN 01141239) be and is hereby appointed as an Independent Director of the Company and shall not be liable to retire by rotation.

Ajay Shah attended 20% of board meetings held in FY14, and 21% of the board meetings in the past three years. This is well below our threshold of a three-year minimum average of 75% attendance.



Shri Vijai Kapoor (DIN 01084371) be and is hereby appointed as an Independent Director of the Company and shall not be liable to retire by rotation.

Vijai Kapoor attended 40% of board meetings held in FY14, and 42% of the board meetings in the past three years. This is well below our threshold of a three-year minimum average of 75% attendance.



The consent of the Company be and is hereby accorded to the Board of Directors of the Company, at any time to borrow money or from time to time for borrowing monies together with the monies already borrowed by the Company upto an amount of Rs. 1350 Crores

GSFCL outstanding debt on March 31, 2014 was Rs.7.9 bn. It can raise debt upto Rs.41.9 bn without shareholders’ approval. There already exists is sufficient headroom to raise debt. In such case, we expect companies to provide rationale for increasing its borrowing limit.



The consent of the Members be and is hereby accorded to the creation by the Board of Directors of the Company from time to time of such mortgage, charges on Company's assets and properties, both present and future, whether movable or immovable in favor of Lenders as may be agreed to by the Board for the purpose of securing the repayment of any loans/ financial assistance/ other borrowings, subject to maximum of Rs.1350 Crores.



The draft regulations contained in the Articles of Association submitted to this meeting be and are hereby approved and adopted in substitution of the existing Articles of Association of the Company.

GSFCL seeks to modify its Articles of Association to align it with the provision of the Companies Act 2013. The last paragraph in the Interpretation Clause 2 of Articles of Association contains specific reference to the Companies Act, 1956 that needs to be replaced.

MAHINDRA AND MAHINDRA LIMITED


To receive, consider and adopt the Audited Financial Statements of the Company for the Financial Year ended 31st March, 2014 including the Audited Balance Sheet as at 31s March, 2014 and the Statement of Profit and Loss for the year ended on that date and the Reports of the Board of Directors and Auditors thereon.



To declare a dividend on Ordinary (Equity) Shares.

Dividend payment has been steadily increasing in line with improving profitability. The dividend payout ratio ranges between 25% - 30% which is at acceptable levels



Mr. Narayanan Vaghul (DIN: 00002014), who was appointed as a Director of the Company liable to retire by rotation be not re-appointed a Director of the Company.



Mr. A. K. Nanda (DIN: 00010029), who was appointed as a Director of the Company liable to retire by rotation be not re-appointed a Director of the Company.



Messrs Deloitte Haskins & Sells, Chartered Accountants (ICAI Firm Registration Number 117364W), the retiring Auditors of the Company, be reappointed as Auditors of the Company at a remuneration to be determined by the Board of Directors of the Company.

Deloitte Haskins & Sells were appointed as the statutory auditors for M&M in 2007-08. Prior to appointing Deloitte Haskins & Sells, the company’s auditors were A F Ferguson & Co., since atleast 1996-97: they are also part of the Deloitte audit network. Therefore, audit firms belonging to the Deloitte Group have been M&M’s statutory auditors for atleast 17 years. The reappointment is neither in keeping with the Voting Policy on Auditor (Re)appointment nor with the spirit of section 139 of the Companies Act 2013.Under section 139 of the Companies Act 2013, an audit firm’s (which includes firms within the same audit network) tenure may extend to a maximum of two consecutive terms of five years each (maximum 10 years). Although the Act has given companies a three-year window to comply, we expect companies to be proactive and start abiding by the spirit of the regulations at the earliest.



Mr. M. M. Murugappan (DIN: 00170478), Director of the Company, be appointed as an Independent Director of the Company.

M. M. Murugappan has been on the board for over 20 years. We believeslength of tenure is inversely proportionate to the independence of a director. Due to M. M. Murugappan’s long association (>10 years) with the company, he is considered non-independent. Additionally, M. M. Murugappan is on the board of over 10 public limited companies, which is higher than the threshold prescribed under section 165 of the Companies Act 2013. Although the Act has given a one-year window to comply, we expect companies and directors to be proactive and start abiding by the spirit of the regulations at the earliest.



Mr. Deepak S. Parekh (DIN: 00009078), Director of the Company, be appointed as an Independent Director of the Company

Deepak Parekh has been on the board for over 20 years. We believe length of tenure is inversely proportionate to the independence of a director. Due to Deepak Parekh’s long association (>10 years) with the company, he is considered non-independent.Additionally, Deepak Parekh is on the board of over 10 public limited companies, which is higher than the threshold prescribed under section 165 of the Companies Act 2013, and our Voting Policy on Director (Re)appointments. Although the Act has given a one-year window to comply, we expects companies and directors to be proactive and start abiding by the spirit of the regulations at the earliest.

Confidential















Mr. Nadir B. Godrej (DIN: 00066195), Director of the Company be appointed as an Independent Director of the Company.

Nadir Godrej has been on the board for over 20 years. We believe length of tenure is inversely proportionate to the independence of a director. Due to Nadir Godrej’s long association (>10 years) with the company, he is considered non-independent.Additionally, Nadir Godrej is on the board of over 10 public limited companies, which is higher than the threshold prescribed under section 165 of the Companies Act 2013. Although the Act has given a one-year window to comply, we expect companies and directors to be proactive and start abiding by the spirit of the regulations at the earliest.



Mr. R. K. Kulkarni (DIN: 00059367), Director of the Company, be appointed as an Independent Director of the Company.

R K Kulkarni has been on M&M’s board for 17 years. We believe length of tenure is inversely proportionate to the independence of a director. Due to R K Kulkarni’s long association (>10 years) with the company, he is considered non-independent. If the company believes that it will benefit from R K Kulkarni serving on its board, it should appoint him as a non-independent director.



Mr. Anupam Puri (DIN: 00209113), Director of the Company, be appointed as an Independent Director of the Company.

Anupam Puri has been on M&M’s board for 13 years. We believe length of tenure is inversely proportionate to the independence of a director. Due to R K Kulkarni’s long association (>10 years) with the company, he is considered non-independent. If the company believes that it will benefit from Anupam Puri serving on its board, it should appoint him as a non-independent director.



Dr. Vishakha N. Desai (DIN: 05292671), Director of the Company, be appointed as an Independent Director of the Company.

Vishakha Desai has been on the board for two years. She has attended 6 of 13 meetings held in the last two years. We consider a three-year window for computing director attendance. Hence, we will monitor her attendance going forward and may recommend voting AGAINST her reappointment in the future if attendance levels fail to pick up.



Mr. Vikram Singh Mehta (DIN: 00041197), Director of the Company be appointed as an Independent Director of the Company.




Mr. Bharat Doshi (DIN: 00012541), who was appointed by the Board of Directors as an Additional Director of the Company be appointed as a Director of the Company, liable to retire by rotation.




Mr. S. B. Mainak (DIN: 02531129), who was appointed by the Board of Directors as an Additional Director of the Company be appointed as a Director of the Company, liable to retire by rotation.




Dr. Pawan Goenka (DIN: 00254502), who was appointed by the Board of Directors as an Additional Director of the Company be appointed as a Director of the Company, liable to retire by rotation.




The appointment of Dr. Pawan Goenka (DIN: 00254502) as a Whole time Director of the Company designated as Executive Director and President – Automotive and Farm Equipment Sectors.

Dr. Pawan Goenka’s remuneration in FY14 was Rs. 44.8 million. From discussions with M&M’s management, we understand that his total remuneration in FY15 will increase by a maximum of 10%-12%. Based on this, we believe Pawan Goenka’s proposed remuneration will be commensurate with the size and complexity of the business, and comparable to industry peers.



Messrs N. I. Mehta & Co., Cost Accountants, appointed by the Board of Directors of the Company as Cost Auditors for conducting the audit of the Cost Records of the Company, be paid the remuneration




The consents, permissions and sanctions which may be agreed to by the Board of Directors of the Company and consent of the Members of the Company be accorded to the Board to create, offer, issue and allot 52,00,000 Ordinary (Equity) Shares of Rs. 5 each i.e. not exceeding 0.84% of the post issued Equity Share Capital of the Company as approved by the Members of the Company held on 28th July, 2010 to the Mahindra & Mahindra Employees’ Stock Option Trust (“the Trust”) constituted by the Company.

M&M’s ESOP scheme is different from most companies’. The company transfers shares upfront to the ESOP Trust, and the ESOP Trust issues stock options to employees. The shares are transferred at face value to the trust, and usually, the ESOPs are also issued at face value.In this resolution, M&M proposes to issue 5.2 mn shares (at face value of Rs 5) to the Employees Stock Option Trust. This issuance is 0.84% of the post issue capital of the Company. Post this issuance, the ESOP Trust will hold 5% of M&M’s issued and subscribed capital for distribution as ESOPs. We understand from M&M’s management that the options will be granted to employees, most likely, at face value. In such a case, the cumulative expense that M&M will have to bear, at current market value, is estimated at Rs.6.25 bn. The expense will be recorded in M&M’s profit and loss account when the options are granted.Despite the large cost associated with the ESOP scheme, We understand from M&M’s management that ESOPs will be granted in a manner where the costs of ESOP, in any particular year, will be limited to 5% of profits, and at maximum, the ESOP schemes would result in a cumulative equity dilution of 5%.



The consent of the Members of the Company be accorded to the Company to invite/accept/renew from time to time unsecured/secured Deposits from the public and/ or Members of the Company upto the permissible limits as prescribed under the Rules.

M&M’s management has verbally confirmed that the amount raised under the fixed deposits programme will be part of the overall borrowing limits. M&M’s current borrowing limits are to the extent allowed under section 180(1) (c) of Companies Act, 2013 of the Companies Act 2013 – to the extent of it’s paid up share capital and free reserves (standalone - Rs. 165 bn as on March 31, 2014).

Confidential


July to September' 2014 08-Aug-14 Postal Ballot MANAGEMENT For FOR















The approval of the Members of the Company be accorded to authorise the Board of Directors of the Company (hereinafter referred to as “the Board” which term shall be deemed to include any Committee thereof) to borrow from time to time, by way of securities including but not limited to secured/unsecured redeemable Non-Convertible Debentures in one or more series/tranches aggregating upto an amount not exceeding Rs. 2,500 crores the consideration for the issue, utilisation of the issue proceeds and all matters connected with or incidental thereto and that the said borrowing shall be within the overall borrowing limits of the Company.

The NCDs / CPs will be carved out of the company’s overall borrowing limits.

INDIAN OIL CORPORATION LIMITED

Company, approval of the Shareholders’ be and is hereby accorded to the Board of Directors to borrow money through loans, advances, credit etc. for both domestic and foreign currency borrowings upto Rs. 1,10,000 crore

IOCL’s standalone borrowing of Rs.806.0 bn has already exceeded the networth of the company as on 31 March 2014 (Rs.659.9 bn). Therefore the company needs to raise its borrowing limit.IOCL’s debt protection measures are moderate, with debt to EBIDTA at 3.9x and debt to equity ratio at 1.2x for the year ended March 31, 2014.


Board of Directors to mortgage and/or charge, in addition to the mortgages / charges created / to be created by the Company in such form and manner and with such ranking and at such time and on such terms as the Board may determine, on all or any of the moveable / immoveable properties of the Company, both present and future and/or whole or any part of undertaking(s) of the Company

The company will need to create security in respect of the additional borrowings (refer resolution-3)


Board of Directors to issue secured / unsecured redeemable non-convertible bonds / debentures (“Bonds”) of face value aggregating upto Rs. 11,000 crore (from domestic as well as overseas market) during a period of one year from the date of approval by shareholders’ within the overall borrowing limits approved by Shareholders




To receive, consider, approve and adopt the Financial Statements of the Company for the year ended 31st March, 2014including audited Balance Sheet as at 31st March, 2014, the Statement of Profit & Loss for the year ended on that date and the Reports of the Board of Directors and Auditors thereon together with the audited consolidated financial statements of the Company for the financial year ended 31st March, 2014.



To declare dividend of Rs. 5/- (Rupees Five only) per Equity Share of Rs 2/- each for the financial year ended 31st March, 2014.

Equity dividend continues to remain at Rs.5.0 per equity share. The dividend payout ratio for FY14 is 25.5%



To appoint a Director in place of Sri G.R.K.Prasad, who retires by rotation and, being eligible, offers himself for re-appointment.

The reappointment of G.R.K Prasad is in line with all statutory requirements.



M/s.Brahmayya & Co., Chartered Accountants, be and are hereby re-appointed as the auditors of the Company and that the Board of Directors, be and are hereby authorized to fix such remuneration as may be determined by the audit committee in consultation with the auditors.

Brahmayya & Co. has been auditing the company’s accounts for 17 years – which does not follow the spirit of Section 139 of the Companies Act 2013. Under section 139 of the Companies Act 2013, an audit firm’s tenure may extend to a maximum of two consecutive terms of five years each (maximum 10 years). Although the Act has given companies a three-year window to comply, we expect companies to be proactive and start abiding by the spirit of the regulations at the earliest.



Sri K.Balarama Reddi (holding DIN 00012884), Director of the Company, who retires by rotation be and is hereby appointed as an Independent Director of the Company.

K.Balarama Reddi has been long associated with the company: he has been on the Board of the company since 1998. The length of tenure is inversely proportionate to the independence of a director. Due to this long association (>10 years) with the company, he is considered non-independent.



Dr.M.V.G.Rao (holding DIN 00012704), Director of the Company, who retires by rotation be and is hereby appointed as an Independent Director of the Company.

M.V.G Rao has been has been long associated with the company: he has been on the Board of the company since 1997. The length of tenure is inversely proportionate to the independence of a director. Due to his long association (>10 years) with the company, he is considered non-independent.



Dr.E.R.C.Shekar (holding DIN 00013670), Director of the Company, be and is hereby appointed as an Independent Director of the Company

E.R.C.Shekar has been has been long associated with the company: he has been on the Board of the company since 1997. The length of tenure is inversely proportionate to the independence of a director. Due to his long association (>10 years) with the company, he is considered non-independent.



Dr.D.Nageswara Rao (holding DIN 02009886), Director of theCompany, be and is hereby appointed as an Independent Director of the Company

Reappointment of D.Nageswara Rao is in line with all the statutory requirements.



Dr.C.V.Madhavi (holding DIN 06472632), Director of the Company, be and is hereby appointed as an Independent Director of the Company.

Reappointment of C.V.Madhavi is in line with all the statutory requirements.



The consent and approval of the Company, be and is hereby accorded to the re-appointment of Sri D.Ashok (holding DIN 00006903) as Chairman and Director in the wholetime employment of the Company

The proposed remuneration of Rs.52.8 mn for D.Ashok is high and not comparable to industry peers.

Confidential






July to September' 2014 09-Aug-14 MANAGEMENT To declare dividend on Preference Shares. For FOR

July to September' 2014 09-Aug-14 MANAGEMENT To declare dividend on Equity Shares. For FOR












The revision/enhancement of remuneration payable to Sri D Ashwin, Managing Director of the Company’s Subsidiary, Nava Bharat (Singapore) Pte. Limited, relative of the Chairman, and his appointment to hold office or place of profit as Managing Director in the Company’s Subsidiary, Nava Bharat (Singapore) Pte. Limited.

D.Ashwin is the Managing Director of Nava Bharat (Singapore) Pte. Limited. In FY11, the company has approved his remuneration of $450,000 p.a (Rs.27 mn), with annual increments of upto 30%. Based on this structure, he was paid a total remuneration of $703,200 (Rs.42 mn) in FY14. The company now proposes to increase his annual pay to $875,000 (Rs.52.5 mn), with annual increments of upto 25%. We believe the proposed remuneration for D. Ashwin is high when compared to industry peers.



The appointment of Sri Nikhil Devineni, to hold office or place of profit, as Manager – Business Development in the step down Subsidiary of the Company, Kobe Green Power Co. Ltd., and/or the Joint Venture Project Company implementing the 150 MW Hydel Power Project in Laos.

The company is in the process of implementing a 150 MW Hydel Power Project, which will be a Joint Venture between Kobe Green Power Co. Ltd (a Nava Bharat group entity) and EDL, the Power Utility of Laos. Once the JV is formed, Nikhil Devineni will be appointed as its Manager - Business Development. The company proposes to pay him an annual remuneration of $48,000, with a yearly bonus of $4000 and medical reimbursements of $3000. In addition he will be paid a performance bonus, which will be decided as per the rules of the company. With this structure, Nikhil Devineni’s total pay will aggregate to ~Rs.3.2 mn, which is in line with industry peers and commensurate with the size of the company.



A) The consent of the Company be and is hereby accorded for entering into related party transactions by the Company also the sale of finished goods to the Company’s Subsidiary, upto a sum of Rs. 600 crores per annum for every financial year B) consent of the Company be and is hereby accorded for entering into related party transactions by the Company on the security provided by the Company and do charge a commission on the guarantee provided at a mutually agreed rate and the amount of commission not exceeding Rs 6 crores per annum C) consent of the Company be and is hereby accorded for entering into related party transactions by the Company which is operating 150MW Power Plant at Paloncha and charge the lease rent, collect utility management charges and consideration for the sale of fly ash bricks or any other materials or goods to Nava Bharat Energy India Limited at such price or sums as may be determined by the Board or its Committee subject to a overall ceiling of not exceedingRs. 50 crores per annum

In order to promote the exports of its Ferro-Alloys, the company currently ships some its products to Nava Bharat (Singapore) Pte. Limited, which in turn makes trade enquiries, negotiates the prices of Ferro Alloys, achieves orders from customers and then places back to back orders with the company for execution. The export is made through delivery to the designated Port specified by the ultimate customer. The company estimates that the export of Ferro Alloys through Nava Bharat (Singapore) Pte. Limited may reach upto Rs.6 bn in this financial year and is accordingly seeking shareholder approval under section 188 of Companies Act 2013. In FY14, the sale of goods to Nava Bharat (Singapore) Pte. Limited aggregated to Rs.2.3 bn. we believe that the RPT is an integral part of the company’s business model.



the appointment of M/s.Narasimha Murthy & Co., Cost Accountants, 3-6-365, 104, Pavani Estate, Y.V.Rao Mansion, Himayat Nagar, Hyderabad – 500 029, as Cost Auditors to audit the cost records maintained by the Company at an aggregate fee of Rs. 5,70,000/-

The company is seeking shareholders’ approval to appoint Narasimha Murthy & Co., as cost auditors at a total remuneration of Rs. 570,000. The appointment of cost auditors is in line with all statutory requirements.

ADANI PORT AND SPECIAL ECONOMIC ZONE


To receive, consider and adopt the Audited Balance Sheet as at March 31, 2014, Statement of Profit and Loss for the year ended on that date and the Reports of the Board of Directors and Auditors thereon.



Adani Ports proposes a dividend of 0.01% dividend on 0.01% Non-Cumulative Redeemable Preference Shares of Rs.10 each.



Adani Ports proposes to pay Rs. 1.0 as dividend to its shareholders. The payout for FY14 is 12.4%.



To appoint a Director in place of Mr. Rajesh S. Adani (DIN: 00006322), who retires by rotation and being eligible, offers himself for re-appointment.

Rajesh S Adani is an Executive Director in two large group Companies. He is a Managing Director of Adani Enterprises and Adani Power. His reappointment is line with the provisions of the Companies Act 2013.



M/s. S R B C & CO LLP, Chartered Accountants (Firm Registration No.: 324982E) be and are hereby appointed as Auditors of the Company at such remuneration.




Mr. D. T. Joseph (DIN: 01716572), a Non-Executive Director of the Company, be and is hereby appointed as an Independent Director of the Company.




Mr. Arun Duggal (DIN: 00024262), a Non-Executive Director of the Company, be and is hereby appointed as an Independent Director of the Company.




Prof. G. Raghuram (DIN: 01099026), a Non-Executive Director of the Company, be and is hereby appointed as an Independent Director of the Company.




Mr. G. K. Pillai (DIN: 02340756), a Non-Executive Director of the Company be and is hereby appointed as an Independent Director of the Company.




Mr. Sanjay Lalbhai (DIN: 00008329), a Non-Executive Director of the Company, be and is hereby appointed as an Independent Director of the Company.




Mr. A. K. Rakesh, IAS (DIN: 00063819), who was appointed as an Additional Director of the Company by the Board of Directors, be and is hereby appointed as a Director of the Company liable to retire by rotation.




Mr. Sudipta Bhattacharya (DIN: 06817333), who was appointed as an Additional Director of the Company by the Board of Directors, be and is hereby appointed as a Director of the Company liable to retire by rotation.


Confidential




July to September' 2014 09-Aug-14 MANAGEMENT For FOR Refer to the discussion for Resolution 15




July to September' 2014 09-Aug-14 Postal Ballot MANAGEMENT For AGAINST



The appointment of Mr. Sudipta Bhattacharya (DIN: 06817333) as an Whole Time Director of the Company, to alter and vary the terms and conditions of the said appointment and/or remuneration so as the total remuneration payable to him shall not exceed the limits for the time being in force and as agreed by and between the Board and Mr. Sudipta Bhattacharya.

Adani Ports has proposed a remuneration of Rs.35.0 mn including salary, perquisites and other benefits to Sudipta Bhattacharya. The proposed remuneration is in line with peers.



The re-appointment of Dr. Malay Mahadevia (DIN: 00064110) as an Whole Time Director of the Company including terms of remuneration to alter and vary the terms and conditions of the said appointment and/or remuneration so as the total remuneration payable to him shall not exceed the limits.

Adani Ports has proposed a remuneration of Rs.35.0 mn including salary, perquisites and other benefits to Dr. Malay Mahadevia. The proposed remuneration is in line with his peers and commensurate with the Company’s performance.



The consent of the Company be and is hereby accorded to the Board of Directors of the Company to borrow by way of loan/debentures in addition to the temporary loans obtained from the Company's Banker(s) in the ordinary course of business provided that the sum or sums so borrowed under this resolution and remaining outstanding at any time shall not exceed in the aggregate Rs. 25,000 Crores

On 31 March 2014, Adani Ports’ standalone net worth was Rs.93.4 bn and its debt was Rs.95.1 bn. The company proposes for a borrowing limit of upto Rs.250.0 bn.Adani Ports is adequately leveraged. The Company FY14 debt to equity and debt to EBIDTA ratio is 1.0x and 1.5x respectively. The company’s debt to EBIDTA ratio improved from 4.1x in FY13 to 2.8x in FY14 due to decline in debt and increase in profitability.Adani Ports debt programmes are rated CRISIL AA-/Negative/CRISIL A1+, which denotes high degree of safety with regard to timely servicing of financial obligations.



The consent of the Company be and is hereby accorded to the Board of Directors of the Company to create such charges, mortgages and hypothecation in such form and manner and with such ranking and at such time and on such terms as the Board may determine on all or any of the movable and/or immovable properties of the Company, to charge the assets of the Company, for monies availed/to be availed by way of loans, upto value not exceeding limit approved by shareholders under Section 180(1)(c) of the Companies Act, 2013 from time to time, together with interest, at the respective agreed rates and containing such specified terms and conditions and covenants in respect of enforcement of security(ies) as may be stipulated in their behalf and agreed to between the Board of Directors or Committee



The consent of the Company be and is hereby accorded to the Board in its absolute discretion, to create, offer, issue and allot, from time to time in either one or more international offerings, in one or more foreign markets, in one or morebranches and/or in the course of one or more domestic offering and/or partly paid securities/ instruments/ warrants, convertible into or exchangeable for equity shares at the option of the Company and/or holder(s) of the security(ies) and/or securities linked to equity shares as may be deemed appropriate by the Board in its absolute discretion, subject to compliance with all applicable laws, rules, regulations, guidelines and approvals, for an aggregate amount, not exceeding Rs. 5,000 Crores

Adani Ports proposes to raise Rs.50 bn through issuance of securities in the form of equity shares or quasi equity instruments. Assuming current market price of Rs.269 per share as the issuance price of securities, Adani Ports will issue ~185 mn equity shares. The dilution from the issuance of securities will be ~9% on the paid up equity share capital as on 30 June 2014. This is an enabling resolution.



The consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company for making offer(s) or invitation(s) to subscribe to redeemable secured/unsecured Non Convertible Debentures (NCDs) but not limited to subordinated Debentures, bonds, and/or other debt securities, etc., on a private placement basis, in one or more tranches, during the period of one year from the date of passing as may be approved by the Members from time to time.

The issuance of debentures is within the overall borrowing limit of the Company.




With the coming into force of the Companies Act, 2013, several regulations of the existing AoA of the Company require alteration or deletion. Accordingly, the Company has proposed to replace the entire existing AoA by a set of new Articles.The new AoA to be substituted in place of existing AoA are based on Table 'F' of the Companies Act, 2013, which sets out the model Articles of Association for a Company limited by shares.

GMR INFRASTRUCTURE LIMITED

Approval to issue and allot 18,00,00,000 number of Warrants to GMR Infra Ventures LLP, promoter group entity, on a preferential basis

GMR Infra proposes to issue up to 180 mn warrants to one of the members of promoter group, GMR Infra Ventures LLP. The company will raise ~Rs 1.5 bn (25% of total sum) by issuing the warrants at Rs.33 per share (as per SEBI ICDR regulation, 2009). The balance 75% will be paid as and when the warrants are converted. We observe following: The allotment of warrants do not allow minority shareholders to participate in the issuance Promoters will bring only 25% of the sum upfront, they have options to convert the warrants into equity shares in the next 18 months Any default in conversion of warrants will impact the company’s long term finance plan Dilution of ~4.6% occurring to the non-promoter shareholders. We believe that the company should consider a rights issue, underwritten by the promoters. The promoters can then subscribe to the unsubscribed portion. This will allow all shareholders to participate and will also allow the company access to funds earlier than the period of 18 months, which would be so in the case of preferential warrants.

Confidential




July to September' 2014 09-Aug-14 EMAMI MANAGEMENT For Abstain Abstained as per Proxy Voting Policy

July to September' 2014 09-Aug-14 EMAMI MANAGEMENT For Abstain




















Approval to borrow in excess of the paid up share capital and free reserves of the Company under Section 180(1)(c) of the Companies Act, 2013

As on 31 March 2014, GMR’s net worth was Rs.84.0 bn and its total debt was Rs.39.9 bn. As per the cap specified under the section 180(1) of the Companies Act, 2013, the company still has significant headroom for further borrowing. The company proposes to increase the borrowing limit to Rs.200 bn, which is ~5 times higher than the total debt as on 31 March 2014.


Approval to create charge / mortgage over the properties of the Company for the purpose of borrowing in terms of Section 180(1)(a) of the Companies Act, 2013

The Board proposes to increase the limit for creation of charge/ mortgage on the assets of the company from Rs.50 bn to Rs.75 bn. This is with reference to the increase in borrowing limit as discussed in Resolution 2 above.


Approval to make investment in securities under Section 186 of the Companies Act, 2013

GMR proposes inter-corporate transaction amounting to Rs.125.0 bn, which is significantly higher than the existing threshold of Rs.68.7 bn. The company has not provided any details about the inter-corporate transactions. There is no clarity about the form and amount of transactions, nor details about the counter-parties.


To receive, consider and adopt the Audited Balance Sheet as at March 31, 2014, the Audited Statement of Profit & Loss Account of the Company for the financial year ended on that date and the Reports of the Board of Directors and Auditors thereon.


To confirm the Interim Dividend and declare Final Dividend on Equity Shares.



To appoint a Director in place of Shri A. V. Agarwal (holding DIN 00149717), who retires by rotation and being eligible, offers himself for re-appointment.



To appoint a Director in place of Shri R. S. Goenka (holding DIN 00152880), who retires by rotation and being eligible, offers himself for re-appointment.



M/s. S.K.Agrawal & Co. (Firm Registration No. 306033E), Chartered Accountants, be and are herebyre-appointed as the Statutory Auditors of the Company at a remuneration to be decided by the Board of Directors of the company.



Shri Prashant Goenka (holding DIN 00703389) 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.



Shri M.D. Mallya (holding DIN 01804955) who was appointed as an Additional Director of the Company be and is hereby appointed as an Independent Director of the Company not be liable to determination by retirement of Directors by rotation.



Shri K. N. Memani (holding DIN 00020696), whose period of office was liable to determination by retirement of Directors by rotation be and is hereby appointed as an Independent Director of the Company.



Shri Y. P. Trivedi (holding DIN 00001879), be and is hereby appointed as an an Independent Director of the Company.



Shri S. B. Ganguly (holding DIN 01838353), be and is hereby appointed as an Independent Director of the Company.



Shri A. K. Deb (holding DIN 02107792), be and is hereby appointed as an Independent Director of the Company.



Shri Sajjan Bhajanka (holding DIN 00246043), be and is hereby appointed as an Independent Director of the Company.



Vaidya Suresh Chaturvedi (holding DIN 00152712), be and is hereby appointed as an Independent Director of the Company.



Shri P. K. Khaitan (holding DIN 00004821), be and is hereby appointed as an Independent Director of the Company.



The appointment of Shri Prashant Goenka as a Whole-time Director of the Company and remuneration has been submitted to this meeting, which Agreement also be and is hereby specifically approved.



The consent of the Company be and is hereby given for payment of remuneration of Rs. 1,35,000, M/s. V K Jain & Co., Cost Accountants who were appointed as Cost Auditor of the Company by the Board of Directors.



Alteration of the Articles of Association of the Com pany be and is hereby altered.



The Board of Directors of the Company and/or any Committee thereof be and hereby authorized and shall be deemed to have always been so authorized to create such mortgage/charge/hypothecation or proposes to borrow money/ sums of monies by way of term loans in term of agreement(s) entered/to be entered into by the Board of Directors/any Committee thereof of the Company.



The consent of the Company be and is hereby accorded for continuation of the following existing related party transactions between the Company and its wholly owned subsidiaries as per the terms and conditions specified.


ENTERTAINMENT NETWORK INDIA LIMITED


To receive, consider and adopt the Audited Balance Sheet of the Company as at March 31, 2014, the Profit and Loss Account (the Statement of Profit and Loss) and the Cash Flow Statement for the financial year ended on that date and the Reports of the Board of Directors and Auditors thereon

Confidential

July to September' 2014 12-Aug-14 MANAGEMENT To declare dividend on equity shares. For FOR













July to September' 2014 12-Aug-14 MANAGEMENT To declare Dividend on Equity Shares For FOR












The payout ratio is low and has come down from 8.4% in FY13 to 6.7% in FY14. Given the current investments of ~Rs.3.3 bn on its books, the company can consider paying a higher dividend to its shareholders.



To appoint a director in place of Mr. Ravindra Dhariwal (DIN: 00003922) who retires by rotation and who is not disqualified to become a director under the Companies Act, 2013 and being eligible, offers himself for reappointment




To appoint a director in place of Mr. Vineet Jain (DIN: 00003962) who retires by rotation and who is not disqualified to become a director under the Companies Act, 2013 and being eligible, offers himself for reappointment




S. R. Batliboi & Associates LLP be and are hereby appointed as the Auditors of the Company & to fix their remuneration

Till FY14, the company’s auditors were Price Waterhouse & Co. The company is now proposing to replace them and appoint S.R Batliboi & Associates as the statutory auditor. Their appointment is in line with the requirements of Section 139 of the Companies Act 2013.



Cost Auditors M/s. R. Nanabhoy & Co.,to conduct the audit of the cost records of the Company for the financial year ending on March 31, 2015, be paid the remuneration

Their appointment is in line with all the statutory requirements. The proposed remuneration of Rs.375,000 is reasonable compared to the size and scale of operations.



Re-designation of Mr. Prashant Panday as Managing Director & CEO

The company proposes to change Prashant Panday’s designation from “Executive Director & CEO” to “Managing Director & CEO”. There will be no other change in his appointment terms and conditions, including his remuneration.



Appointment of Mr. Richard Saldanha as an Independent Director of the Company




Appointment of Mr. Ravindra Kulkarni as an Independent Director of the Company




Appointment of Mr. A. P. Parigi as an Independent Director of the Company

A. P. Parigi has been associated with the Times Group since 2000 and was the former MD of ENIL till 2009. We believe that former senior executives of a company may not have an independent perspective and hence they are classified as non-independent. However, if the company believes that it will benefit from his serving on the board, it should appoint him on the board as a non-independent director.



Appointment of Mr. N. Kumar as an Independent Director of the Company




Appointment of Mr. B. S. Nagesh as an Independent Director of the Company




Appointment of Ms. Vibha Paul Rishi as an Independent Director of the Company


TD POWER SYSTEMS LIMITED


To receive, consider and adopt the audited Balance Sheet as at March 31, 2014, the Statement of Profit and Loss forthe year on that date and the Report of the Directors’ and Auditors’ thereon



TD Power has proposed a dividend of Rs.2.3 per equity share of face value Rs.10.0 for the year ended 31 March 2014. The dividend payout for FY14 is 26.3%.



To appoint a Director in place of Mr. Hitoshi Matsuo (DIN00062562) who retires by rotation and is eligible for re-appointment




To appoint M/s. B. K. Ramadhyani & Co., Chartered Accountants, Bangalore as Auditors of the Company and fix theirremuneration




To appoint Mr. Mitsuo Sekino, Certified Public Accountant and to authorize the Board of Directors to fix Auditors’ remuneration

As per section 143(8) of the Companies Act 2013, companies with foreign branches may appoint branch auditors to conduct the audit for the respective branches.



Mr. Ravi Kanth Mantha be and is hereby appointed as an Independent Director of the Company




Ms. Nandita Lakshmanan be and is hereby appointed as an Independent Director of the Company




Mr. Nitin Bagamane be and is hereby appointed as an Independent Director of the Company




Dr. Arjun Kalyanpur be and is hereby appointed as an Independent Director of the Company




Consent of the Company be and is hereby accorded to the Board of Directors of the Company to permit Foreign Institutional Investors (the “FII”) registered with the SEBI to acquire and hold on their own account and on behalf of each of their SEBI approved sub-accounts, Shares of the Company up to an aggregate limit of 100% (One Hundred percent) of the Paid-up Equity Share Capital for the time being, provided, however, that the Equity Shareholding of each FII on own account and on behalf of each of the SEBI approved sub-account in the Company shall not exceed 10% (Ten percent) of the total paid-up Equity Share Capital of the Company

As on 30 June 2014, FII’s investment in the Company is 20.65% of its Paid up share capital. The company seeks to increase the limit from the current 49% to 100% of its paid-up equity share capital. The increased shareholding limit for FIIs in a company normally results in enhanced shareholder value.



To borrow from time to time such sum(s) of money(ies), secured or unsecured, as it may deem requisite for the purpose of the business of the Company, would exceed the aggregate of the paidup share capital of the Company and its free reserves, provided that the total amount up to which money(ies) may be borrowed shall not exceed the sum of Rs. 300 crore

On 31 March 2014, TD Power’s standalone net worth was Rs.5.1 bn and its debt was Rs.0.6 bn. The company proposes for a borrowing limit of upto Rs.8.1 bn.TD Power’s debt programmes are rated CRISIL A+/Stable/CRISIL A1+, which denotes adequate degree of safety with regard to timely servicing of financial obligations.Given that the company has been judicious about raising debt in the past, we expect the company to gradually raise debt and maintain its credit protection measures at moderate levels.

Confidential


July to September' 2014 12-Aug-14 MANAGEMENT To declare a dividend For FOR










July to September' 2014 12-Aug-14 VST INDUSTRIES LIMITED MANAGEMENT For ABSTAIN Abstained as per Proxy Voting Policy

July to September' 2014 12-Aug-14 VST INDUSTRIES LIMITED MANAGEMENT For FOR


July to September' 2014 12-Aug-14 VST INDUSTRIES LIMITED MANAGEMENT For AGAINST

SUVEN LIFE SCIENCES LIMITED


To receive, consider and adopt the Audited Balance Sheet as at 31st March 2014, the Statement of Profit & Loss for the year ended on that date and together with the Report of the Directors and the Auditor’s Report thereon



Suven Life Sciences Limited (‘Suven’) proposes a final dividend of Rs.2.50 per equity share for FY14. The dividend payout ratio for FY14 is 23.7%.



To appoint a director in place of Prof Syed E Hasnain, who retires by rotation, and being eligible, offers himself for re-appointment

Syed E Hasnain attended only 25% of the board meetings held in FY14, and 33% of the board meetings held over the past three years. This is well below our minimum expected attendance.



To appoint Auditors Karvy & Co and to fix their remuneration

Suven proposes to reappoint Karvy & Co as statutory auditors: Karvy & Co have been Suven’s statutory auditors since 1996.The reappointment is not in line with with the spirit of Section 139 of the Companies Act 2013. Under section 139 of the Companies Act 2013, an audit firm’s tenure (including network firms) may extend to a maximum of two consecutive terms of five years each (maximum 10 years). Although the Act has given companies a three-year window to comply, we expect companies to be proactive and start abiding by the spirit of the regulations at the earliest.



Dr M.R. Naidu be and is hereby appointed as Independent Director of the Company

MR Naidu has been on the board of the company for the past 15 years. We believe that the length of tenure is inversely proportionate to the independence of a director. Due to the long association (>10 years) of MR Naidu with the company, he is considered non-independent.If the company believes that it will benefit from MR Naidu serving on the board, it should appoint him as a non-independent director and induct additional independent directors to ensure that the board composition is in line with the requirements of Clause 49 of the Listing Agreement.



Dr. K. V. Raghavan be and is hereby appointed as Independent Director of the Company

KV Raghavan has been on the board of the company for the past 10 years. We believe that the length of tenure is inversely proportionate to the independence of a director. Due to the long association (>10 years) of KV Raghavan with the company, he is considered non-independent.If the company believes that it will benefit from KV Raghavan serving on the board, it should appoint him as a non-independent director and induct additional independent directors to ensure that the board composition is in line with the requirements of Clause 49 of the Listing Agreement.



Shri D G Prasad be and is hereby appointed as Independent Director of the Company

Appointment of DG Prasad is in line with all the statutory requirements.



Shri M Gopala Krishna be and is hereby appointed as Independent Director of the Company

Appointment of M Gopala Krishna is in line with all the statutory requirements.



M/s. DZR & Co., Cost Accountants (Firm Regn No 00173) appointed as Cost Auditors of the Company for audit of the Cost Accounting Records of the Company for the financial year ending 31st March 2015, be paid remuneration of Rs. 85,000/-

The appointment of DZR & Co as cost auditors is in line with all the statutory requirements. The proposed remuneration of Rs.85,000 (plus out of pocket expenses) is reasonable compared to the size and scale of operations.



To borrow at its discretion, either from the Company’s Bank or any other Indian or Foreign Bank(s), Financial Institution(s) and / or any other Lending Institutions or persons from time to time such sum(s) of money(s) and the sum(s) to be borrowed together with the money(s) already borrowed by the Company (apart from temporary loans obtained from the Company’s bankers shall not exceed the sum of Rupees 600 Crores

The current debt of the company is Rs.0.9 bn, as against a networth of Rs.2.6 bn. The company has adequate headroom to raise further capital. Raising additional debt, beyond the current limits, will negatively impact the credit protection measures. The company’s credit facilities have been rated CARE BBB+/CARE A3, which reflects moderate degree of safety regarding timely servicing of financial obligations.



To create such charges, mortgages and hypothecations in addition to the existing charges, mortgages and hypothecations, if any, created by the Company, on such movable and immovable properties, both present and future, and in such manner as the Board may deem fit, in favour of Banks, Financial Institutions, Insurance Companies, other lending/ investing agencies or bodies/ trustees shall not, at any time exceed the limit of Rs. 600 Crores

The Board proposes to create charge/ mortgage on the assets of the company. This is with reference to the increase in borrowing limit as discussed in Resolution 10 above.


To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2014, the Statement of Profit and Loss of the Company for the year ended on that date and the Reports of the Directors and Auditors thereon


To declare a Dividend on the Equity Shares for the year ended 31st March, 2014

VST Industries Ltd (VST) proposes to pay dividend of Rs. 70.0 per equity share. Dividend pay-out ratio is at 84.2% in FY14 (89.4% in FY13).


To appoint Director in place of Mr. Raymond S. Noronha, who retires by rotation and being eligible, offers himself for re-appointment

Raymond Noronha’s reappointment is in line with all statutory requirements.


To appoint Auditors M/s. Lovelock & Lewes and to fix their remuneration

VST proposes to reappoint Lovelock & Lewes as statutory auditors: Lovelock & Lewes have been VST’s statutory auditors for the past 25 years. The reappointment does not follow the spirit of Section 139 of the Companies Act 2013. Under section 139 of the Companies Act 2013, an audit firm’s tenure may extend to a maximum of two consecutive terms of five years each (maximum 10 years). Although the Act has given companies a three-year window to comply, we expect companies to be proactive and start abiding by the spirit of the regulations at the earliest.

Confidential





July to September' 2014 13-Aug-14 MANAGEMENT To declare a dividend on Equity Shares. For FOR















Mr. Peter G. Henriques be and is hereby appointed a Director of the Company whose period of office shall be liable to determination by retirement of Directors by rotation.

James Yamanaka’s appointment is in line with all statutory requirements.


Prof. Mubeen Rafat be and is hereby appointed as an Independent Director of the Company

Mubeen Rafat’s appointment is in line with all statutory requirements.


Mr. S. Thirumalai be and is hereby appointed as an Independent Director of the Company

S Thirumalai’s appointment is in line with all statutory requirements.

TATA POWER COMPANY LIMITED


To receive, consider and adopt the Audited Statement of Pro!t and Loss for the year ended 31st March 2014 and the Balance Sheet as at that date together with the Reports of the Directors and the Auditors thereon.



Despite the secular decline in profits over the past three years TPCL has marginally increased its dividend payout to Rs. 1.25 per share from Rs. 1.15 per share in FY13. The dividend payout ratio is at acceptable levels ranging from 29% to 38% in the last three years.



To appoint a Director in place of Mr. Cyrus P. Mistry (DIN: 00010178), who retires by rotation and is eligible for re-appointment.




Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI Firm Registration No. 117366W/W-100018), the retiring Auditors of the Company, be and is hereby re-appointed as Auditors of the Company on such remuneration as may be mutually agreed upon between the Board of Directors of the Company.

Deloitte Haskins & Sells were appointed as the statutory auditors for TPCL in 2007. Prior to appointing Deloitte Haskins & Sells, the company’s joint auditors were S B Billmoria & Co. and A. F. Ferguson & Co., since atleast 1997: they are also part of the Deloitte audit network. Therefore, audit firms belonging to the Deloitte Group have been TPCL’s statutory auditors for atleast 17 years. The reappointment does not follow the spirit of section 139 of the Companies Act 2013.Under section 139 of the Companies Act 2013, an audit firm’s (which includes firms within the same audit network) tenure may extend to a maximum of two consecutive terms of five years each (maximum 10 years). Although the Act has given companies a three-year window to comply, we expect companies to be proactive and start abiding by the spirit of the regulations at the earliest.



Mr. Ashok S. Sethi (DIN: 01741911), who was appointed an Additional Director of the Company be and is hereby appointed a Director of the Company.




Appointment of Mr. Ashok S. Sethi as Executive Director

The disclosures on Ashok Sethi’s remuneration are open-ended. Although a range for his basic salary has been disclosed, details of perquisites and retirals are not available. Additionally, Ashok Sethi is eligible to be paid incentive remuneration of upto 200% of basic pay, which is very large: given the losses being incurred by TPCL (as a whole) in the last three years. We recommend that companies disclose an absolute cap on the amount of remuneration (including commission) that is proposed to be paid to directors.Based on compensation levels paid by the Tata Group,we believe Ashok Sethi’s proposed remuneration will be commensurate with the size and complexity of the business, and comparable to industry peers.



Appointment of Dr. Homiar S. Vachha as an Independent Director

Homiar S. Vachha has been on TPCL’s board for 13 years. We believe that the length of tenure is inversely proportionate to the independence of a director. Due to Homiar Vachha’s long association (>10 years) with the company, he is considered non-independent. If the company believes that it will benefit from Homiar Vachha serving on its board, it should appoint him as a non-independent director.



Appointment of Mr. Nawshir H. Mirza as an Independent Director




Appointment of Mr. Deepak M. Satwalekar as an Independent Director




Appointment of Mr. Piyush G. Mankad as an Independent Director




Appointment of Mr. Ashok Kumar Basu as an Independent Director




Appointment of Ms. Vishakha V. Mulye as an Independent Director




The appointment and terms of remuneration of Mr. Anil Sardana, CEO & Managing Director of the Company consent of the Company be and is hereby accorded to the revision in the terms of remuneration of Mr. Anil Sardana as the CEO & Managing Director of the Company

Anil Sardana’s remuneration in FY14 was Rs. 44.0 million, a growth of 5% over that of FY13. Based on the current pay-outs, we believe Anil Sardana’s proposed remuneration will be commensurate with the size and complexity of the business, and comparable to his industry peers.



The consent of the Company be and is hereby accorded to the Board of Directors for making o"er(s) or invitation(s) to subscribe to Non-Convertible Debentures on private placement basis, in one or more tranches, such that the total amount does not exceed Rs. 7,000 crore during a period of one year from the date of passing of this Resolution and that the said borrowing is within the overall borrowing limits of the Company.

The NCDs CPs will be carved out of the company’s overall borrowing limits.



The consent of the Company be and is hereby accorded to the Board of Directors of the Company for borrowing from time to time any sum or sums of money, together with the money already borrowed by the Company (apart from temporary Loans obtained or to be obtained from the Company’s Bankers in the ordinary course of business) upto Rs. 27,000 crore if the aggregate for the time being of the paid-up capital of the Company and its free reserves is less than Rs. 27,000 crore.

In May 2014, Tata Power raised Rs 19.9 bn through a rights issue and infused additional equity. However over the last few years the entities in the Tata Power fold have funded a large portion of their expansions by raising debt. On a standalone basis the credit protection measures are comfortable at 0.9x and interest coverage of 1.7x at a debt of Rs 110 bn.

Confidential





July to September' 2014 13-Aug-14 TIMKEN INDIA LIMITED MANAGEMENT For ABSTAIN Abstained as per Proxy Voting Policy

July to September' 2014 13-Aug-14 TIMKEN INDIA LIMITED MANAGEMENT For FOR


July to September' 2014 13-Aug-14 TIMKEN INDIA LIMITED MANAGEMENT For AGAINST


July to September' 2014 13-Aug-14 TIMKEN INDIA LIMITED MANAGEMENT For AGAINST








The consent of the Company be and is hereby accorded to the Board of Directors of the Company to create such charges, mortgages and hypothecations in addition to the existing charges, mortgages and hypothecations created by the Company on such movable and immovable properties, provided that the total amount of Loans together with interest thereon at the respective agreed rates, additional interest, compound interest, liquidated damages, commitment charges, premia on pre-payment or on redemption, costs, charges, expenses and all other moneys payable by the Company to the aforesaid parties or any of them under the Agreements/Arrangements entered into/ to be entered into by the Company in respect of the said Loans, shall not at any time exceed the limit of ` 33,750 crore

The terms of borrowing, interest rates etc. for secured loans tend to be better than those for unsecured loans. TPCL seeks shareholder approval to create charge on its assets upto Rs 337.5 bn, since security to be provided is usually 1.25 times the amount borrowed.



The Board of Directors be and is hereby authorised to appoint as Branch Auditor(s) of any branch o#ce of the Company, whether existing or which may be opened/acquired hereafter, outside India, in consultation with the Company’s Auditors, any person(s) quali!ed to act as Branch Auditor(s) within the provisions of Section 143(8) of the Act and to !x their remuneration.




The Company hereby rati!es the remuneration of Rs. 5,75,000 plus service tax and actual out-of-pocket expenses payable to Sanjay Gupta and Associates, who are appointed as Cost Auditors to conduct the audit of cost records maintained by the Company for the Financial Year 2014-15.




The consent of the Company be and is hereby accorded to the Board of Directors of the Company to invest/acquire the securities of any body corporate by way of subscription/purchase or otherwise, upto a sum of ` 2,000 crore, notwithstanding that the aggregate of the investments so far made or to be made exceeds the limits/will exceed the limits laid down by the Act.

Based on its financials as on 31 March 2014, any investments in securities in excess of Rs 110 bn would require approval by way of a Special Resolution. As on 31st March 2014, the Company had investment in securities of other companies amounting to Rs 121.1 bn. TPCL has plans to grow its business multifold in the next few years through greenfield, brownfield and operating assets. The Company, therefore, proposes limit for additional equity and equivalent investment in instruments of upto Rs 20 bn for new projects/assets. This would take the total limit to Rs 141.1 bn.


To receive, consider and adopt the Statement of Profit and Loss for the year ended 31 March 2014 and the Balance Sheet as on that date and the reports of the Directors and the Auditors.


To declare and confirm the interim dividend of Rs.6.50 per equity share of Rs.10/- each fully paid, as final dividend for the year ended 31 March 2014 on Equity Share Capital of the Company.

The total dividend paid including the dividend tax is Rs.517.0 mn.


To appoint a Director in place of Mr. James R Menning, who retires by rotation and, being eligible, offers himself for reappointment.

James Menning is the chairman of the board. The reappointment of James Menning is in line with all the statutory requirements.


The recommendation of the Audit Committee of the Board of Directors Messrs. S. R. Batliboi & Co. LLP , CharteredAccountants (Registration no. 301003E), be and they are hereby appointed as the Auditors of the Company atsuch remuneration as may be mutually agreed between the Board of Directors of the Company and the Auditors.

Timken proposes to appoint SR Batliboi & Co LLP as statutory auditors: SR Batliboi & Co LLP is part of the E&Y audit network. Prior to this appointment, the company’s auditors for the past 3 years were SRBC & Co; prior to them SR Batliboi & Co LLP were the company’s auditors since 2000: Both SR Batliboi & Co LLP and SRBC & Co are part of the same E&Y audit network. The appointment of SR Batliboi & Co LLP does not abide by the spirit of section 139 of the Companies Act 2013.


Appointment of Mr. Jai S Pathak as an Independent Director of the Company

The reappointment of JS Pathak is in line with all the statutory requirements.


Appointment of Mr. Niroop Mahanty as an Independent Director of the Company

Niroop Mahanty is on the board of the company for the past 11 years. The length of tenure tends to be inversely proportionate to the independence of a director. Due to Niroop Mahanty’s long association (>10 years) with the company, he is considered non-independent.However, if the company believes that it will benefit from Niroop Mahanty serving on the board, it should appoint him as a non-independent director and induct additional independent directors to ensure that the board composition is in line with the requirements of Clause 49 of the Listing Agreement.


Appointment of Mr. P. S. Dasgupta as an Independent Director of the Company

The reappointment of PS Dasgupta is in line with all the statutory requirements.


Appointment of Mr. R. Ramesh as a Director of the Company

The appointment of R Ramesh is in line with all the statutory requirements.


Appointment of Mr. R. Ramesh as a Whole-time Director of the Company

R Ramesh’s appointment is in line with all statutory requirements. The proposed remuneration for FY15 is Rs.6.3 mn; this is in line with the salaries of other industry peers


The remuneration of Rs.230,000 (Rupees Two Lakhs and Thirty Thousand Only) plus service tax and reimbursement of travel and other out-of-pocket expenses as determined by the Board of Directors and payable to M/s. Shome and Banerjee, Cost Auditors for the Cost Audit / certification engagements for the year 2014-15 be and is hereby ratified and approved.

The board has approved the appointment and remuneration to Shome & Banerjee as cost auditor to conduct the audit of cost records of the company for FY15. As per Section 148 of Companies Act 2014, the remuneration of Rs.230,000 payable to cost auditors has to be ratified by shareholders of the company. Accordingly, consent of shareholders is sought through the ordinary resolution in order to ensure compliance with the said Section.

JYOTHY LABORATORIES LIMITED


To receive, consider and adopt the Audited Balance Sheet as at March 31, 2014 and Statement of Profit & Loss for the financial year April 1, 2013 to March 31, 2014 together with the reports of the Board of Directors and the Auditors thereon

Confidential

July to September' 2014 13-Aug-14 MANAGEMENT For ABSTAIN

July to September' 2014 13-Aug-14 MANAGEMENT For ABSTAIN















To declare final dividend and confirm interim dividend already paid for the year ended March 31, 2014

Total dividend of Rs 3 per share (Rs 2.5 per share for FY13). The pay-out ratio is 59.9%.



To appoint a Director in place of Mr. K. Ullas Kamath (DIN: 00506681), who retires by rotation and being eligible offers himself for re-appointment

His reappointment is in line with the statutory requirements.



M/s S R B C & Co., LLP be and are hereby appointed as Auditors of the Company & to fix their remuneration

SRBC & Co. LLP is part of the E&Y audit network. Prior to this appointment, the company’s auditors for the past one year were SR Batliboi & Associates. LLP and for 11 years prior to that were SR Batliboi & Associates: they are also part of the E&Y audit network. The appointment of SRBC & Co. LLP does not abide by the spirit of Section 139 of the Companies Act 2013. Under Section 139 of the Companies Act 2013, an audit firm/network’s tenure may extend to a maximum of two consecutive terms of five years each (maximum 10 years). Although the Act has given companies a three-year window to comply, we expect companies to be proactive and start abiding by the spirit of the regulations at the earliest.



Re-appointment of Mr. Ramachandran Panjan Moothedath (DIN: 00553406) as Chairman and Managing Director of the Company

The proposed remuneration includes salary of Re 1 per annum in addition to commission @ 2% of PAT. He was paid remuneration of Rs 64.5 mn for FY13. His remuneration has moved in line with the company’s profits over the last five years. As compared to his peers, his remuneration for FY14 is higher than his peers’ pay. Based on FY14 reported PAT, remuneration @2% is ~21.1 mn, which is comparable to remuneration paid to peer set. His proposed remuneration is completely variable and is not subject to an upper cap in absolute terms.



Re-appointment of Mr. Raghunandan Sathyanarayan Rao (DIN: 02263845) as Whole Time Director and Chief Executive Officer of the Company

The proposed terms of remuneration is subject to a cap of Rs 50.0 mn (all fixed) per annum. The proposed terms are similar to existing terms. For FY14, his total remuneration is Rs 48.7 mn. This is comparable to remuneration paid to his peers and has moved in line with the company’s PAT over the last two years, since his appointment.Also refer to Resolutions # 14 and #15



Re-appointment of Ms. Jyothy Ramchandran (DIN: 00571828) as Whole Time Director of the Company

Jyothy Ramchandran’s pay has increased at a higher rate than the company’s financial performance over the last five years. For FY14, her remuneration of Rs 5.9 mn is comparable to remuneration paid to her peer set. The proposed remuneration of Rs 10.6 mn per annum (all fixed) is reasonable in absolute terms.



Mr. Nilesh Bansilal Mehta be and is hereby appointed as Independent Director of the Company

Nilesh Mehta has been on the board of the company for the last 11 years. The length of tenure is inversely proportionate to the independence of a director. Due to the long association (>10 years) of Nilesh Mehta in the board of the company, he is considered non-independent.If the company believes that they benefit from Nilesh Mehta serving on the board, it must appoint him on the board as a non-independent director and induct additional independent directors to ensure that the board composition is in line with the requirements of Clause 49 of the Listing Agreement.



Mr. Kiliyanat Puliasseri Padmakumar be and is hereby appointed as Independent Director of the Company




Mr. Bipin Ratilal Shah be and is hereby appointed as Independent Director of the Company




Mr. Ramakrishnan Lakshminarayanan be and is hereby appointed as Independent Director of the Company




Company to borrow, from time to time, such sum or sums of money as they may deem necessary for the purpose of the business of the Company, at any given point of time shall not exceed Rs. 1,000 Crore

Jyothy Lab’s credit protection measures are healthy with debt-equity in the range of 0.6x and debt/EBITDA at around 2.3x. we expect that given the history of the group, going forward, the company will maintain its debt at manageable levels.



To mortgage/ charge and/ or also to create liens and all other encumbrances of whatsoever nature on all or any of the Company’s immovable and movable properties, tangible and intangible, and the whole or substantially the whole of all or any of the undertakings of the Company, where-so-ever situate, present and future




Approval and consent of the members be and are hereby accorded to the Jyothy Laboratories Employee Stock Option Scheme 2014-A (ESOS 2014-A) and to the Board of Directors of the Company

Jyothy Lab proposes to grant up to 2.7 mn stock options, exercisable at face value (Re 1). This is 1.5% of the company’s equity and the total cost calculated as per Black Scholes option pricing formula is Rs 488.8 mn. Based on a four year vesting period, this is equivalent to Rs 122.2 mn on an annual basis.Clubbing with his proposed remuneration of Rs 50 mn per annum, the total compensation, of Rs 172.2 mn per annum, is equivalent to 16.3% of the standalone PAT for the year. This is high, given the size of the company’s business.Also refer to Resolutions #5 and #15.



Consent of the members be and is hereby accorded to the Board of Directors to issue such shares to Mr. S. Raghunandan, Whole Time Director and Chief Executive Officer (as specified in Clause 8 of the Explanatory Statement hereto) during any one year, exceeding 1% of the issued capital

Jyothy Lab proposes to grant 2.7 mn stock options in one year, equivalent to 1.5% of the company’s equity capital. The cost on annual basis is ~Rs 122.2 mn, and this clubbed with his proposed remuneration of Rs 50 mn is the highest among his peer set. Total remuneration of Rs 172.2 mn is equivalent to 16.3% of the standalone PAT for the year. This is high, given the size of the company’s business.Also refer to Resolution #5 and #14.

Confidential








July to September' 2014 14-Aug-14 TATA STEEL LIMITED MANAGEMENT For ABSTAIN Abstained as per Proxy Voting Policy

July to September' 2014 14-Aug-14 TATA STEEL LIMITED MANAGEMENT For FOR


July to September' 2014 14-Aug-14 TATA STEEL LIMITED MANAGEMENT For AGAINST





Approval and consent of the members be and are hereby accorded to the Jyothy Laboratories Employee Stock Option Scheme 2014 (“ESOS 2014”) and to the Board of Directors of the Company

Jyothy Lab proposes to issue 2.7 mn equity shares of Re 1 each at face value (exercise price of Re.1) to employees and directors of the company, excluding independent directors and promoter directors. The potential equity dilution is ~1.5% and the total cost calculated as per Black Scholes option pricing formula is Rs 488.8 mn. This scheme is applicable to all employees, therefore the cost per employee will be minimal.



Approval of the members of the Company be and is hereby accorded for entering into transaction with the Company’s Wholly Owned subsidiary namely Associated Industries Consumer Products Private Limited for sale of 8,25,540 Equity Shares of RS 10/- each fully paid-up of Jyothy Consumer Products Marketing Limited which are currently held by the Company

Jyothy labs proposes to sells 0.8 mn equity shares of Rs 10 each of its subsidiary, Jyothy Consumer Products Marketing Ltd. to its wholly owned subsidiary, Associated Industries Consumer Products Private Limited. The total consideration will be based on valuation report of independent valuers however it will not be less than the face value of equity shares.



M/s. R. Nanabhoy & Co., appointed as the Cost Auditors of the Company for audit of the cost accounting records of the Company for the financial year ending March 31, 2015, be paid remuneration amounting to Rs. 2,40,000/-

The appointment of R Nanabhoy & Co. is as cost auditor, for a remuneration of Rs 0.24 mn, is in-line with the statutory requirements.

HINDALCO INDUSTRIES LIMITED


the Authorized Share Capital of the Company be and is hereby increased from Rs. 2,15,00,00,000/- equity shares of Re. 1/- each and 2,50,00,000 Redeemable Cumulative Preference Shares of Rs. 2/- each to Rs. 2,55,00,00,000/- divided into 2,50,00,00,000 equity shares of Re. 1/- and 2,50,00,000 Redeemable Cumulative Preference Shares of Rs. 2/- each by creation an issue of 40,00,00,000 shares of Re.1/- each and consequently the respective Capital Clauses in the Memorandum and Article of Association of the Company.

The increase in authorized share capital is to enable the company to issue securities up to Rs 50 bn.



The Memorandum of Association of the Company be and is hereby altered by substituting the figure and the words “Rs. 2,15,00,00,000/- divided into 2,10,00,00,000 Equity Shares of Re.1/- each” appearing therein by the figure and the words “Rs. 2,55,00,00,000/- divided into 2,50,00,00,000 Equity Shares of Re. 1/- (Rupee One) each”.

The capital clause in the Memorandum of Association of the Company is to be amended to incorporate the increase in authorized share capital



The Articles of Association of the Company be and is hereby altered by substituting the figure and the words “Rs. 2,15,00,00,000/- Equity Shares of Re.1/- appearing therein by the figure and the words “Rs. 2,55,00,00,000/- divided into 2,50,00,00,000 Equity Shares of Re. 1/-.

The Articles of Association is to be amended to incorporate the increase in authorized share capital.



The consent of the members be and is hereby accorded to the Board to create, offer, issue and allot with or without green shoe option, such number of equity shares of the Company of face value Re.1 each convertible debentures, preference shares convertible into Equity Shares, and/or any other financial instruments convertible into Equity Shares with or without detachable warrants with right exercisable by the warrant holders to convert or subscribe to Equity Shares and any other categories of investors, whether they be holders of Equity Shares of the Company or not as may be decided by the Board in its discretion and permitted under applicable laws and regulations, for an aggregate amount not exceeding Rs. 5,000 Crore.

The maximum dilution assuming the issuance is at current market price (Rs 190 as on 31 July 2014) is 11.3%. The objects of the issuance include meeting capital expenditure and working capital requirements, repayment of debt, for potential acquisitions and general corporate purposes.


To receive, consider and adopt the Audited Statement of Profit and Loss for the year ended 31st March, 2014 and the Balance Sheet as at that date together with the Reports of the Board of Directors and the Auditors thereon.


To declare dividend on the Ordinary Shares of the Company.

Declare dividend of Rs.10 per equity share (FV Rs.10)


To appoint a director in the place of Mr. Cyrus P. Mistry (DIN: 00010178), who retires by rotation and is eligible for re-appointment.



To appoint a director in the place of Mr. Ishaat Hussain (DIN: 00027891), who retires by rotation and is eligible for re-appointment.

Ishaat Hussain is on the board of 13 other public companies (five of which are listed), taking his aggregate number of directorships to 14. This is not in line with the Companies Act 2013, which restricts the number of public directorships to 10. Although there is a window period of one year to comply, we believe companies and directors must be proactive and start abiding by the spirit of the regulations at the earliest.


Deloitte Haskins & Sells LLP, Chartered Accountants (Firm's Registration No. 117366W/W -100018), be and is hereby re-appointed as Auditors of the Company at such remuneration as may be mutually agreed between the Board of Directors of the Company and the Auditors.

Deloitte Haskins & Sells was appointed as the statutory auditor in FY07. Prior to them, AF Ferguson & Co. and S.B Billimoria & Co, who are part of the same audit network, were the company’s joint statutory auditors for eight years (FY1999 – FY06). The Deloitte group, therefore, has been auditing the company’s accounts for 15 years – which is not in line with the spirit of Section 139 of the Companies Act 2013. Under section 139 of the Companies Act 2013, an audit firm/network’s tenure may extend to a maximum of two consecutive terms of five years each (maximum 10 years). Although the Act has given companies a three-year window to comply, we expect companies to be proactive and start abiding by the spirit of the regulations at the earliest.


To appoint a director in the place of Mr. T. V. Narendran (DIN: 03083605), who was appointed as an additional director of the Company by the Board of Directors


Confidential

















July to September' 2014 14-Aug-14 PAGE INDUSTRIES LIMITED MANAGEMENT For ABSTAIN Abstained as per Proxy Voting Policy


The appointment and terms of remuneration of Mr. T. V. Narendran (DIN: 03083605), Managing Director of the Company including the remuneration the terms and conditions of the said appointment in such manner so as to not exceed the limits specified in Schedule V to the Act, as may be agreed to between the Directors and Mr. T. V. Narendran.

The proposed remuneration of ~Rs.113 mn is commensurate with the size of the company and comparable to industry peers.


Mr. Nusli N. Wadia (DIN: 00015731), a non-executive director of the Company be and is hereby appointed as an Independent Director of the Company.

Nusli N. Wadia has been on the board of the company for the past 35 years. The length of tenure is inversely proportionate to the independence of a director. Due to his long association (>10 years) with the company, he is considered non-independent. However, if the company believes that it will benefit from his serving on the board, it should appoint him on the board as a non-independent director and induct additional independent directors to ensure that the board composition is in line with the requirements of Clause 49 of the Listing Agreement.


Mr. Subodh Bhargava (DIN: 00035672), a non-executive director of the Company be and is hereby appointed as an Independent Director of the Company.



Mr. Jacobus Schraven (DIN: 01462126), a non-executive director of the Company, be and is hereby appointed as an Independent Director of the Company.



Mrs. Mallika Srinivasan (DIN: 00037022), a non-executive director of the Company, be and is hereby appointed as an Independent Director of the Company.



Mr. O. P. Bhatt (DIN: 00548091), a non-executive director of the Company, be and is hereby appointed as an Independent Director of the Company.



The Company hereby ratifies the remuneration of `12 lakhs plus out-of-pocket expenses payable to M/s. Shome & Banerjee, who are appointed as Cost Auditors of the Company to conduct Cost Audits relating to such businesses of the Company as may be ordered by the Central Government under the Act and the Rules thereunder, for the year ending 31st March, 2015.

Their appointment is in line with all the statutory requirements. The proposed remuneration of Rs.1.2 mn is reasonable compared to the size and scale of operations.

WHIRLPOOL OF INDIA LIMITED


To receive, consider and adopt the Financial Statements of the Company for the year ended 31st March, 2014 including audited Balance Sheet as at 31st March, 2014 and the Statement of Profit and Loss for the year ended on that date and the Reports of the Board of Directors and Auditors thereon



To appoint a Director in place of Mr. Anil Berera (DIN 00306485), who retires by rotation and being eligible, offers himself for reappointment

Anil Berera’s reappointment is in line with all statutory requirements.



To appoint M/s S. R. Batliboi & Co. LLP as statutory Auditors of the Company and fix their remuneration

SR Batliboi & Co. LLP has been Whirlpool India’s statutory auditors for the past 20 years. The reappointment does not follow the spirit of Section 139 of the Companies Act 2013. Under section 139 of the Companies Act 2013, an audit firm’s tenure may extend to a maximum of two consecutive terms of five years each (maximum 10 years). Although the Act has given companies a three-year window to comply, we expect companies to be proactive and start abiding by the spirit of the regulations at the earliest.



Mr. Anand Narain Bhatia be and is hereby appointed as an Independent Director of the Company

Anand Bhatia has been on the board of the company for the past 13 years. The length of tenure is inversely proportionate to the independence of a director. Due to Anand Bhatia’s long association (>10 years) with the company, he is considered non-independent. If the company believes that it will benefit from Anand Bhatia serving on the board, it must appoint him as a non-independent director.



Mr. Simon J Scarff be and is hereby appointed as an Independent Director of the Company

Simon Scarff has been on the board of the company for the past 13 years. The length of tenure is inversely proportionate to the independence of a director. Due to Simon Scarff’s long association (>10 years) with the company, he is considered non-independent. If the company believes that it will benefit from Simon Scarff serving on the board, it must appoint him as a non-independent director.



Mr. Sanjiv Verma be and is hereby appointed as an Independent Director of the Company

Sanjiv Verma’s reappointment is in line with all statutory requirements.



Ms. Sonu Bhasin be and is hereby, appointed as an Independent Director of the Company

Sonu Bhasin’s reappointment is in line with all statutory requirements.



Variation in terms of remuneration of Mr. Arvind Uppal (holding DIN 104992) effective from 1st April,2014

The proposed revised remuneration sums up to Rs. 59 mn, it does not include performance bonus. The company has not specified details about performance bonus. The proposed remuneration is higher compared to its peers. However, it is commensurate with the performance of the company and he is a professional executive with requisite experience for the role.



Re-appointment of M/s R. J. Goel & Co., Cost accountants as Cost auditor to audit the cost records maintained bythe Company for its manufacturing units located at Faridabad, Ranjangaon and Puducherry, for the financial year 2014 -15 on a remuneration of Rs. 2.50 Lacs plus service tax as applicable, be and is hereby ratified

The reappointment of RJ Goel & Co. as Cost Auditors is in line with the statutory requirements. Remuneration to the cost auditors is set at Rs. 250,000.


To consider the Profit and Loss Account for the financial year ended 31st March, 2014, the Balance Sheet as at that date, the Reports of the Board of Directors and the Auditors thereon

Confidential

July to September' 2014 14-Aug-14 PAGE INDUSTRIES LIMITED MANAGEMENT For FOR













July to September' 2014 21-Aug-14 TATA CHEMICALS LIMITED MANAGEMENT For ABSTAIN Abstained as per Proxy Voting Policy

July to September' 2014 21-Aug-14 TATA CHEMICALS LIMITED MANAGEMENT To declare dividend on Ordinary Shares. For FOR

July to September' 2014 21-Aug-14 TATA CHEMICALS LIMITED MANAGEMENT For FOR

July to September' 2014 21-Aug-14 TATA CHEMICALS LIMITED MANAGEMENT For AGAINST



To declare a final dividend of Rs 16 per share and to confirm interim dividend of Rs 44 per share, already paid for the year ended 31st March 2014.



To appoint a Director in the place of Mr. Ramesh Genomal, who retires by rotation and being eligible, offers himself for reappointment

The reappointment of Ramesh Genomal is in line with all the statutory requirements.


To appoint a Director in the place of Mr. Nari Genomal, who retires by rotation and being eligible, offers himself for reappointment

The reappointment of Nari Genomal is in line with all the statutory requirements.


M/s Haribhakti & Co.,be and are hereby re-appointed as the auditors of the Company & to fix such remuneration as may be recommended by the Audit Committee in consultation with the Auditors

Page Industries proposes to re-appoint Haribhakti & Co as the statutory auditor. The reappointment is in line with the provisions of section 139 of the Companies Act 2013.


Appointment of Mr. G P Albal as an Independent Director

The reappointment of GP Albal is in line with all the statutory requirements.


Appointment of Mr. Pradeep Jaipuria as an Independent Director

Pradeep Jaipuria is the chairman of the board. The reappointment of Pradeep Jaipuria is in line with all the statutory requirements.


Appointment of Mr. B C Prabhakar as an Independent Director

The reappointment of BC Prabhakar is in line with all the statutory requirements.


Appointment of Mr. Shamir Genomal as a Director, liable to retire by rotation

The appointment of Shamir Genomal is in line with all the statutory requirements.


Appointment of Mr. Shamir Genomal as Executive Director- Chief Strategy Officer

Shamir Genomal’s appointment is in line with all statutory requirements. The proposed remuneration of Rs.5.0 mn is in line when compared with the salaries of other industry peers.


To approve the remuneration of the Cost Auditor

The board has approved the appointment and remuneration to Venkanna & Co as cost auditor to conduct the audit of cost records of the company for FY15. As per Section 148 of Companies Act 2014, the remuneration of Rs.110,000 mn payable to cost auditors has to be ratified by shareholders of the company. Accordingly, consent of shareholders is sought through the ordinary resolution in order to ensure compliance with the said Section.


Company to mortgage and/ or change all or any of the movable or immovable properties of the company, wheresoever situate, both present and future or the whole or substantially the whole of the undertaking or undertakings of the company

In order to comply with the provisions of Section 180 (1) (a) of Companies Act, 2013, the company proposes to create security in respect of borrowings by way of special resolution. Management has clarified that the limit for creation of charge will be within the networth of the company.


Company be and is hereby accorded for the payment of a sum not exceeding Rs.30,00,000/- (Rupees Thirty lacs only), (excluding sitting fees) subject to the limit prescribed in the Companies Act, 2013, to be paid to and distributed amongstthe Directors of the Company or some or any of them

Page Industries seeks shareholders’ approval to pay remuneration not exceeding ~Rs.3.0 mn, to non-executive directors for FY15. It is observed that, historically the remuneration paid to all the non-executive directors has remained below 0.2% of the company’s net profit. The proposed remuneration of ~Rs.3.0 mn is 0.2% of FY14 net profit. Considering the size and the net profit of Page Industries, we find that the cap of Rs.3.0 mn is reasonable.

IPCA LABORATORIES LIMITED

Alteration in the Object Clause of the Memorandum of Association of the Company.

The company proposes to alter the Object Clause in the Memorandum of Association to enable the company to be able to extend guarantees.


To receive, consider and adopt the Audited Statement of Profit and Loss for the year ended 31st March, 2014 and Balance Sheet as at that date together with the Reports of the Board of Directors and Auditors thereon.


Despite the secular decline in profits over the past three years Tata Chemicals Ltd. (TCL) has maintained its dividend payout at Rs. 10.0 over the last three years. The dividend payout ratio is at acceptable levels ranging from 31% in 2012 to 68% in FY14.


To appoint a Director in place of Mr. R. Gopalakrishnan (holding DIN 00027858), who retires by rotation and being eligible, offers himself for re-appointment and his term would be up to 25th December, 2015.



Deloitte Haskins & Sells LLP, Chartered Accountants (Registration No. 117366W/W – 100018), be and is hereby appointed as Auditors of the Company at such remuneration as may be mutually agreed between the Board of Directors of the Company and the Auditors.

Deloitte Haskins & Sells were appointed as the statutory auditors for TCL in 2009. Prior to appointing Deloitte Haskins & Sells, the company’s joint auditors were S B Billmoria NM Raiji & Co., since atleast 1992: they are also part of the Deloitte audit network. Therefore, audit firms belonging to the Deloitte Group have been TCL’s statutory auditors for atleast 23 years. The reappointment is not in line with the spirit of section 139 of the Companies Act 2013. Under section 139 of the Companies Act 2013, an audit firm’s (which includes firms within the same audit network) tenure may extend to a maximum of two consecutiveterms of five years each (maximum 10 years). Although the Act has given companies a three-year window to comply, we expect companies to be proactive and start abiding by the spirit of the regulations at the earliest.


Appointment of Mr. Nusli Wadia as an Independent Director of the Company

Nusli Wadia has been on TCL’s board for 33 years. We believe length of tenure is inversely proportionate to the independence of a director. Due to Nusli Wadia’s longassociation (>10 years) with the company, he is considered non-independent. If the company believes that it will benefit from Nusli Wadia serving on its board, it shouldappoint him as a non-independent director.

Confidential











July to September' 2014 21-Aug-14 Postal ballot MANAGEMENT For FOR


July to September' 2014 22-Aug-14 MANAGEMENT To declare dividend on Equity Shares For FOR






Appointment of Mr. Nasser Munjee as an Independent Director of the Company.

Nasser Munjee is on the board of over 10 public limited companies, which is higher than the threshold prescribed under section 165 of the Companies Act 2013. Although the Act has given a one-year window to comply, we expects companies and directors to be proactive and start abiding by the spirit of the regulations at the earliest.


Appointment of Mr. Eknath Kshirsagar as an Independent Director of the Company



Appointment of Dr. Y. S. P. Thorat as an Independent Director of the Company.



Appointment of Dr. Vijay Kelkar as an Independent Director of the Company



Re-appointment of Mr. R. Mukundan as Managing Director of the Company.

R. Mukundan’s remuneration in FY14 was Rs. 37.1 mn, a growth of 3% over that of FY13. Based on the current pay-outs, we believe R. Mukundan’s proposed remuneration will be commensurate with the size and complexity of the business, and comparable to his industry peers.


Re-appointment of Mr. P. K. Ghose as an Executive Director & CFO of the Company

P. K. Ghose’s remuneration in FY14 was Rs. 27.1 mn, a growth of 17% over that of FY13. Based on the current pay-outs, we believe P. K. Ghose’s proposed remuneration will be commensurate with the size and complexity of the business, and comparable to his industry peers.


the Company hereby ratifies the remuneration of Rs. 9,00,000 plus service tax and out-of-pocket expenses payable to M/s. N. I. Mehta & Co., Cost Accountants and Rs. 1,20,000 plus service tax and out-of-pocket expenses payable to M/s. Ramanath Iyer & Co; Cost Accountants, who are appointed as Cost Auditors of the Company



the consent of the Company be and is hereby accorded to the Board of Directors of the Company (‘the Board‘) to borrow monies in excess of the aggregate of the paid up share capital and free reserves of the Company, provided that the total amount borrowed and outstanding at any point of time, apart from temporary loans obtained/ to be obtained from the Company’s Bankers in the ordinary course of business, shall not be in excess of Rs. 5,500 crore

The company proposes to maintain its borrowing limits at a total of Rs 55.0 bn. Of which the current outstanding on a standalone basis is Rs 30.3 bn. The current credit protection measures are comfortable both on a standalone (debt equity of 0.5x) and consolidated basis (debt equity of 1.5x). Even at peak borrowing of Rs 55.0 bn, the debt equity will be ~1.0x on a standalone basis.


the consent of the Company be and is hereby accorded to the Board of Directors of the Company to create such charges, mortgages and hypothecations in addition to the existing charges, mortgages and hypothecations and all other monies payable by the Company in respect of the said loans, for which such charges, mortgages or hypothecations are created, shall not, at any time exceed the limit of Rs. 5,500 crore

The terms of borrowing, interest rates etc. for secured loans tend to be better than those for unsecured loans. TCL seeks shareholder approval to create charge on its assets.


the approval of members be and is hereby accorded to authorise the Board of Directors of the Company (‘the Board‘) to offer or invite subscriptions for Redeemable Non-Convertible Debentures, in one or more tranches, such that aggregate amount does not exceed Rs. 1,000 crore most beneficial to the Company during a period of one year from the date of passing the Resolution and that the said borrowing is within the overall borrowing limit of the Company.

The NCDs CPs will be carved out of the company’s overall borrowing limits.

HINDUSTAN PETROLEUM CORPORATION LIMITED

Company to exersice the borrowing powers of the company upto Rs. 30000 crores in excess of the aggregate of its paid up share capital and free reserves and for creation of charge / providing of security of the assets of the company

Hindustan Petroleum Corporation Limited’s (HPCL’s) shareholders, in April 2012, had approved the borrowing limit of upto Rs 300 bn in excess of the aggregate of the paid-up capital and free-reserves of the company. Under the provisions of Section 180 of the Companies Act 2013, the company now seeks fresh approval from the shareholders for the same through a special resolution. The company also seeks shareholders’ approval to create charge mortgage on its various assets upto the approved limit. HPCL’s consolidated debt increased by 26% to Rs 473 bn in the last three years. Debt-to-networth deteriorated to 3.4x (2.8x) and debt-to-EBIDTA improved to 7.0x (7.3x) during this period. The company’s bank loans are rated CRISIL AAA/Negative/ CRISIL A1+, which denotes highest degree of safety regarding timely servicing of financial obligations. These instruments carry lowest credit risk. Additionally, the company would need to create a charge on its assets to raise incremental debt: secured debt usually carries a lower interest cost than unsecured debt. Our recommendation takes into account the financial flexibility arising from HPCL’s large sovereign ownership, and its ability to raise funds from the domestic/foreign banking system and capital markets at competitive rates.



To consider and adopt the Balance Sheet as at March31, 2014, the Profit and Loss account for the yaer ended on that date and the Reports of the Board of Directors and Auditors thereon.



The payout ratio has been maintained at ~25% in the last three years.



The Independent Directors of the Company shall not be liable to retire by rotation.

The proposed change is aimed at aligning the AoA of the company with the provisions of Companies Act 2013.



Mr. N. Mohan Raj be not filled up at this meeting or at any adjournment thereof.

The proposal is in line with the statutory requirements.



Mr. S. Rajagopal be not filled up at this meeting or at any adjournment thereof.

The retirement of S Rajgopal, former independent director, causes the representation from independent directors on the board of L&T to come down. The company has stated that it will not fill the vacancy at the upcoming AGM, but will do so at a later date. As per the statutory norms, the company has a period of 3 months to fill such vacancies.



To appoint a Director in place of Mr. A. K. Jain, who retires by rotation and being eligible offers himself for re-appointment.


Confidential











July to September' 2014 22-Aug-14 MONSANTO INDIA LIMITED MANAGEMENT For ABSTAIN Abstained as per Proxy Voting Policy

July to September' 2014 22-Aug-14 MONSANTO INDIA LIMITED MANAGEMENT For FOR


July to September' 2014 22-Aug-14 MONSANTO INDIA LIMITED MANAGEMENT For AGAINST

July to September' 2014 22-Aug-14 MONSANTO INDIA LIMITED MANAGEMENT For AGAINST



Mr. S. N. Talwar be not filled up at this meeting or at any adjournment thereof.

The retirement of S.N Talwar, former independent director, causes the representation from independent directors on the board of L&T to come down. The company has stated that it will not fill the vacancy at the upcoming AGM, but will do so at a later date. As per the statutory norms, the company has a period of 3 months to fill such vacancies.



To appoint a Director in place of Mr. S. N Subramanyan, who retires by rotation and being eligible offers himself for re-appointment.




To appoint a Director in place of Mr. A. M Naik, who retires by rotation and being eligible offers himself for re-appointment.




Mr. Subodh Bhargava be and is hereby appointed as the Independent Director of the Company.




Mr. M. M. Chitale be and is hereby appointed as the Independent Director of the Company.

M.M Chitale has been on the board of the company for the past 10 years. The length of tenure is inversely proportionate to the independence of a director. Due to his long association (>10 years) with the company, he is considered non-independent. However, if the company believes that it will benefit from his serving on the board, it should appoint him on the board as a non-independent director.



Mr. M. Damodaran, be and is hereby appointed as the Independent Director of the Company.




Mr. Vikram Singh Mehta, be and is hereby appointed as the Independent Director of the Company.




Mr. Adil Zainulbhai, be and is hereby appointed as the Independent Director of the Company.




The company's Auditors, M/s. Sharp & Tannan, Chartered Accountant, being eligible offers themselves for re-appointment, be and are hereby appointed as the Auditors of the company

Sharp & Tannan has been auditing the company’s accounts for 29 years – which is not in line with the spirit of Section 139 of the Companies Act 2013. Under the Act, an audit firm/network’s tenure may extend to a maximum of two consecutive terms of five years each (maximum 10 years). Although the Act has given companies a three-year window to comply, we expect companies to be proactive and start abiding by the spirit of the regulations at the earliest.



The purpose of considering, is the scheme of Arrangement between Ranbaxy Laboratories Limited, the Transfror company and Sun Pharmaseutical Industries Limited the Applicant company, for the proposed amalgamation to be made between Ranbaxy laboratries Limited ,Sun Pharmaseutical Industries Limited and their respective shareholders.

SPIL seeks shareholders’ approval for amalgamation of RLL into itself. This is all-share acquisition with 0.8 shares of SPIL being issued for every 1 shares of RLL. This values RLL at Rs. 190.7 bn. SPIL is buying RLL almost at a market price on the date prior to the announcement (6 April 2014). SPIL is acquiring RLL at Market Cap/TTM multiple of 1.8x which is lower compared to its peers in the industry. Around 333.5 million new equity shares of SPIL will be issued to the shareholders of RLL. This will lead to 16.1% dilution in the paid-up share capital of the company; SPIL promoter’s stake in the company will decrease from 63.7% to 54.8%.Following are some of the benefits that SPIL will derive from the merger: SPIL will have presence in all geographies, including Europe and emerging markets, instead of just current presence in US and India. SPIL’s product portfolio is chronic focused, with merger it will have acute and OTC products in its portfolio After merger, SPIL will become fifth largest generic player in the world and the largest player in India. We believe that the management’s decision to amalgamate RLL with SPIL is in interests of its shareholders.


To receive, consider and adopt the audited Balance Sheet as at March 31, 2014, and the Profit and Loss Account for the year ended on that date and the Reports of the Directors and the Auditors thereon.


To confirm the payment of Interim Dividend and to declare a Final Dividend on equity shares.

Monsanto India paid interim dividend of Rs.62.0 per equity share, which includes a special dividend of Rs.50 per share. The final dividend is proposed at Rs.30.0 per equity share of face value Rs.10.0 each for the year ended 31 March 2014. Dividend is paid out of reserves: the dividend payout for FY14 is 151.2%.


To appoint a Director in place of Mr. R.C. Khanna (DIN- 00007293) who retires by rotation and being eligible, offers himself for reappointment.



To appoint M/s Deloitte Haskins & Sells LLP, Chartered Accountants, the retiring Statutory Auditors of the Company, as Statutory Auditors their appointment shall be in accordance with the conditions as prescribed in the Act and the Rules made thereunder be and are hereby appointed as the Statutory Auditors of the Company.

Monsanto India proposes to reappoint Deloitte Haskins & Sells as the statutory auditor: Deloitte Haskins & Sells have been Monsanto India’s statutory auditors for the past 13 years. The reappointment does not follow the spirit of Section 139 of the Companies Act 2013. Under section 139 of the Companies Act 2013, an audit firm’s tenure may extend to a maximum of two consecutive terms of five years each (maximum 10 years). Although the Act has given companies a three-year window to comply, we expect companies to be proactive and start abiding by the spirit of the regulations at the earliest.


Mr. H.C. Asher (DIN 00024863), Director of the Company be and is hereby appointed as an Independent Director of the Company.

HC Asher is on Monsanto India’s board for 41 years. The length of tenure tends to be inversely proportionate to the independence of a director. Due to his long association (>10 years) with the company, he is considered non-Independent. However, if the company believes that it will benefit from HC Asher serving on the board, it must appoint him as a non-independent director and induct additional independent directors to ensure that the board composition is in line with the requirements of Clause 49 of the Listing Agreement.

Confidential





July to September' 2014 22-Aug-14 UPL LIMITED MANAGEMENT For ABSTAIN Abstained as per Proxy Voting Policy

July to September' 2014 22-Aug-14 UPL LIMITED MANAGEMENT To declare dividend on equity shares. For FOR

July to September' 2014 22-Aug-14 UPL LIMITED MANAGEMENT For FOR


July to September' 2014 22-Aug-14 UPL LIMITED MANAGEMENT For AGAINST











Mr. Pradeep Poddar (DIN 00025199), Director of the Company be and is hereby appointed as an Independent Director of the Company.



Mr. Ravishankar Cherukuri (DIN 06755061), who was appointed as an Additional Director of the Company be and is hereby appointed as a Director of the Company.



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 Companies Act, 2013 be paid to and distributed amongst the directors of the Company and directed by the Board of Directors and such payments shall be made in respect of the profits of the Company.

Since FY10, Monsanto India has paid Rs.0.85 mn as commission to each of its three non-executive directors (total commission of Rs.2.6 mn). The Commission amount has not exceeded 0.6% of the net profit in each of the past five years.


The appointment of M/s ABC & Associates, Cost Accountants to audit Cost Accounting records with respect to Chemical business of the Company for the financial year ending March 31, 2015 at a consolidated remuneration of Rs. 2,50,000/- per annum (Rupees Two Lakh Fifty Thousand only) plus service tax, as applicable and out of pocket expenses, be and is hereby ratified

As per Section 148 of Companies Act 2013, the remuneration of Rs.250,000 payable to ABC & Associates for FY15 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.


To consider and adopt the audited Balance Sheet as at 31st March, 2014, Statement of Profit and Loss Account and Cash Flow Statement for the year ended on that date and the Reports of the Board of Directors and Auditors thereon.


UPL proposes a final dividend of Rs.4.0 per equity share of face value Rs.2.0 each for the year ended 31 March 2014. The dividend payout for FY14 is 48.2%.


To appoint a Director in place of Mr. Jaidev Rajnikant Shroff (DIN: 00191050), who retires by rotation and being eligible, offers himself for re-appointment.

JR Shroff attended 50% of board meetings held in FY14, and 68% of the board meetings in the past three years.


To appoint a Director in place of Mrs. Sandra Rajnikant Shroff (DIN: 00189012), who retires by rotation and being eligible, offers herself for re-appointment.

Mrs. SR Shroff attended 67% of board meetings held in FY14, and 58% of the board meetings in the past three years.


Messrs. S R B C & CO LLP (ICAI Firm Registration No. 324982E), Chartered Accountants, be and is hereby appointed as Auditors of the Company

UPL proposes to appoint SRBC & Co as statutory auditors: SRBC & Co is part of the Ernst & Young audit network. Prior to this appointment, SV Ghatalia and Associates were the company’s auditors for the past 11 years: they are also part of the Ernst & Young audit network. The appointment of SRBC & Co does not abide by the spirit of section 139 of the Companies Act 2013.


Mr. Pradeep Vedprakash Goyal (DIN: 00008370), a non-executive Director of the Company, be and is hereby appointed as an Independent Director of the Company.

PV Goyal is on UPL’s board for 13 years. The length of tenure tends to be inversely proportionate to the independence of a director. Due to his long association (>10 years) with the company, he is considered non-Independent.Further, PV Goyal attended 71% of board meetings held in FY14, and 58% of the board meetings in the past three years. This is well below our threshold of a three-year minimum average of 75% attendance.


Dr. Venkata Krishna Kameshwarrao Palavajjhala (DIN: 00192991), a nonexecutive Director of the Company, be and is hereby appointed as an Independent Director of the Company.

Dr. VKK Palavajjhala is on UPL’s board for 12 years. The length of tenure tends to be inversely proportionate to the independence of a director. Due to his long association (>10 years) with the company, he is considered non-Independent.


Dr. Reena Ramachandran (DIN: 00212371), a non-executive Director of the Company, be and is hereby appointed as an Independent Director of the Company.

Dr. Reena Ramachandran is on UPL’s board for 11 years. The length of tenure tends to be inversely proportionate to the independence of a director. Due to her long association (>10 years) with the company, she is considered non-Independent


Mr. Pradip Pranjivan Madhavji (DIN:00549826), a non-executive Director of the Company be and is hereby appointed as an Independent Director of the Company.

P Madhavji is on UPL’s board for 10+ years. The length of tenure tends to be inversely proportionate to the independence of a director. Due to his long association (>10 years) with the company, he is considered non-Independent.


Mr. Vinod Rajindranath Sethi (DIN: 00106598), a non-executive Director of the Company be and is hereby appointed as an Independent Director of the Company.



Mr. Suresh Prabhakar Prabhu (DIN:00308142), a non-executive Director of the Company be and is hereby appointed as an Independent Director of the Company.



M/s. RA & Co., (Firm Registration No. 000242), Cost Accountants appointed as Cost Auditors by the Board of Directors of the Company be paid the remuneration amounting to Rs. 5,00,000/-

As per Section 148 of Companies Act 2013, the remuneration of Rs.500,000 payable to RA & Co for FY15 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.


The consent of the shareholders be and is hereby accorded for investment by Foreign Institutional Investors including their sub-accounts in the shares or debentures convertible into shares of the Company, subject to the condition that the total holding of all FIIs put together shall not exceed 74% of the paid-up equity share capital or paid-up value of the respective series of the convertible debentures of the Company as may be applicable or such other maximum limit as may be prescribed from time to time.

As on 30 June 2014, FII’s investment in the Company is 48.6% of its Paid up share capital. The company seeks to increase the limit to 74% of its paid-up equity share capital. The increased shareholding limit for FIIs in a company normally results in enhanced shareholder value.


The consent of the Company be and is hereby accorded to the Board of Directors of the Company (“Board”) for borrowing from time to time any sum or sums of moneys which together with the moneys already borrowed by the Company shall not at any time exceed the limit of Rs. 10,000 crores.

As on 31 March 2014 UPL’s standalone borrowings was Rs.14.2 bn and networth was Rs.33.1 bn. The Company proposes a borrowing limit upto Rs.100 bn. On a standalone basis, UPL has maintained healthy debt levels in the past. UPL’s FY14 debt to networth and debt to EBIDTA is 0.4x and 1.4x respectively. UPL’s long term debt programme is rated CRISIL AA+/Stable/CRISIL A1+, which denotes high degree of safety regarding timely servicing of financial obligations.

Confidential


July to September' 2014 25-Aug-14 DIVIS LABORATORIES MANAGEMENT For Abstain Abstained as per Proxy Voting Policy

July to September' 2014 25-Aug-14 DIVIS LABORATORIES MANAGEMENT For Abstain










July to September' 2014 25-Aug-14 MOTHERSON SUMI SYS MANAGEMENT For Abstain Abstained as per Proxy Voting Policy

July to September' 2014 25-Aug-14 MOTHERSON SUMI SYS MANAGEMENT For Abstain











Articles of Association of the Company, and subject to the approval, consent, permission and/or sanction, as may be required from the Reserve Bank of India the consent of the shareholders be and is hereby accorded to the Board of Directors to mortgage and/or charge, in addition to the mortgages/charges created/to be created by the Company in such form and manner and with such ranking and at such time and on such terms as the Board may determine and containing such specific terms and conditions and covenants in respect of enforcement of security as may be stipulated in that behalf and agreed to between the Board or Committee thereof.

With reference to the above resolution, the Company needs to create charge on its assets on incremental borrowings.


To consider and adopt the audited Balance Sheet as at 31st March 2014, the Statement of Profit and Loss for the year ended 31st March 2014 along with the reports of Directors and the Auditors thereon.


To declare dividend for the financial year 2013 - 2014



To appoint a Director in place of Mr. Kiran S. Divi (DIN: 00006503), who retires by rotation and being eligible offers himself for reappointment.



M/s. P.V.R.K. Nageswara Rao & Co., Chartered Accountants, Hyderabad (Firm’s Regn. No. 002283S), be and are hereby appointed as the Statutory Auditors of the Company.



Shri. K.V.K. Seshavataram (DIN: 00060874), be and is hereby appointed as an Independent Director of the Company.



Smt. S. Sridevi (DIN: 06879138), who was appointed as an Additional Director of the company by the Board of Directors be and is hereby appointed as a Small Shareholder Director of the Company not liable to retire by rotation.



Dr. G. Suresh Kumar (DIN: 00183128), Director of the Company, be and is hereby appointed as an Independent Director of the Company.



Shri. R. Ranga Rao (DIN: 06409742), be and is hereby appointed as an Independent Director of the Company.



The approval of the Company be and is hereby accorded to the re-appointment of Dr. Murali K. Divi (DIN: 00005040) as Chairman and Managing Director of the company on the terms and conditions including remuneration or any statutory modification(s) or re-enactment thereof.



the re-appointment of Shri. N.V. Ramana (DIN: 00005031), as Executive Director of the company to alter and vary the terms and conditions of the said re-appointment and / or remuneration as it may deem fit and as may be acceptable to Shri. N. V. Ramana, subject to the same not exceeding the limits specified under Section 197 read with Schedule V to the Companies Act, 2013 or any statutory modification(s) or re-enactment thereof.






To receive, consider and adopt the Audited Balance Sheet of the Company as at 31st March, 2014 and Statement of Profi t & Loss for the year ended on that date together with reports of the Directors and Auditors thereon.


To declare the dividend on the equity shares of the Company for the year 2013-14.



To appoint a Director in place of Mr. Pankaj Mital (DIN-00194931), who retires by rotation and being eligible offers himself for reappointment.



M/s. Price Waterhouse, Chartered Accountants, be and is hereby re-appointed as Auditors of the Company



Mr. Hideaki Ueshima and who retires at this Annual General Meeting, be and is hereby appointed as a Director of the Company, liable to retire by rotation.”



Ms. Geeta Mathur was appointed as an Additional Director of the Company, be and is hereby appointed as an Independent Director of the Company.



Maj. Gen. Amarjit Singh a non-executive Director of the Company, who is eligible for appointment, be and is hereby appointed as an Independent Director of the Company.



Mr. S.C. Tripathi, IAS a nonexecutive Director of the Company, be and is hereby appointed as an Independent Director of the Company.



Mr. Arjun Puri a nonexecutive Director of the Company who is eligible for appointment, be and is hereby appointed as an Independent Director of the Company



Mr. Gautam Mukherjee a non-executive Director of the Company, who is eligible for appointment, be and is hereby appointed as an Independent Director of the Company.



Mr. Pankaj Mital as a Whole-time Director designated as Chief Operating Offi cer of the Company .


Confidential

July to September' 2014 26-Aug-14 TATA GLOBAL BEVERAGE MANAGEMENT For Abstain Abstained as per Proxy Voting Policy

July to September' 2014 26-Aug-14 TATA GLOBAL BEVERAGE MANAGEMENT To declare a dividend For Abstain

July to September' 2014 26-Aug-14 TATA GLOBAL BEVERAGE MANAGEMENT For Abstain




















To receive, consider and adopt the Audited Financial Statements of the Company for the year ended 31st March 2014, including audited Balance Sheet as at 31st March 2014, the Statement of Profit and Loss for the year ended on that date together with the reports of the Board of Directors and the Auditors thereon




To appoint a Director in place of Mr. Cyrus P Mistry, who retires by rotation and, being eligible, offers himself for reappointment



To appoint Auditors Messrs. Lovelock & Lewes and to fix their remuneration



Appointment of Mr. Analjit Singh as an Independent Director of the Company



Appointment of Mr. V. Leeladhar as an Independent Director of the Company



Appointment of Mrs. Mallika Srinivasan as an Independent Director of the Company



Appointment of Mrs. Ranjana Kumar as an Independent Director of the Company



Appointment of Mr. Darius Pandole as an Independent Director of the Company



Appointment of Mrs. Ireena Vittal as a Director and as Independent Director of the Company



Appointment of Mr. Harish Bhat as Non- Executive Director of the Company



Appointment of Mr. Ajoy Misra as Managing Director of the Company



Company to borrow any sum(s) of money or moneys from time to time notwithstanding that the moneys to be borrowed, together with the moneys already borrowed by the Company Board and outstanding at any time does not exceed Rs. 1,200 crores



Company be and is hereby accorded to the creation by the Board of Directors of the Company of such mortgages, charges and hypothecations in addition to the existing mortgages, charges and hypothecation created by the Company as the Board may direct, on such assets of the Company, both present and future, in such manner as the Board may direct, together with power to take over the management/ undertaking of the Company shall not exceeding Rs.1,200 crores



Payment of commission to Non- Wholetime Directors of the Company


INDIAN HOTEL COMPANY LIMITED


To receive, consider and adopt the Audited Statement of Profit and Loss for the year ended March 31, 2014, and the Balance Sheet as at that date, together with the Reports of the Board of Directors and the Auditors thereon.



To appoint a Director in place of Mr. Mehernosh S. Kapadia (DIN: 00050530), who retires by rotation and is eligible for re-appointment.

His reappointment in in line with all statutory requirements



Deloitte Haskins & Sells LLP, Chartered Accountants and PKF Sridhar and Santhanam, Chartered Accountants be and are hereby re-appointed as Statutory Auditors of the Company, subject to ratification of their appointment at every AGM at such remuneration plus service tax, out-of-pocket, travelling and living expenses.

Deloitte Haskins & Sells has been the company’s joint statutory auditor for the last six years (FY09-FY14). SB Billimoria & Co. was the joint-auditor atleast since FY90 until FY08, subsequently Deloitte Haskins & Sells was appointed as joint-auditor. We understands that SB Billimoria and Deloitte Haskins & Sells are part of the same accounting network - ‘Deloitte Touche Tohmatsu’. The reappointment is neither in line with our Voting Policy on Auditor Rotation nor follows the spirit of Section 139 of the Companies Act 2013.Under section 139 of the Companies Act 2013, an audit firm’s tenure may extend to a maximum of two consecutive terms of five years each (maximum 10 years). Although the Act has given companies a three-year window to comply, we expect companies to be proactive and start abiding by the spirit of the regulations at the earliest.PKF Sridhar & Santhanam (PKF) has been the company’s joint statutory auditor for the last three years (FY12-FY14). Their reappointment is in line with all statutory requirements. However, since the resolution to appoint both auditors is combined, we vote AGAINST the resolution



Ms. Ireena Vittal who was appointed as an Additional Director of the Company is eligible for appointment and in respect of whom the Company has received a notice.

Ms. Ireena Vittal was appointed as a director on 7 August 2013. Her reappointment in in line with all statutory requirements



Ms. Ireena Vittal a non-executive director of the Company, be and is hereby appointed as Independent Director of the Company, with effect from August 27, 2014 up to August 26, 2019

The Company proposes to appoint her as an independent director for a five years term with effect from 27 August 2014. Her reappointment in in line with all statutory requirements



Mr. Deepak Parekh a non-executive director of the Company, be and is hereby appointed as Independent Director of the Company, with effect from August 27, 2014 up to August 26, 2019.

Deepak Parekh has been on the Indian Hotels’ board for the past 14 years. The length of tenure tends to be inversely proportionate to the independence of a director. Due to his long association (>10 years) with the company, he is considered non-Independent.Further, Deepak Parekh attended 50% of board meetings held in FY14, and 50% of the board meetings in the past three years. we expects directors to take their responsibilities seriously and attend at least 75% of the board meetings held over a three year period

Confidential





July to September' 2014 27-Aug-14 BASF INDIA LIMITED MANAGEMENT For ABSTAIN Abstained as per Proxy Voting Policy

July to September' 2014 27-Aug-14 BASF INDIA LIMITED MANAGEMENT For FOR











Mr. K. B. Dadiseth a non-executive director of the Company, be and is hereby appointed as Independent Director of the Company, with effect from August 27, 2014 up to August 26, 2019.

KB Dadiseth has been on Indian Hotels’ board for 14 years. The length of tenure tends to be inversely proportionate to the independence of a director. Due to his long association (>10 years) with the company, he is considered non-independent.However, if the company believes that it will benefit from KB Dadiseth serving on the board, they should appoint him as a non-independent director and induct additional independent directors to ensure that the board composition is in line with the requirements of Clause 49 of the Listing Agreement



Mr. Nadir B. Godrej be and is hereby appointed as Independent Director of the Company, with effect from August 27, 2014 up to August 26, 2019

Nadir Godrej is the Managing Director of Godrej Industries Ltd. He is a director in nine public companies of which six (including Indian Hotels) are listed. we believe that, in order to do justice to the role, executive directors must not hold directorships in more than four listed companies



Authority to borrow in excess of the paid-up capital and free reserves, not exceeding Rs. 5,000 Crores not withstanding that money so borrowed together with the monies already borrowed by the Company, if any may exceed the aggregate of the paid up capital of the Company and its free reserves, that is to say, reserves not set apart for any specified purpose

As on 31 March 2014 Indian Hotels’ standalone borrowings was equal to its networth at Rs.26.9 bn. The Company proposes a borrowing limit upto Rs.50.0 bn.An increase in borrowing limit will enable the Company to raise fund for renovation and upgradation of the existing hotels, construction of new hotels, working capital requirements, acquisitions, reconstruction or any re-arrangement or any other re-organization and for meeting other financial requirements.On a standalone basis, Indian Hotels’ debt in the past three years has been ~Rs.26 bn. The Company’s FY14 debt to networth and debt to EBIDTA is 1.0x and 6.2x respectively. Indian Hotels’ debt programmes are rated ICRA AA/Stable/ICRA A1+, which denotes high degree of safety regarding timely servicing of financial obligations.



Commission to Directors other than the Managing and Whole-time Director(s) of the Company a sum not exceeding one percent per annum of the net profits of the Company calculated in accordance with the provisions.

Since FY10, Indian Hotels paid commission between Rs.17.5 mn and Rs.28.8 mn. The Commission per director has ranged between Rs.1.8 mn and Rs.2.9 mn.We vote FOR payment of commission despite the FY14 losses – the losses reported by the company are due to the write off of the company’s investments in properties abroad. These write-offs do not have any impact on cash flows. Operationally, Indian Hotels reported profitable operations in FY14.


To receive, consider and adopt the Audited Financial Statements of the Company for the year ended 31st March, 2014, including the audited Balance Sheet as at 31st March, 2014 and the Statement of Profit and Loss for the year ended on that date and the Reports of the Board of Directors and the Auditors thereon.


To declare dividend on Equity Shares @ 40% i.e. Rs. 4/- per equity share for the financial year ended 31st March, 2014.

Dividend payout ratio has decreased 19.9% to 15.8% in the last three years due to stable dividend and increasing profits


To appoint a Director in place of Dr. Rainer Diercks (DIN: 01725080), who retires by rotation at this Annual General Meeting, and being eligible offers himself for re-appointment.

Dr. Rainer Diercks’ reappointment is in line with all the statutory requirements


To appoint a Director in place of Mr. Andrew Postlethwaite (DIN: 03532678), who retires by rotation at this Annual General Meeting, and being eligible offers himself for re-appointment.

Andrew Postlethwaite’s reappointment is in line with all the statutory requirements


To appoint M/s. B S R & Co. LLP, Chartered Accountants (Registration No. 101248W), as the Statutory Auditorsof the Company and to authorize the Board of Directors to fix their remuneration for the financial year ending 31st March, 2015.

BASF India proposes to reappoint BSR & Co LLP as statutory auditors: BSR & Co LLP have been auditing the company’s financial statements for the past eight years. The reappointment of BSR & Co LLP is in line with the requirements of section 139 of the Companies Act 2013.


Mr. Gops Pillay (DIN: 06599533) be and is hereby appointed as Director of the Company.

Gops Pillay’s reappointment is in line with all the statutory requirements


the appointment of Dr. Raman Ramachandran, as the Managing Director of the Company and to his receiving remuneration a draft whereof is placed before the meeting and initialled by the Chairman for the purpose of identification.

Dr. Raman Ramachandran’s appointment is in line with all the statutory requirements. He was paid a remuneration of Rs 18.3 mn for the six-month period in FY14. As per the proposed terms, he will be paid a maximum remuneration of Rs 57.7 mn. His remuneration is comparable to industry peers


Consent of the Company be and is hereby accorded to increase the maximum limits of perquisites, forming part of the remuneration, payable to the Managing Director of the Company from the existing Rs. 1,00,00,000/- per annum to Rs. 1,50,00,000/- per annum effective 1st April, 2014 and the Board and/or a duly constituted Committee thereof are hereby authorized to pay perquisites to the Managing Director

BASF India proposes to increase perquisites payable to Dr. Raman Ramachandran from the present Rs 10 mn to Rs 15 mn. After this revision, the maximum remuneration payable to Managing Director will be Rs 62.7 bn, which is comparable to industry peers.


consent of the Company be and is hereby accorded to extend the tenure of appointment of Mr. S. Regunathan(DIN: 01437534), Whole-time Director of the Company, for a period from 1st June, 2014 to 31st December, 2014,upon the terms and conditions including remuneration

This is in line with all the statutory requirements


Consent of the Company be and is hereby accorded to the appointment of Mr. Rajesh Naik (DIN: 06935998) as a Whole-time Director of the Company and to his receiving remuneration

Rajesh Naik’s reappointment is in line with all the statutory requirements

Confidential

July to September' 2014 27-Aug-14 BASF INDIA LIMITED MANAGEMENT For AGAINST










Shri R. A. Shah, be and is hereby appointed as an Independent Director of the Company to hold office for a term of 5 consecutive years from 1st April, 2014 to 31st March, 2019, not liable to retire by rotation

RA Shah has been on the board of the company for the past 46 years. The length of tenure is inversely proportionate to the independence of a director. Due to his long association (>10 years) with the company, he is considered non-independent.RA Shah is on the board of 14 public limited companies, which is higher than the threshold prescribed under section 165 of the Companies Act 2013. Although there is a window period of one year to comply, we believe companies and directors must be proactive and start abiding by the spirit of the regulations at the earliest


Shri R. R. Nair be and is hereby appointed as an Independent Director of the Company to hold office for a term of 5 consecutive years from 1st April, 2014 to 31st March, 2019, not liable to retire by rotation

RR Nair has been on the board of the company for the past 13 years. The length of tenure is inversely proportionate to the independence of a director. Due to his long association (>10 years) with the company, he is considered non-independent.If the company believes RR Nair is contributing to board deliberations, it must reappoint him as a non-independent director, and induct additional independent directors to maintain the required mix between independent and non-independent directors.


Shri Pradip P. Shah be and is hereby appointed as an Independent Director of the Company to hold office for a term of 5 consecutive years from 1st April, 2014 to 31st March, 2019, not liable to retire by rotation

Pradip P Shah has been on the board of the company for the past 15 years. The length of tenure is inversely proportionate to the independence of a director. Due to his long association (>10 years) with the company, he is considered non-independent.Pradip P Shah is on the board of 12 public limited companies, which is higher than the threshold prescribed under section 165 of the Companies Act 2013. Although there is a window period of one year to comply, we believe companies and directors must be proactive and start abiding by the spirit of the regulations at the earliest.


Shri Arun Bewoor, be and is hereby appointed as an Independent Director of the Company to hold office for a term of 5 consecutive years from 1st April, 2014 to 31st March, 2019, not liable to retire by rotation

Arun Bewoor’s reappointment is in line with all the statutory requirements.


Company be and is hereby accorded to the payment and distribution of a sum not exceeding 1% of the net profits of the Company for each financial year commencing from 1st April, 2014, calculated in accordance with the provisions of Section 198 of the Companies Act, 2013, by way of commission (including sitting fees, if any, for attending the meetings of the Board of Directors or Committees thereof) to and amongst the Non-executive Independent Directors of the Company

BASF India has paid 0.3% of net profit, distributed equally, as commission to independent directors in the last five financial years. We expect the actual commission paid to directors to remain in line with what was paid in the previous years.


Remuneration of Rs. 13 lacs (plus reimbursement of out of pocket expenses) payable to M/s. R. Nanabhoy & Co., Cost Accountants, for conducting the cost audit of the products of the Company for the financial year ending 31st March, 2015 be and is hereby ratified

As per Section 148 of Companies Act 2013, the remuneration payable to cost auditors 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.The board has approved the appointment R Nanabhoy & Co as cost auditors of the company for the year ended 31 March 2015, at a remuneration of Rs 1.3 mn per annum (excluding out-of-pocket expenses).


Consent of the Company be and is hereby accorded to the Board of Directors of the Company to borrow, for and on behalf of the Company, any sum or sums of monies, from time to time, upon such terms and conditions and with or without security as the Board of Directors

BASF India needs funds to finance its various projects including construction of Dahej plant, which involves an investment of around Rs 10 bn. With an outstanding debt of Rs 10.5 bn, the company’s leverage ratios have deteriorated in the last three years.BASF India’s credit protection measures are healthy. The company’s bank loans are rated CRISIL AAA/Stable/CRISIL A1+, which denotes highest degree of safety regarding timely servicing of financial obligations. If the company were to raise debt to the extent of the entire borrowing limit, its credit protection measures would deteriorate from present levels but remain at moderate levels


Company be and is hereby accorded to the mortgaging and/or charging by the Board of Directors (hereinafter referred to as “the Board” which expression shall include a Committee of the Board) of all or any of the properties and assets of the Company, both movable and immovable, present and future, wheresoever situated and/or the whole or substantially the whole of the undertaking or undertakings of the Company, in such form and in such manner as the Board may deem fit, for securing the issue of redeemable non-convertible debentures by the Company, in one or more tranches of the aggregate value not exceeding Rs. 200 Crores

This issuance is a part of borrowing program of the company discussed in resolution#17.


Company beand is hereby accorded to the Board for payment of remuneration by way of salary, performance salaryand perquisites to Dr. Raman Ramachandran, Chairman & Managing Director of the Company, andMr. S. Regunathan & Mr. Rajesh Naik, both Whole-time Directors of the Company within the maximum limitsof remuneration

BASF India proposes to pay minimum remuneration - in the form of salary, performance salary and perquisites – to its Managing Directors and two Whole-time Directors. The minimum remuneration will be paid in case of inadequacy of profits or losses. This is an enabling resolution as the company expects to make losses due to start-up of Dahej plan and deficient monsoon which will impact the financial performance of the company.Shareholders should seek confirmation regarding the exact amount payable to the whole-time directors in case of inadequate losses as the company has not disclosed these details.

Confidential























AUROBINDO PHARMA LIMITED


To receive, consider and adopt the Audited Balance Sheet as at March 31, 2014 and the Statement of Profit and Loss and Cash Flow Statement for the year ended on that date and the Report of the Board of Directors and the Auditors thereon.



To confirm the first interim dividend of `1.25 and the second interim dividend of `1.75, in aggregate `3 per equity share of `1 each, as dividend for the year 2013-14.

Aurobindo Pharma proposes a final dividend of Rs.1.75 per equity share for FY14. It has already paid an interim dividend of Rs. 1.25 per equity share. The dividend payout ratio for FY14 is 8.7%.



To appoint a Director in place of Mr. M. Madan Mohan Reddy (DIN: 01284266) who retires by rotation and being eligible, seeks re-appointment.

Reappointment of MM Mohan Reddy is in line with all the statutory requirements.



To appoint a Director in place of Mr. K. Nithyananda Reddy (DIN: 01284195) who retires by rotation and being eligible, seeks re-appointment.

Reappointment of K Nithyananda Reddy is in line with all the statutory requirements.



M/s. S.R. Batliboi & Associates LLP, Chartered Accountants (Registration No.101049W) who have offered themselves for re-appointment be and are hereby re-appointed as the statutory auditors of the Company at such remuneration as may be determined by the Board of Directors of the Company.

Aurobindo Pharma proposes to reappoint S R Batliboi & Associates as statutory auditors: S R Batliboi & Associates have been the statutory auditors of the company for the last 6 years. They replaced S R Batliboi & Co. who held office for 7 years. They belong to the same audit network. Under section 139 of the Companies Act 2013, an audit firm’s tenure (including network firms) may extend to a maximum of two consecutive terms of five years each (maximum 10 years). Although the Act has given companies a three-year window to comply, we expect companies to be proactive and start abiding by the spirit of the regulations at the earliest.



Mr. M. Sitarama Murty (DIN-01694236), Director of the Company be and is hereby appointed as an Independent Director of the Company to hold office up to March 31, 2019, not liable to retire by rotation.

Reappointment of M Sitarama Murty is in line with all the statutory requirements.



Dr. D. Rajagopala Reddy (DIN - 01728382), Director of the Company be and is hereby appointed as an Independent Director of the Company.

D Rajagopala Reddy attended only 57% of the board meetings held in FY14, and 67% of the meetings in FY12. He attended 72% of the board meetings held over the last three years. This is below accepted threshold of a three-year minimum average of 75% attendance.



Mr. K. Ragunathan (DIN - 00523576), Director of the Company be and is hereby appointed as an Independent Director of the Company.

Reappointment of K Ragunathan is in line with all the statutory requirements.



M/s. Sagar & Associates, the 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 2014-15, be paid a remuneration of `5 lakhs plus service tax with reimbursement of out-of-pocket expenses.

The board has approved the appointment and remuneration to Sagar & Associates as cost auditor for FY15.

INTERNATIONAL PAPER APPM LIMITED


To consider and adopt financial statements of the Company for the financial year ended March 31, 2014 including theAudited Balance Sheet as at March 31, 2014 and the Statement of Profit and Loss for the year ended as on that date and the Reports of Board of Directors and Auditors thereon



To appoint a Director in place of Mr. Thomas G. Kadien (holding DIN 03632772) who retires by rotation and is eligible for re-appointment




Messrs Deloitte Haskins & Sells be and are hereby re-appointed as Auditors of the Company & to fix such remuneration as may be determined by the Audit Committee in consultation with the auditors




Appointment of Mr. M.S. Ramachandran as an Independent Director of the Company




Appointment of Ms. Ranjana Kumar as an Independent Director of the Company

Her reappointment in in line with all statutory requirements



Appointment of Mr. Praveen P. Kadle as an Independent Director of the Company

Praveen P Kandle is a Director in 12 public companies, which is higher than the threshold prescribed in the revised Clause 49 of SEBI’s Listing Agreement



Appointment of Mr. M.K. Sharma as an Independent Director of the Company




Appointment of Mr. Adhiraj Sarin as an Independent Director of the Company




Appointment of Mr. Milind Sarwate as an Independent\ Director of the Company




Appointment of Ms. Shiela Pallerne Vinczeller as a Director of the Company

Her appointment in in line with all statutory requirements



Borrowing of moneys in excess of the aggregate of the paid up share capital and free reserves, shall not be in excess of Rs. 1,000 crore

As on 31 March 2014 International Papers’ standalone borrowings was Rs.5.6 bn and networth was Rs.4.1 bn. The Company proposes a borrowing limit upto Rs.14.1 bn.The proposed borrowing limit is 2.5 times higher than loans outstanding as at 31 March 2014. We expect corporates to give granular details on the utilization plans in case they seek to increase their borrowing limit by more than 25%. Further, the companies should increase their borrowing limit gradually and approach shareholders each year for any further increase in limit with adequate disclosure.In absence of adequate disclosure in support of a high borrowing limit, we flag the transparency risk to the proposal.



Creation of mortgage and/or charge and/or hypothecation on movable and/or immovable properties of the Company, an amount not exceeding Rs. 1,000 crore

With reference to the above resolution, the Company needs to create charge on its assets on incremental borrowings



Remuneration of Cost Auditors of Rs. 5.85 lakhs (excluding Service Tax) plus reimbursement of travelling and out of pocket expenses as approved by the Board

As per Section 148 of Companies Act 2013, the remuneration of Rs.585,000 payable to Narasimha Murthy & Co for FY15 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

Confidential

July to September' 2014 27-Aug-14 KPR MILL LIMITED MANAGEMENT For ABSTAIN Abstained as per Proxy Voting Policy

July to September' 2014 27-Aug-14 KPR MILL LIMITED MANAGEMENT To declare dividend. For FOR

July to September' 2014 27-Aug-14 KPR MILL LIMITED MANAGEMENT For FOR








July to September' 2014 27-Aug-14 KPR MILL LIMITED MANAGEMENT For AGAINST





July to September' 2014 27-Aug-14 N T P C MANAGEMENT For Abstain








To receive, consider and adopt the Audited Statement of Accounts together with Directors Report as also the Auditors Report thereon for the year ended 31st March, 2014.


Total cash outgo on account of dividend increased by 17% to Rs 310 mn from Rs 265 mn. Dividend payout ratio for FY14 is 23.8%.


To appoint a Director in the place of Sri.Shujaat Khan (holding DIN 00526891) who retires by rotation and being eligible, offers himself for re-appointment.

Shujaat Khan’s reappointment is in line with all the statutory requirements


To appoint M/s.Deloittee Haskins and Sells, Chartered Accountants (ICAI Registration No.008072S) as Statutory Auditors of the Company.

KPR Mill proposes to reappoint Deloitte Haskins & Sells as statutory auditors: Deloitte Haskins & Sells have been auditing the company’s financial statements for the past six years. The reappointment of Deloitte Haskins & Sells is in line with our voting policy on auditor rotation and complies with the requirements of section 139 of the Companies Act 2013. Therefore, we recommends voting FOR the resolution


Dr. K. Sabapathy Director of the Company, be and is hereby appointed as an Independent Director of the Company.

Dr. K Sabapathy’s reappointment is in line with all the statutory requirements


Sri.G.P.Muniappan Director of the Company, be and is hereby appointed as an Independent Director of the Company.

GP Muniappan’s reappointment is in line with all the statutory requirements


Sri. M.J.Vijayaraaghavan, be and is hereby appointed as an Independent Director of the Company.

MJ Vijayaraaghavan’s reappointment is in line with all the statutory requirements


Sri. K.N.V.Ramani, be and is hereby appointed as an Independent Director of the Company.

KNV Ramani’s reappointment is in line with all the statutory requirements.


Sri. A.M.Palanisamy, be and is hereby appointed as an Independent Director of the Company.

AM Palanisamy’s reappointment is in line with all the statutory requirements


Sri.C.Thirumurthy, be and is hereby appointed as an Independent Director of the Company.

C Thirumurthy’s reappointment is in line with all the statutory requirements


Thecompany be and is hereby accorded to the Board of Directors of the Company and / or any Committee thereof to borrow at its discretion, either from the Company’s Bank or any other Indian or Foreign Bank(s), Financial Institution(s) and /or any other lending Institution or Persons from time to time such sum(s) of money(s), shall not exceed the sum of Rs.3000 Crores.

With the outstanding debt of Rs 6.7 bn and the existing limit of Rs 20 bn, the company has enough headroom available for additional borrowing for its business needs. Therefore, it should consider utilizing the existing limit first and then gradually increase the borrowing limit as and when required. Also, the company has not provided details regarding the rationale for the proposed increase in limit and the usage of proceeds


The Board of Directors of the Company and / or any committee thereof, be and are hereby authorized and shall be deemed to have always been so authorized to create such mortgages/charges/hypothecation and / or other encumbrances, in addition to the existing mortgages, charges, hypothecation and other encumbrances, if any, created by the company on all or any part of the immovable and /or movable properties, current and / or fixed assets, tangible or intangibleassets,Company within the overall borrowing limits of Rs.3000 Crores.

The company would need to create a charge on its assets to raise incremental debt: secured debt usually carries a lower interest cost that unsecured debt. This resolution is linked to Resolution#11


Sri. K.P.Ramasamy be and is hereby re-appointed as Executive Chairman of the Company.

KP Ramasamy’s reappointment is in line with all the statutory requirements.But, the proposed remuneration is high compared to industry peers and not commensurate with the size and performance of the company. See the discussion on remuneration below.


Sri. KPD Sigamani be and is hereby re-appointed as Managing Director of the Company.

KPD Sigamani’s reappointment is in line with all the statutory requirements. But, the proposed remuneration is high compared to industry peers and not commensurate with the size and performance of the company. See discussion on remuneration below


The re-appointment of Sri. P. Nataraj as Managing Director of the Company.

P Nataraj’s reappointment is in line with all the statutory requirements. But, the proposed remuneration is high compared to industry peers and not commensurate with the size and performance of the company. See discussion on remuneration below


To receive, consider and adopt the audited fi nancial statements of the Company for the year ended March 31, 2014, the reports of the Board of Directors and Auditors thereon.



To confi rm payment of interim dividend and declare fi nal dividend for the year 2013-14.



To appoint a Director in place of Shri I.J. Kapoor (DIN: 02051043), who retires by rotation and being eligible, offers himself for re-appointment.



To fi x the remuneration of the Statutory Auditors.



Shri S.C. Pandey, be and is hereby appointed as Director (Projects) of the Company, liable to retire by rotation, on terms & conditions determined by the Govt. of India.



Shri Kulamani Biswal,be and is hereby appointed as Director (Finance) and Chief Financial Offi cer of the Company, liable to retire by rotation, on terms & conditions determined by the Govt. of India.



Dr. Pradeep Kumar, be and is hereby appointed as a director of the Company, not liable to retire by rotation.


Confidential













July to September' 2014 28-Aug-14 ENGINEERS INDIA LIMITED MANAGEMENT For ABSTAIN Abstained as per Proxy Voting Policy

July to September' 2014 28-Aug-14 ENGINEERS INDIA LIMITED MANAGEMENT To consider declerations of final dividend. For FOR

July to September' 2014 28-Aug-14 ENGINEERS INDIA LIMITED MANAGEMENT For FOR



July to September' 2014 29-Aug-14 DLF LIMITED MANAGEMENT For ABSTAIN Abstained as per Proxy Voting Policy

July to September' 2014 29-Aug-14 DLF LIMITED MANAGEMENT To declare dividend. For FOR


The Board of Directors of the Company be and are hereby authorized to make offer(s) or invitation(s) to subscribe to the secured/ unsecured, redeemable,taxable/tax-free, cumulative/non-cumulative, non-convertible debentures (“Bonds”) upto Rs. 13,000 Crore or equivalent in one or more tranches/ series not exceeding twelve, through private placement, in domestic and/or in international markets i.e. in Indian rupees and/or in foreign currency, during the period commencing from the date of passing of Special Resolution till completion of one year thereof or the date of Annual General Meeting in the financial year 2015-16 whichever is earlier in conformity with rules, regulations and enactments as may be applicable from time to time, subject to the total borrowings of the company approved by the shareholders



The Cost Auditors appointed by the Board of Directors of the Company, to conduct the audit of the cost records of the Company for the fi nancial year 2014-15, be paid the remuneration of 24,91,250/- (Twenty four lakh ninety one thousand two hundred fifty only) as set out in the Statement annexed to the Notice convening this Meeting


BAYER CROPSCIENCE LIMITED


To receive, consider, approve and adopt the audited Statement of Profi t and Loss for the fi nancial year ended March 31, 2014 and the Balance Sheet as at that date together with the Reports of the Board of Directors and the Auditors thereon.



To declare dividend on Equity Shares for the fi nancial year ended March 31, 2014.

The dividend per share has increased from Rs.5.0 in FY13 to Rs.5.5 in FY14. The payout ratio for FY14 is 8%.



To appoint a Director in place of Mr. Peter Mueller, who retires by rotation and being eligible, offers himself for re-appointment.




To appoint auditors and fi x their remuneration.

Price Waterhouse has been auditing the company’s accounts for 10 years. Their reappointment for another term is therefore neither in line with our Voting Policy nor the spirit of Section 139 of the Companies Act 2013.Under the Act, an audit firm/network’s tenure may extend to a maximum of two consecutive terms of five years each (maximum 10 years). Although the Act has given companies a three-year window to comply, we expect companies to be proactive and start abiding by the spirit of the regulations at the earliest



Mr. Richard van der Merwe be and is hereby appointed as Director of the Company.

The proposed remuneration of ~Rs.80 mn for Richard van der Merwe is commensurate with the size of the company



Dr. Vijay Mallya be and is hereby appointed as an Independent Director of the Company to hold offi ce upto March 31, 2019, not liable to retire by rotation.

Dr. Vijay Mallya has been on the board of the company for the past 10 years. The length of tenure is inversely proportionate to the independence of a director. Due to his long association (>10 years) with the company, he is considered non-independent



Mr. Sharad M. Kulkarni be and is hereby appointed as an Independent Director of the Company to hold offi ce upto March 31, 2019, not liable to retire by rotation.

Sharad M. Kulkarni has been on the board of the company for the past 20 years. The length of tenure is inversely proportionate to the independence of a director. Due to his long association (>10 years) with the company, he is considered non-independent



Mr. A.K.R. Nedungadi be and is hereby appointed as an Independent Director of the Company to hold offi ce upto March 31, 2019, not liable to retire by rotation.

A.K.R. Nedungadi has been on the board of the company for the past 10 years. The length of tenure is inversely proportionate to the independence of a director. Due to his long association (>10 years) with the company, he is considered non-independent



Mr. Vimal Bhandari be and is hereby appointed as an Independent Director of the Company to hold offi ce upto March 31, 2019, not liable to retire by rotation.




M/s. N. I. Mehta & Co.to conduct the audit of the cost records of the Company relating to Insecticides for the fi nancial year ending March 31, 2015, be paid Rs.0.53 Million plus service tax and out of pocket expenses incurred in performance of their duties as the remuneration.



To recevie, consider and adopt the Audited statement of profit &loss of the company for the year ended 31st March,2014 and the Balance Sheet on that date together with the Reports of Directors And Auditors thereon.


The company paid an interim dividend of Rs.3.5 per share. It now proposes a final dividend of Rs 3.0 per share. The total dividend amount including the dividend tax is Rs.2.6 bn. The payout ratio during the last three years averaged ~42%.


To appoint a director in place of Shri Ram Singh, Who retires by rotation and being eligible, offer himself re-appointment.

The reappointment of Ram Singh is in line with all the statutory requirements


To appoint a director in place of Ms.Veena Swarup, Who retires by rotation and being eligible, offer himself re-appointment.

The reappointment of Ms. Veena Swarup is in line with all the statutory requirements


To fix remuneration of auditors for the financial year 2014 -15

M Verma & Associates are the company’s statutory auditors for the last two years, with Mohender Gandhi as the signing partner. The auditors were paid a total of Rs.2.1 mn in FY14 (Rs.1.7 mn in FY13).


To receive, consider and adopt the Audited Financial Statements for the fi nancial year ended 31st March, 2014 together with the Reports of Directors and Auditors thereon.


The pay-out ratio has decreased to 67.6% from 83.0% for FY13 on account of fall in profit. The company has not provided for tax on proposed dividend.

Confidential

July to September' 2014 29-Aug-14 DLF LIMITED MANAGEMENT For FOR


July to September' 2014 29-Aug-14 DLF LIMITED MANAGEMENT For AGAINST










July to September' 2014 30-Aug-14 MOIL LIMITED MANAGEMENT For ABSTAIN Abstained as per Proxy Voting Policy

July to September' 2014 30-Aug-14 MOIL LIMITED MANAGEMENT For FOR



To appoint a Director in place of Mr. G.S. Talwar (DIN 00559460), who retires by rotation and being eligible, offers himself for re-appointment.

His reappointment is in line with the statutory requirements


To appoint a Director in place of Ms. Pia Singh (DIN 00067233), who retires by rotation and being eligible, offers herself for re-appointment.

Her reappointment is in line with the statutory requirements. She attended only 67% of the board meetings in FY14, we expects directors to attend at-least 75% of the board meetings.


To appoint Walker Chandiok & Co LLP, Chartered Accountants (Registration No. 001076N) as statutory auditors of the Company from the conclusion of this meeting until the conclusion of next AGM and to fi x their remuneration.

Walker Chandiok & Co. LLP have been DLF’s statutory auditors for the past 25 years. The reappointment does not follow the spirit of Section 139 of the Companies Act 2013.Under Section 139 of the Companies Act 2013, an audit firm’s tenure may extend to a maximum of two consecutive terms of five years each (maximum 10 years). Although the Act has given companies a three-year window to comply, we expect companies to be proactive and start abiding by the spirit of the regulations at the earliest


Mr. Mohit Gujral be and is hereby appointed as a Director of the Company, liable to retire by rotation.

His appointment is in line with the statutory requirements


Mr. Rajeev Talwar be and is hereby appointed as a Director of the Company, liable to retire by rotation.



Mr. Pramod Bhasin be and is hereby appointed as an Independent Director of the Company to hold offi ce for 5 (fi ve) consecutive years for a term upto 31st March, 2019.



Mr. Rajiv Krishan Luthra be and is hereby appointed as an Independent Director of the Company to hold offi ce for 5 (fi ve) consecutive years for a term upto 31st March, 2019.



Mr. Ved Kumar Jain be and is hereby appointed as an Independent Director of the Company to hold offi ce for 5 (fi ve) consecutive years for a term upto 31st March, 2019.



Mr. K.N. Memani, a Non-executive Director of the Company, be and is hereby appointed as an Independent Director of the Company to hold offi ce for 5 (fi ve) consecutive years for a term upto 31st March, 2019.

KN Memani is a director on board of 11 companies (including four listed) including DLF. This is higher than the threshold provided under the Companies Act 2013. Although the Act has given companies a one-year window to comply,We expect companies to be proactive and start abiding by the spirit of the regulations at the earliest.We believe that the number of board directorships is inversely related to the amount of time that can be devoted to the issues of a single company


Dr. D.V. Kapur,a Non-executive Director of the Company, be and is hereby appointed as an Independent Director of the Company to hold offi ce for 5 (fi ve) consecutive years for a term upto 31st March, 2019.



Mr. B. Bhushan a Non-executive Director of the Company, be and is hereby appointed as an Independent Director of the Company to hold office for 5 (fi ve) consecutive years for a term upto 31st March, 2019.

B Bhushan has been on the board of the company for the last 25 years. The length of tenure is inversely proportionate to independence of a director. Due to the long association (>10 years) of B Bhushan in the board of the company, he is considered as non-independent.If the company believes that they benefit from B Bhushan serving on the board, it must appoint him on the board as a non-independent director and induct additional independent directors to ensure that the board composition is in line with the requirements of Clause 49 of the Listing Agreement


The consent of the members of the Company be and is hereby accorded to amend the Articles of Association of the Company, by inserting following new Article 2A after Article 2.

DLF proposes to insert an Article to authorize and empower the Company to carry out certain transactions, as permitted under the Companies Act, 2013 without there being any separate/specific Article in existing Articles of Association


To receive, consider and adopt the audited Balance Sheet as at 31st March, 2014 and Statement of Profi t and Loss Account for the fi nancial year ended on that date together with Report of the Board of Directors and Auditors thereon.


To declare Final Dividend for the Financial Year 2013-14.

MOIL has paid an interim dividend of Rs 4 per share and declared a final dividend of Rs3.0 per share of face value Rs 10.0 (total of Rs 7.5 per share), 36.4% higher than the Rs5.5 per share paid in FY13. While PAT has increased 24.3% from FY12 to FY14, dividendper share has increased by 50% from Rs 5.0 in FY12 to Rs 7.5 in FY14. The dividendpayout ratio has ranged from 24% to 29% in these three years.


To consider continuation of the appointment of Shri A.K. Mehra, Director (Commercial) (DIN: 01503228), as a Director liable to retire by rotation as per applicable provisions of the Companies Act, 2013, subject to terms and conditions as determined by the Government of India vide letter No. 1(6)/2006 RM-II dated 9.4.2007 and further order(s) in this regard, if any.


Confidential







July to September' 2014 01-Sep-14 BHARTI AIRTEL LIMITED MANAGEMENT For ABSTAIN Abstained as per Proxy Voting Policy

July to September' 2014 01-Sep-14 BHARTI AIRTEL LIMITED MANAGEMENT Declaration of dividend on equity shares. For FOR

July to September' 2014 01-Sep-14 BHARTI AIRTEL LIMITED MANAGEMENT For FOR







To authorise the Board of Directors to fi x remuneration of statutory auditors of the Company for the fi nancial year 2014-15 in compliance with the orders and directions of appointment by the Comptroller and Auditor-General of India.

V.K Surana & Co. has been the statutory auditor of the company since FY12. As per theprovisions of the Companies Act, 2013, while the auditors of a government company areto be appointed/re-appointed by the Comptroller and Auditor General (CAG) of India,the remuneration of the auditor has to be fixed by the company in the general meeting.MOIL is accordingly seeking approval from its shareholders to authorize the board to fixthe remuneration of the auditors in FY15. We observe that the auditor was paid auditfees of Rs.350,000 in FY14 (excluding tax and reimbursements) which is reasonable andnot materially significant considering the size of the company


M/s. Ujwal P. Loya & Co., Cost Accountants, Nagpur, (ICWA Registration No. 101399), the Cost Auditors appointed by the Board of Directors of the Company, to conduct the audit of the cost records of the of the Company for the fi nancial year ending 31st March, 2015, at a remuneration of `1,20,000/-

Their appointment is in line with all the statutory requirements


the consent of the members be and is hereby accorded for continuation of Ms. Sunanda Prasad (DIN: 06748166), as a Non-Offi cial Part-time Director of the Company

MOIL, being a Government Company, the Directors are appointed by the President of India in terms of provisions of Article 138 of its Article of Association.


the consent of the members be and is hereby accorded for continuation of Dr. A.K. Lomas (DIN: 01377523), as a Non-Offi cial Part-time Director of the Company

MOIL, being a Government Company, the Directors are appointed by the President of India in terms of provisions of Article 138 of its Article of Association. Accordingly, the GoI vide letter No. 1(6)/2012 RM-II dated 18 November 2013 has appointed Sunanda Prasad, Dr. A.K. Lomas, G.S. Grover and J.P. Dange as Independent Directors of the Company w.e.f. 18 November 2013, or a period of three years from the date of the letter or until further order of the GoI, whichever is earlier. In terms of the provisions of Section 150 of the Companies Act 2013, the appointments of these Directors are required to be approved by the company in the general meeting.


the consent of the members be and is hereby accorded for continuation of Shri G.S. Grover (DIN: 00057099), Non-Offi cial Part-time Director of the Company

MOIL, being a Government Company, the Directors are appointed by the President of India in terms of provisions of Article 138 of its Article of Association. Accordingly, the GoI vide letter No. 1(6)/2012 RM-II dated 18 November 2013 has appointed Sunanda Prasad, Dr. A.K. Lomas, G.S. Grover and J.P. Dange as Independent Directors of the Company w.e.f. 18 November 2013, or a period of three years from the date of the letter or until further order of the GoI, whichever is earlier. In terms of the provisions of Section 150 of the Companies Act 2013, the appointments of these Directors are required to be approved by the company in the general meeting.


the consent of the members be and is hereby accorded for continuation of Shri J. P. Dange (DIN: 01569430), Non-Offi cial Part-time Director of the Company, for a period of three years w.e.f. 18.11.2013 until otherwise decided by the Government of India through further orders

PMOIL, being a Government Company, the Directors are appointed by the President of India in terms of provisions of Article 138 of its Article of Association. Accordingly, the GoI vide letter No. 1(6)/2012 RM-II dated 18 November 2013 has appointed Sunanda Prasad, Dr. A.K. Lomas, G.S. Grover and J.P. Dange as Independent Directors of the Company w.e.f. 18 November 2013, or a period of three years from the date of the letter or until further order of the GoI, whichever is earlier. In terms of the provisions of Section 150 of the Companies Act 2013, the appointments of these Directors are required to be approved by the company in the general meeting.


To receive, consider and adopt the stand alone and consolidated financial statements of the Company for the financial year ended March 31, 2014


The total dividend including the dividend tax is Rs.8.4 bn. The dividend payout ratio during the last three years averaged ~10%.


Ms. Chua Sock Koong be and is hereby re-appointed as a Director of the Company liable to retire by rotation.

The reappointment of Ms Chua Sock Koong is in line with all the statutory requirements


Mr. Rajan Bharti Mittal be and is hereby re-appointed as a Director of the Company liable to retire by rotation.

The reappointment of Rajan Mittal is in line with all the statutory requirements


M/s. S. R. Batliboi & Associates LLP be and are hereby appointed as the Statutory Auditors of the Company for a period of three years subject to annual ratification by the members at every Annual General Meeting and at such remuneration as may be fixed by the Board of Directors.

Bharti proposes to re-appoint SR Batliboi & Associates LLP as the statutory auditor of the company for 3 years commencing from this AGM. SR Batliboi & Associates LLP has been auditing the company’s account since 2008. The reappointment is line with IiAS Voting Policy on Auditor Rotation and with the provisions of section 139 of the Companies Act 2013.


Sheikh Faisal Thani Al-Thani be and is hereby appointed as a Director of the Company, liable to retire by rotation.

The appointment of Sheikh Faisal is in line with all the statutory requirements


Mr. Bernardus Johannes Maria Verwaayen be and is hereby appointed as an Independent Director of the Company to hold office for a period of five consecutive years from the original date of appointment.

The appointment of Bernardus Verwaayen is in line with all the statutory requirements


Mr. Vegulaparanan Kasi Viswanathan be and is hereby appointed as an Independent Director of the Company to hold office for a period of five consecutive years from the original date of appointment.

The appointment of VK Viswanathan is in line with all the statutory requirements

Confidential







July to September' 2014 01-Sep-14 NTPC LIMITED Postal Ballot MANAGEMENT For FOR

July to September' 2014 01-Sep-14 NTPC LIMITED Postal Ballot MANAGEMENT For FOR

July to September' 2014 02-Sep-14 ING VYSYA BANK LIMITED Postal Ballot MANAGEMENT For FOR

July to September' 2014 02-Sep-14 ING VYSYA BANK LIMITED Postal Ballot MANAGEMENT For FOR

July to September' 2014 02-Sep-14 Postal Ballot MANAGEMENT For FOR


Mr. Dinesh Kumar Mit be and is hereby appointed as an Independent Director of the Company to hold office for a period of five consecutive years from the original date of appointment.

Appointment of Dinesh Mittal is in line with all the statutory requirements


Mr. Manish Santoshkumar Kejriwal be and is hereby appointed as an Independent Director of the Company to hold office for a period of five consecutive year from the original date of appointment.

The reappointment of Manish Kejriwal is in line with all the statutory requirements


Ms. Obiageli Katryn Ezekwesili be and is hereby appointed as an Independent Director of the Company to hold office for a period of three consecutive years from the original date of appointment.

The reappointment of Ms Obiageli Ezekwesili is in line with all the statutory requirements.


Mr. Craig Edward Ehrlich be and is hereby appointed as an Independent Director of the Company to hold office upto April 28, 2018.

The reappointment of Craig Ehrlich is in line with all the statutory requirements


Mr. Ajay Lal be and is hereby appointed as an Independent Director of the Company to hold office upto January 22, 2015.

The reappointment of Ajay Lal is in line with all the statutory requirements


Ratification of remuneration to be paid to M/s. R. J. Goel & Co., Cost Accountants, Cost Auditor of the Company the remuneration of Rs. 6,93,000/- plus service tax and reimbursement of out of pocket expenses.

The appointment of RJ Goel & Co is in line with all the statutory requirements. The proposed remuneration of Rs.693,000 is reasonable compared to the size and scale of operations.

Increase in borrowing limit of the company from Rs. 1,00,000 Crore to Rs. 1,50,000 Crore.

NTPC’s debt increased by ~35% to Rs 763 bn in the last three years. Debt-to-networth has remained unchanged at around 0.8x and debt-to-EBIDTA weakened marginally to 3.4x (3.1x) during this period. NTPC’s credit protection measures are healthy. The company’s bank loans are rated CRISIL AAA/CRISIL A1+, which denotes highest degree of safety regarding timely servicing of financial obligations. These instruments carry lowest credit risk.The company has plans to finance its capex by debt and equity in the ratio 70:30.Our recommendation takes into account the financial flexibility arising from NTPC’s large sovereign ownership, and its ability to raise funds from the domestic/foreign banking system and capital markets at competitive rates

Creation of Mortages and/ or charge over the movable/ immovable properties of the Company.

NTPC would need to create a charge on its assets to raise incremental debt: secured debt usually carries a lower interest cost than unsecured debt. This is linked to the Resolution #1.

The Bank, be and is hereby accorded to the borrowings by the Board of Directors of the Bank from time to time, of all moneys deemed by them to be requisite or proper for the purpose of carrying on the business of the Bank, so however, that apart from deposits accepted in the ordinary course of business, temporary loans repayable on demand, such that the total amount of such borrowings outstanding at any time shall not exceed an amount of Rs. 20,000 crore.

The bank has an existing borrowing limit of upto four times the aggregate of its paid-up capital and free reserves, which was approved by shareholders in September 2011. At the end of FY14, the bank’s paid-up capital and free reserves, excluding capital reserve and securities premium account, aggregated to Rs.24.5 bn. This gives the bank an overall borrowing threshold of Rs.98 bn. Given the debt of Rs.96.7 bn as on 31 March 2014, the bank does not have sufficient headroom to expand its business.The bank therefore proposes to increase the borrowing limit to Rs.200 bn. We observes that the bank is well capitalized - its capital adequacy ratio of 16.8% (tier I - 14.6%) is much higher than RBI’s minimum requirement of 9% (tier I – 6.5%). Further, ING Vysya’s debt is rated CRISIL AA/Stable/CRISIL A1+, which indicates high degree of safety regarding timely servicing of financial obligations

The Bank be and is hereby accorded to borrowings by the Board of Directors of the Bank from time to time, by way of issue of securities including but not limited to bonds and non-convertible debentures upto Rs. 700 crore.

In order to maintain capital adequacy and support balance sheet growth, the bank proposes to issue securities (including but not limited to bonds and non-convertible debentures), of upto Rs.7 bn.This is an enabling resolution. The issuance of all debt securities on private placement basis will be within the overall borrowing limit of the company


The Company be and is hereby accorded to the board of directors, for borrowing, from time to time, as it may consider fit, any sum or sum of monies from any entity / person whether or not the monice so borrowed. The ggregate of the paid-up capital shall not exceed Rs.150 Cr.

Shareholders of TVS Motor Company Ltd (TVS Motor) approved the borrowing limit up to Rs. 12.5 bn, through an ordinary resolution, in postal ballot held in June 2009. This approval is valid till September 2014. Hence, keeping in view funds requirement for future business plans the company is seeking shareholders’ approval to borrow upto Rs. 15.0 bn, This approval is also being sought to comply with Section 180(1)(c) of the Companies Act, 2013.As on 31 March 2014, TVS Motor had borrowings of Rs. 4.8 bn against an aggregate paid-up share capital and free reserves of Rs. 14.2 bn.TVS Motor’s has not leveraged its balance sheet in the past. Debt-equity levels have been around 0.5x and debt-EBIDTA have hovered around 2x. If the company raises debt to the full extent of the borrowing limit, credit protection measures will deteriorate from present levels, but continue to remain moderate. Additionally, we expect the company to continue to remain judicious in raising debt.

Confidential


July to September' 2014 02-Sep-14 MANAGEMENT For ABSTAIN Abstained as per Proxy Voting Policy

July to September' 2014 02-Sep-14 MANAGEMENT For FOR







July to September' 2014 03-Sep-14 CIPLA LIMITED MANAGEMENT For ABSTAIN Abstained as per Proxy Voting Policy

July to September' 2014 03-Sep-14 CIPLA LIMITED MANAGEMENT For FOR



July to September' 2014 03-Sep-14 CIPLA LIMITED MANAGEMENT For AGAINST






The Company, be and is hereby accorded to the board of directors, to mortgage and/or charge, in addition to the mortgages / charges created / to be created by the Company in such forms and manner and with such ranking and at such time and on such terms as the board may determine, including a floating charge on all or any of the movable/ immovable properties of the Company, both present and future and/or whole or any part of undertaking(s) of the Company in favour of the Lender(s), Agent(s) and Trustee(s), for securing the borrowings


JUBILANT INDUSTRIES LIMITED


To consider and adopt the Audited Financial Statements of the Company for the year ended March 31, 2014 including Balance Sheet of the Company as at March 31, 2014, the statement of Profit & Loss for the year ended on that date and the Reports of the Auditors and Directors thereon.



To appoint a Director in place of Mr. Shamit Bhartia (DIN 00020623) who retires by rotation and being eligible, offers himself for re-appointment.

His reappointment is in line with all statutory requirements



M/s. K. N. Gutgutia & Co., Chartered Accountants the Statutory Auditors,be and are hereby re-appointed as the Auditor of the company.




Ms. Shivpriya Nanda, be and is hereby appointed as an Independent Director of the Company.




Mr. R Bupathy, be and is hereby appointed as an Independent Director of the Company.




Mr. Ghanshyam Dass, be and is hereby appointed as an Independent Director of the Company.




Mr. Sushil Kumar Roongta, be and is hereby appointed as an Independent Director of the Company.




Dr. Ashok Mishra, be and is hereby appointed as an Independent Director of the Company.



To consider and adopt the audited financial statements of the Company including the Balance Sheet as at 31st March 2014, the Statement of Profit and Loss for the year ended on that date together with the reports of the Board of Directors and Auditors thereon.


To declare Dividend for the year ended 31st March 2014

Cipla Ltd (Cipla) proposes to pay dividend of Rs. 2.0 per equity share. Dividend pay-out ratio is at 13.7% in FY14 (12.5% in FY13).


To appoint a Director in place of Mr. M.K. Hamied (DIN: 00029084) who retires by rotation and being eligible, offershimself for re-appointment

MK Hamied’s reappointment is in line with all statutory requirements


To appoint a Director in place of Mr. S. Radhakrishnan (DIN: 02313000) who retires by rotation and being eligible, offers himself for re-appointment.

S Radhakrishnan’s reappointment is in line with all statutory requirements


M/s. V. Sankar Aiyar & Co., Chartered Accountants (Firm Reg. No. 109208W) and M/s. R.G.N. Price & Co., Chartered Accountants (Firm Reg. No. 002785S), be and are hereby reappointed as Joint Statutory Auditors of the Company.

V Sankar Aiyar & Co. has been Cipla’s joint statutory auditor for the past 5 years: their reappointment is in line with statutory requirements.RGN Price & Co. has been Cipla’s joint statutory auditor for the past 13 years. The reappointment of RGN Price & Co. is neither in line with our Voting Policy on Auditor Rotation nor follows the spirit of Section 139 of the Companies Act 2013. Under section 139 of the Companies Act 2013, an audit firm’s tenure may extend to a maximum of two consecutive terms of five years each (maximum 10 years). Although the Act has given companies a three-year window to comply, we expect companies to be proactive and start abiding by the spirit of the regulations at the earliest.Because the reappointment V Sankar Aiyar & Co and RGN Price & Co. are clubbed together in a single resolution, IiAS recommends voting AGAINST this resolution


Dr. H.R. Manchanda (DIN: 00024460), be and is hereby appointed as an Independent Director of the Company

HR Manchanda has been on the board of the company for the past 31 years. The length of tenure is inversely proportionate to the independence of a director. Due to HR Manchanda’s long association (>10 years) with the company, he is considered non-independent. If the company believes that it will benefit from HR Manchanda serving on the board, it should appoint him as a non-independent director, and appoint additional independent directors to ensure its board composition is compliant with Clause 49 of SEBI’s Listing Agreement.


Mr. V.C. Kotwal (DIN: 00024714), be and is hereby appointed as an Independent Director of the Company.

VC Kotwal has been on the board of the company for the past 25 years. The length of tenure is inversely proportionate to the independence of a director. Due to VC Kotwal’s long association (>10 years) with the company, he is considered non-independent.VC Kotwal attended only 43% of the board meetings held in FY14, and 60% of the board meetings held over the past three years. We expects directors to take their responsibilities seriously and attend all board meetings; else, at the very least, attend 75% of the board meetings held over a three year period.


Mr. Ashok Sinha (DIN: 00070477), be and is hereby appointed as an Independent Director of the Company.

Ashok Sinha’s reappointment is in line with all statutory requirements.


Dr. Peter Mugyenyi, be and is hereby appointed as an Independent Director of the Company.

Peter Mugyengyi’s appointment is in line with all statutory requirements

Confidential














July to September' 2014 03-Sep-14 MANAGEMENT For AGAINST






Mr. Adil Zainulbhai, be and is hereby appointed as an Independent Director of the Company.

Adil Zainulbhai’s appointment is in line with all statutory requirements


Mr. Subhanu Saxena, Managing Director of the Company, designated as “Managing Director and Global Chief Executive Officer.

Cipla seeks shareholders’ approval for the following revision in the remuneration terms of Subhanu Saxena: Remuneration to be denominated in GBP instead of USD Annual increase in basic salary up to 5%, instead of no change in remuneration for entire term of appointment Increase in accommodation and car allowance by 10% from January 2016.We find the revised terms of remuneration reasonable


Mr. Rajesh Garg, be and is hereby appointed as a Director of the Company

Rajesh Garg’s reappointment is in line with all statutory requirements.


The appointment of Mr. Rajesh Garg (DIN: 00785195) as Whole-time Director of the Company designated as “Executive Director and Global Chief Financial Officer”, with the benefit of continuity of service,between the Company and Mr. Rajesh Garg which agreement be and is hereby approved, ratified and confirmed.

Cipla seeks shareholders’ approval to appoint Rajesh Garg as Executive Director and Global CFO for a term of five years commencing from 1 April 2014. The proposed remuneration for FY15 aggregates Rs. 79 mn, which is comparable to industry peers


Mr. D.H. Zaveri, the Cost Auditor appointed by the Board of Directors of the Company to audit the cost records of pharmaceutical products manufactured by the Company for the financial year ending 31st March 2015, be paid the remuneration of Rs. 9,00,000 plus applicable taxes as well as the reimbursement of out of pocket expenses incurred for the purpose of cost audit.

The reappointment of DH Zaveri as Cost Auditors is in line with the statutory requirements

CONTAINER CORPORATION OF INDIA LIMITED


To receive, consider and adopt the Financial Statements of the Company for the year ended 31st March, 2014, including Balance Sheet as at 31st March, 2014, the Statement of Profit and Loss for the year ended on that date and the Reports of Board of Directors and Auditors thereon.



To confirm the payment of interim dividend and to declare final dividend on equity shares for the financial year ended 31st March, 2014.

Container Corporation of India Limited (‘CCI’) proposes a final dividend of Rs.5.3 per equity share for FY14. It has already paid an interim dividend of Rs.7.0 per equity share. The dividend payout ratio for FY14 is 28.5%.



To appoint a Director in place of Shri Harpreet Singh, Director (Projects & Services), who retires by rotation and being eligible, offers himself for reappointment.

Reappointment of Harpreet Singh is in line with all the statutory requirements



To appoint a Director in place of Shri Yash Vardhan, Director (International Marketing & Operations), who retires by rotation and being eligible, offers himself for reappointment.

Reappointment of Yash Vardhan is in line with all the statutory requirements



To take note of the appointment of M/s. Kumar Vijay Gupta & Co., Chartered Accountants, New Delhi as Statutory Auditors of the Company and fix their remuneration.

CCI proposes to change its statutory auditors and appoint Kumar Vijay Gupta & Co. The company’s previous auditors were Kumar Chopra & Associates: Kumar Chopra & Associates have been the company’s statutory auditors since 2013. Kumar Vijay Gupta & Co’s appointment is in line with our Voting Policy 2.1 on Auditor Rotation and with the requirements of Section 139 of the Companies Act 2013.



Shri Arvind Bhatnagar, Director be and is hereby appointed as Director of the Company and shall be liable to retire by rotation.

Appointment of Arvind Bhatnagar is in line with all the statutory requirements

JUBILANT FOODWORKS LIMITED


To receive, consider and adopt the Audited Financial Statements of the Company for the year ended March 31, 2014 including Balance Sheet as at March 31, 2014 and Statement of Profit and Loss for the year ended on that date and the Reports of the Board of Directors and Auditors thereon.



To appoint a Director in place of Mr. Hari S. Bhartia (DIN 00010499), who retires by rotation and, being eligible, offers himself for re-appointment.

Reappointment of Hari S. Bhartia is in line with all the statutory requirements



To appoint M/s S. R Batliboi & Co LLP, Chartered Accountants as Auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting at such remuneration as may be fixed by the Board.

Jubilant FoodWorks Limited (‘JFL’) proposes to reappoint S R Batliboi & Co as statutory auditors: S R Batliboi & Co have been JFL’s statutory auditors for the past 14 years. The reappointment is not in line with the spirit of Section 139 of the Companies Act 2013.Under section 139 of the Companies Act 2013, an audit firm’s tenure (including network firms) may extend to a maximum of two consecutive terms of five years each (maximum 10 years). Although the Act has given companies a three-year window to comply, we expect companies to be proactive and start abiding by the spirit of the regulations at the earliest.



Ms. Ramni Nirula be and is hereby appointed as an Independent Director of the Company and shall not be liable to retire by rotation.

Reappointment of Ms. Ramni Nirula is in line with all the statutory requirements



Mr. Arun Seth be and is hereby appointed as an Independent Director of the Company and shall not be liable to retire by rotation.

Reappointment of Arun Seth is in line with all the statutory requirements



Mr. Vishal Kirti Keshav Marwaha be and is hereby appointed as an Independent Director of the Company and shall not be liable to retire by rotation.

Reappointment of Vishal Marwaha is in line with all the statutory requirements



Mr. Phiroz Adi Vandrevala be and is hereby appointed as an Independent Director of the Company and shall not be liable to retire by rotation.

Reappointment of Phiroz Vandrevala is in line with all the statutory requirements

Confidential



July to September' 2014 04-Sep-14 BHARAT FORGE LIMITED MANAGEMENT For ABSTAIN Abstained as per Proxy Voting Policy

July to September' 2014 04-Sep-14 BHARAT FORGE LIMITED MANAGEMENT For FOR




July to September' 2014 04-Sep-14 BHARAT FORGE LIMITED MANAGEMENT For AGAINST








BHARAT PETROLEUM CORPORATION LIMITED

The consent of the company be and is hereby accorded to the Board of Directors to borrow any sum or sums of money from time to time, for the business of the company , may exceed the aggregate of the paid up share capital of the company and its free reserves provided however that the totak amount so borrowed and outstanding at any one time shall not exceed twice the net worth as per the latest availabe year end audit balance of the company.

Bharat Petroleum Corporation Limited’s (BPCL’s) shareholders, in December 2011, had approved the borrowing limit upto twice the networth of the company. Under the provisions of Section 180 of the Companies Act 2013, the company now seeks fresh approval from the shareholders for the same through a special resolution. The company also seeks shareholders’ approval to create charge mortgage on its various assets upto the approved limit.BPCL’s debt decreased by 6% to Rs 200 bn in the last three years. During this period, debt-to-networth and debt-to-EBIDTA improved to 1.0 (1.4x) and 2.1x (3.8x) respectively. The company’s bank loans are rated CRISIL AAA/Negative/ CRISIL A1+, which denotes highest degree of safety regarding timely servicing of financial obligations. These instruments carry lowest credit risk. Additionally, the company would need to create a charge on its assets to raise incremental debt: secured debt usually carries a lower interest cost than unsecured debt.Our recommendation takes into account the financial flexibility arising from BPCL’s large sovereign ownership, and its ability to raise funds from the domestic/foreign banking system and capital markets at competitive rates.IiAS recommends voting FOR the resolution


the provision of the Memorandum and articals of Assosiation of the company and subject to receipts of necessary approval as may be aplicable and such other approvals, permissions and sanctions as may be necessary including the approval of any long term lenders and trustees of Debentures holders, and subject to such conditions and modifications as may be prescribed or imposed by any of then while granting such approval, permisions and sanctions wchih may be agreed to by the board of Directors of the company, but not limited to subordinate/ bonds Debentures and or other debts securities ect during the period of one year from the date of passing of the resolutions by the memmber, within the overall borrowing limits of the company.

The issuance of debentures on private placement basis will be a part of borrowing program of the company discussed in Resolution#1.


To consider and adopt the audited Balance Sheet as at March 31, 2014, the Statement of Profit and Loss for the financial year ended as on that date and the reports of the Board of Directors and Auditors thereon.


To confirm the payment of an interim dividend and to declare a final dividend on Equity Shares for the financial year 2013-14.



To appoint a Director in the place of Mr. S. K. Chaturvedi (DIN: 02183147), who retires by rotation, and being eligible, offers himself for re-appointment

The reappointment of SK Chaturvedi is in line with all the statutory requirements


To appoint a Director in the place of Mr. B. P. Kalyani (DIN: 00267202), who retires by rotation, and being eligible, offers himself for re-appointment.

The reappointment of BP Kalyani is in line with all the statutory requirements


M/s. S R B C & Co. LLP , be and are hereby appointed as Statutory Auditors of the Company, in placeof retiring Auditors M/s. S.R. Batliboi & Co. LLP, Chartered Accountants.

Bharat Forge proposes to appoint SRBC & Co LLP as statutory auditors: SRBC & Co LLP is part of the E & Y audit network. Prior to this appointment, the company’s auditors for the past 2 years were SR Batliboi & Co: they are also part of the E & Y audit network. The appointment of SRBC & Co LLP is in line with our Voting Policy on Auditor Rotation and complies with the requirements of section 139 of the Companies Act 2013.


Mr. S. M. Thakore be and is hereby appointed as an Independent Director of the Company.

SM Thakore is on the board of the company for the past 18 years. The length of tenure tends to be inversely proportionate to the independence of a director. Due to his long association (>10 years) with the company, he is considered non-independent.However, if the company believes that it will benefit from SM Thakore serving on the board, they should appoint him as a non-independent director and induct additional independent directors to ensure that the board composition is in line with the requirements of Clause 49 of the Listing Agreement


Mr. P. G. Pawar, be and is hereby appointed as an Independent Director of the Company.

The reappointment of PG Pawar is in line with all the statutory requirements


Mrs. Lalita D. Gupte, be and is hereby appointed as an Independent Director of the company.

The reappointment of Ms. Lalita Gupte is in line with all the statutory requirements


Mr. P. H. Ravikumar, be and is hereby appointed as an Independent Director of the Company.

The reappointment of PH Ravikumar is in line with all the statutory requirements


Mr. Naresh Narad, be and is hereby appointed as an Independent Director of the Company.

The reappointment of Naresh Narad is in line with all the statutory requirements


Dr. Tridibesh Mukherjee, be and is hereby appointed as an Independent Director of the Company.

The reappointment of T Mukherjee is in line with all the statutory requirements


Mr. Vimal Bhandari, be and is hereby appointed as an Independent Director of the Company.

The reappointment of Vimal Bhandari is in line with all the statutory requirements


The re-appointment of Mr. Amit B. Kalyani as the Executive Director of the Company.

Amit Kalyani’s reappointment is in line with all statutory requirements. The proposed remuneration is ~47.9 mn, is comparable to industry peers.

Confidential








July to September' 2014 04-Sep-14 LINDE INDIA LIMITED Postal Ballot MANAGEMENT For FOR


The Company be and is hereby accorded to the Board of Directors of the Company to mortgage, hypothecate, create charge, pledge and/or also to create liens, floating charges and all other encumbrances of whatsoever nature on all or any of the Company’s immovable and movable properties, to mortgage, hypothecate, create charge, pledge and/or also to create liens, floating charges and all other encumbrances of whatsoever nature on all or any of the Company’s immovable and movable properties wherever situate, present and future, in such form and in such manner as the board may think fit and proper, in favour of any of the banks/Financial institutions/other lenders/trustees of the holders of securities, aggregating to a nominal value not exceeding Rs.30,000 millions.

The company needs to secure the additional borrowings (see resolution 15 below)


Company be and is hereby accorded to the Board of Directors to borrow moneys in excess of the aggregateof the paid up share capital and free reserves of the Company, provided that the total amount borrowed and outstanding at any point of time, apart from temporary loans obtained/to be obtained from the Company’s Bankers in the ordinary course of business, shall not be in excess of Rs.15,000 millions.

As on 31 March 2014, Bharat Forge’s standalone borrowing and net worth were Rs.20.0 bn and Rs.26.9 bn respectively. The company’s proposed borrowing limit is Rs.41.9 bn. Bharat Forge has maintained low debt levels in the past. Its debt programmes are rated ICRA AA/Stable/ICRA A1+, which denote high level of safety with regard to timely servicing of financial obligations. If the company borrows to the maximum extent of the limit, its debt protection measures will deteriorate, but remain at moderate levels


TheCompany calculated in accordance with the provisions, be paid to and distributed amongst the Directors of the Company or some or any of them (other than the Managing Director and Executive Directors) in such amounts or proportions and in such manner and in all respects as may be directed by the Board of Directors and such payments shall be made in respect of the profits of the Company.

Bharat Forge proposes to pay commission of upto 1% of net profit to the non-executive directors for each financial year. It is observed that the company has paid around 0.3% of net profit as commission to non-executive directors in last five years. It is expected that the company will pay commission in line with what it has paid on a historical basis. As a good governance practice, we expect the company to disclose a cap on the commission


The consent of the Company be and is hereby accorded for the payment of remuneration of `900,000/- (Rupees Nine Lacs only) plus Service Tax at the applicable rates and reimbursement of out of pocket expenses to M/s. Dhananjay V. Joshi & Associates, Cost Accountants, Pune (Firm Registration No. : 00030) 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, 2015.

The board has approved the appointment and remuneration to Dhananjay Joshi & Associates as cost auditor to conduct the audit of cost records of the company for FY15. As per Section 148 of Companies Act 2014, the remuneration of Rs.900,000 payable to cost auditors has to be ratified by shareholders of the company. Accordingly, consent of shareholders is sought through the ordinary resolution in order to ensure compliance with the said Section.


The Company be and is hereby accorded to the Board of Directors to enter into transaction/s of purchase/sale of goods / services, lease, transfer, assign with Kalyani Carpenter Special Steels Limited - Related Party, upto an estimated annual value of ` 20,000 millions, to be discharged in a manner and on such terms and conditions as may be mutually agreed upon between the Board of Directors of the Company and Kalyani Carpenter Special Steels Limited.

Bharat Forge supplies forged and machined components for automotive and industrial applications. The company needs speciality steel as one of the major raw material for the production. It buys majority of raw material requirement from Kalyani Carpenter Special Steels Ltd. The company is in close proximity of Bharat Forge, which benefits in just-in-time supplies.During FY14, the company purchased goods of Rs.9.4 bn and sold finished goods of Rs.1.5 bn to Kalyani Carpenter Special Steels. The related party transaction will enable the company to engage in buying/selling of goods. The aggregate value of transaction is proposed to be a maximum of Rs.20.0 bn annually for a period of 5 years commencing from 1 April 2014. The transactions are part of the company’s core business operations


Company be and is hereby accorded to the Board of Directors to enter into transaction/s of purchase/sale of goods / services, transfer, assign with Kalyani Steels Limited - Related Party, upto an estimated annual value of ` 20,000 millions, to be discharged in a manner and on such terms and conditions as may be mutually agreed upon between the Board of Directors of the Company and Kalyani Steels Limited.

Bharat Forge is engaged in buying speciality steels from Kalyani Steels Ltd. The company purchased goods of Rs.3.2 bn in FY14. Kalyani Steels is in close proximity of Bharat Forge, which benefits the company in just-in-time supplies. During FY14, the company purchased Rs.3.2 bn of goods from Kalyani Steel. The related party transaction will enable the company to engage in buying/selling of goods


Related party Transactions of the Company with Bharat Forge International Limited Companybe and is hereby accorded to the Board of Directors to enter into transaction/s of purchase/sale of goods /services, transfer, assign or otherwise etc., whether material or otherwise, for the period of five (5) financialyears with effect from April 1, 2014, of the Company with Bharat Forge International Limited - Related Party, upto an estimated annual value of ` 30,000 millions, to be discharged in a manner and on such terms and conditions as may be mutually agreed upon between the Board of Directors of the Company and Bharat Forge International Limited

Bharat Forge has been focussing on export market for business expansion and growth. For just-in-time deliveries to the international customers, the company is doing part of its business through Bharat Forge International Ltd (BFIL), a step down subsidiary. BFIL offers logistic and inventory management support for the company. The company sold goods of Rs.7.8 bn to BFIL in FY14

The consent of the Company be and is hereby granted to the Board of Directors of the Company for borrowing from time to time any sum or sums of money, which together with the monies already borrowed by the Company provided that the total amount so borrowed by the Board and outstanding at any one time shall not exceed the limit of Rs. 25,000 million.

Linde India’s leverage ratios are moderate at debt/net worth at 1.1x and debt/EBIDTA at 5.7x. Out of total debt as on 31 December 2013, debt of Rs. 10.1 bn is from Linde AG (ultimate holding company).Linde India’s debt programmes are rated CRISIL AA/Stable/CRISIL A1+, which denote high safety with respect to timely servicing of financial obligations.

Confidential








July to September' 2014 04-Sep-14 MANAGEMENT To declare a dividend. For ABSTAIN






The consent of the Company be and is hereby granted to the Board of Directors of the Company to create such charges, mortgages and hypothecations in addition to the existing charges, mortgages and hypothecations created by the Company, on such movable and immovable properties, comprising the whole, or substantially the whole, of any undertaking(s) of the Company, both present provided that the total amount of Loans together with interest thereon shall not at any time exceed the limit of Rs.15,000 million.


The consent of the Company be and is hereby granted to approve all contracts/agreements/arrangements whether existing or to be entered into by the Company in future from time to time with Linde AG borrowings and interest thereon and/or other related transactions that may be entered into on an ongoing basis in every fi nancial year subject to an aggregate limit of Rs.10,000 million.

Pursuant to Clause 49 of the Listing Agreement which will come into effect from 1 October 2014, the company seeks shareholders’ approval to enter into transaction with Linde AG on an ongoing basis in every financial year subject to an aggregate limit of Rs. 10 bn.Linde India relies on its parent Linde AG for technology and execution support. A large proportion of Linde India’s borrowings are also from the parent company. Linde India’s operational integration with its parent Linde AG is critical to its performance in the Indian market.

The Board shall provide for the safe custody of the Seal and the Seal shall never be used except by the authority previously given of the Board or a Committee of the Board authorised by the Board in that behalf and save as provided in Article 14 of the Articles of Association hereof at least one Director or the Company Secretary of the Company or such other offi cer as may be authorised by the Board shall sign every instrument to which the Seal is affi xed. Provided that any instrument bearing the Seal of the Company and issued for valuable consideration shall be binding on the Company notwithstanding any irregularity touching the authority of the Board to issue the same.

The company seeks shareholders’ approval to alter the existing Article 127 of the AoA of the company. On altering Article 127, it will allow common seal’s affixation in the presence of any one director or the company secretary or any other officer duly authorized by the Board, against presence of two directors, or one director and the company secretary of the company (as per existing Article 127).

Mr Aditya Narayan be and is hereby appointed as an Independent Director of the Company with effect from 1 October 2014 for a term of fi ve consecutive years and that he shall not be liable to retire by rotation.

Aditya Narayan’s reappointment is in line with all statutory requirements.

Mr Jyotin Mehta be and is hereby appointed as an Independent Director of the Company with eff ect from 1 October 2014 for a term of fi ve consecutive years and that he shall not be liable to retire by rotation.

Jyotin Mehta’s reappointment is in line with all statutory requirements

Mr Arun Balakrishnan be and is hereby appointed as an Independent Director of the Company with effect from 1 October 2014 for a term of fi ve consecutive years and that he shall not be liable to retire by rotation.

Arun Balakrishnan’s reappointment is in line with all statutory requirements

MANGALORE CHEMICALS AND FERTILISERS LIMITED


To consider and adopt the Balance Sheet as at March 31, 2014, the Profit & Loss Account for the year ended on that date and the reports of the Board of Directors and the Statutory Auditors.



Despite a marginal 5.2% increase in profits over FY13, Mangalore Chemicals andFertilisers (MCF) has maintained a constant dividend payout at Rs 1.2 per share.Dividend payment has been constant over the last three years mirroring the unchanged profits. Dividend payout ratio is at 24% to 25% over the last three years.



To appoint a Director in place of Mr. S R Gupte, (DIN 00109548) who retires by rotation and being eligible, offers himself for re-appointment.




M/s. K P Rao & Company, Chartered Accountants, (Registration Number 003135S), be and are hereby appointed as Auditors of the Company on such remuneration as may be fixed by the Board of Directors.

The reappointment is not with the spirit of section 139 of the Companies Act 2013. Althoughthe Act has given companies a three-year window to comply, we expect companies tobe proactive and start abiding by the spirit of the regulations at the earliest



Mr. Pratap Narayan (DIN 00016749), a non-executive Independent Director of the Company be and is hereby appointed as an Independent Director of the Company.

Pratap Narayan has been on MCF’s board for 11 years. We believe length of tenure isinversely proportionate to the independence of a director. Due to Pratap Narayan’s longassociation (>10 years) with the company, he is considered non-independent. If thecompany believes that it will benefit from Pratap Narayan serving on its board, it shouldappoint him as non-independent director



consent of the members be and is hereby accorded for the re-appointment of Mr. Deepak Anand (DIN 00011500) as Managing Director of the Company for a period of two years from 1.10.2014 or till the date he continues to be the nominee of the UB Group on the Board of the Company.




payment of remuneration of Rs. 1,00,000/- (Rupees one lakh only) exclusive of service tax and other statutory levies, if any, and reimbursement of actual expenses incurred on travel, accommodation and other out-of-pocket expenses to Mr. P R Tantri, Cost Accountant (Membership Number 2403), for conducting audit of cost records of the Company for the Financial Year 2014-15, be and is hereby ratified and confirmed

The appointment is in line with all the statutory requirements

Confidential



July to September' 2014 04-Sep-14 MANAGEMENT To declare dividend on equity shares. For FOR











the consent of the members be and is hereby accorded to the Board of Directors of the Company to borrow any sum or sums of money for the purposes of the Company at any time or from time to time, notwithstanding that the money or monies to be borrowed together with the monies already borrowed by the Company may exceed the aggregate for the time being of the paid-up capital of the Company and its free reserves, that is to say, reserves not set apart for any specific purposes, provided that the total amount so borrowed by the Company together with the amount already borrowed and outstanding shall not exceed Rs. 600,00,00,000/-

MCF has not provided any rationale for its borrowing limits. At the current debt level,MCF is just about a profitable company. The interest cover is 1.9 times and anyadditional debt will be a burden on the company.Shareholders must note that the Market Cap of the company is 8.2 bn, networth is 6.4 bnand debt is at Rs 15.3 bn. The leverage ratios of the company are very high (debt equityis 2.4x and debt EBIDTA is 6.9x) and if there are any increments in debt beyond this levelthe company may be unable to service interest + installments in the future.The financial risk profile of MCF is constrained on account of MCF’s large debt-fundedcapital expenditure (capex) and exposure to group companies

MARUTI SUZUKI INDIA LIMITED


To receive, consider and adopt the financial statements of the Company for the year ended 31st March 2014 including the audited Balance Sheet as at 31st March 2014, the statement of Profit and Loss for the year ended on that date and the reports of the Board of Directors and Auditors thereon.



Dividend payment has been steadily increasing in line with improving profitability.Dividend per share in FY14 was Rs.12 compared to Rs.8 in FY13. However, the dividendpayout ratio ranges between 11% - 14% which is low.



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.




To appoint a director in place of Mr. Kazuhiko Ayabe (DIN: 02917011), who retires by rotation and being eligible, offers himself for re-appointment.




M/s Price Waterhouse Chartered Accountants, the retiring auditors of the Company, be and are hereby re-appointed as the auditors of the Company

Price Waterhouse have been Maruti Suzuki India Limited’s (MSIL) statutory auditors for the past 12 years at least. The reappointment is not in line with the spirit of section 139 of the Companies Act 2013.Under section 139 of the Companies Act 2013, an audit firm’s tenure may extend to a maximum of two consecutive terms of five years each (maximum 10 years). Although the Act has given companies a three-year window to comply, we expect companies to be proactive and start abiding by the spirit of the regulations at the earliest



Mr. Toshiaki Hasuike, be and is hereby appointed as Director of the Company




Mr. Masayuki Kamiya, as Whole time Director designated as Director of the company.

Masayuki Kamiya was appointed as Director (Production) from 28 October 2013 for a period of three years. He resigned as director with effect from 30 July 2014.This resolution ratifies his appointment as director and the remuneration paid to him for the period between 28 October, 2013 and 30 July 2014MSIL has clarified that Masayuki Kamiya has moved to Japan on a different assignment within the Suzuki Motors Group, because of which his nomination waswithdrawn by SMC, and he ceased to be director on MSIL’s board.



Mr. Shigetoshi Torii as Whole time Director designated as Director of the company.

Shigetoshi Torii was appointed as Director (Production) with effect from 31 July 2014 fora period of three years. His proposed remuneration is, at the maximum, Rs. 43 mn perannum. We are of the opinion that the emuneration paid / proposed to be paid toShigetoshi Torii is commensurate with the size and complexity of the business, andcomparable to industry peers.



Mr. Toshiaki Hasuike, Joint Managing Director from Rs. 90 Lac per annum to Rs. 104.40 Lac per annum with effect from 1st April 2014.

Toshiaki Hasuike was appointed as Joint Managing Director with effect from 27 April2013 for a period of three years. MSIL seeks approval to increase his basic salary from Rs.9.0 mn to Rs. 10.4 mn. we believe the revised remuneration is comparable to industrypeers and commensurate with the size and performance of the company



The board of directors (which expression shall include a committee thereof) be and is hereby authorized to increase the remuneration of Mr. Kenichi Ayukawa, Managing Director and Chief Executive Officer from time to time as under.

Kenichi Ayukawa was appointed as the MD & CEO from 1 April 2013 for a period of threeyears. He was paid a remuneration of Rs 28.7 mn in FY14. MSIL seeks approval to give theBoard the authority to revise his remuneration from time to time within a proposedrange. MSIL has capped the absolute amount of the proposed salary at Rs. 71 mn.We are of the opinion that the remuneration paid / proposed to be paid to KenichiAyukawa is commensurate with the size and complexity of the business, and comparableto industry peers.

Confidential









July to September' 2014 04-Sep-14 MANAGEMENT To declare a Dividend For FOR











The board of directors (which expression shall include a committee thereof) be and is hereby authorized to increase the remuneration of Mr. Toshiaki Hasuike, Joint Managing Director from time to time as under.

Toshiaki Hasuike was paid a remuneration of Rs 24.6 mn in FY14. MSIL seeks approval togive the Board the authority to periodically revise his remuneration within a proposedrange. MSIL has capped the absolute amount of the proposed salary at Rs 57 mn.We are of the opinion that the remuneration paid / proposed to be paid to ToshiakiHasuike is commensurate with the size and complexity of the business, and comparableto industry peers.



The board of directors (which expression shall include a committee thereof) be and is hereby authorized to increase the remuneration of Mr. Kazuhiko Ayabe, Director and Managing Executive Officer (Supply Chain) from time to time as under.

Kazuhiko Ayabe was appointed as Director and Managing Executive Officer (SupplyChain) with effect from 28 April 2012 for a period of three years. He was paid aremuneration of Rs 21.7 mn in FY14. MSIL seeks approval to give the Board the authorityto periodically revise his remuneration within a proposed range. MSIL has capped theabsolute amount of the proposed salary at Rs 43 mn.We are of the opinion that the remuneration paid / proposed to be paid to KazuhikoAyabe is commensurate with the size and complexity of its business, and comparable toindustry peers



The approval be and is hereby accorded for the payment of commission to the non-executive directors of the Company (other than the Managing / Whole-time Directors) in addition to the sitting fee for attending the meetings of the board and committees thereof, not exceeding in aggregate one percent of the net profits of the Company as calculated in accordance with the provisions of Section 198 of the Companies Act, 2013 or Rs. 300 Lac, whichever is less in any one financial year.”

The total commission paid to all the non-executive directors has remained below 0.05%of the company’s net profit. Average commission paid for the last five years is Rs. 8.5 mn.MSIL has also placed a cap of Rs. 30 mn on the commission to be paid in any given year



Mr. Amal Ganguli, be and is hereby appointed as an independent director of the Company.

Amal Ganguli is on the board of 10 other public companies. MSIL has confirmed that hewill vacate his office as a Director on the Board of Tata Communications with effect from17 October 2014 after attaining the age of 75 years (as per the retirement policy fordirectors of Tata Communications). This will bring down his directorships to a total of 10public limited companies (including MSIL) of which 7 are listed, being the thresholdprescribed under Section 165 of the Companies Act 2014.



Mr. D.S.Brar, be and is hereby appointed as an independent director of the Company.




Mr. R.P.Singh, be and is hereby appointed as an independent director of the Company.




Ms. Pallavi Shroff, be and is hereby appointed as an independent director of the Company.

Pallavi Shroff has attended 33% of the board meetings held in FY14 and 52% (9 of 17board meetings) of the board meetings held over the past three years. We expectdirectors to take their responsibilities seriously and attend all board meetings; else, at thevery atleast 75% of all board meetings over a three year period

UNITED BREWERIES LIMITED


To receive and consider the Accounts for the year ended March 31, 2014, and the Reports of the Auditors andDirectors thereon



United Breweries Limited (‘UBL’) proposes a final dividend of Re.0.9 per equity share for FY14. The dividend payout ratio for FY14 is 13.5%.



To appoint a Director in the place of Mr. A K Ravi Nedungadi, who retires by rotation and, being eligible, offershimself for re-appointment

Reappointment of A K Ravi Nedungadi is in line with all the statutory requirements



To appoint Auditors Messrs S.R. Batliboi & Associates LLP and fix their remuneration

The tenure of the statutory auditor is less than 10 years, which is in line with the provisions of the Companies Act, 2013



Mr. Roland Pirmez be and is hereby appointed as a Director of the Company liable to retire by rotation

Appointment of Roland Pirmez is in line with all the statutory requirements



Mr. Chhaganlal Jain be and is hereby appointed as an Independent Director of the Company

Chhaganlal Jain has been on the board of the company for the past 11 years. We believe that the length of tenure is inversely proportionate to the independence of a director. Due to the long association (>10 years) of Chhaganlal Jain with the company, he is considered non-independent.If the company believes that it will benefit from Chhaganlal Jain serving on the board, it should appoint him as a non-independent director and induct additional independent directors to ensure that the board composition is in line with the requirements of Clause 49 of the Listing Agreement



Mr. Chugh Yoginder Pal be and is hereby appointed as an Independent Director of the Company

Reappointment of Chugh Yoginder Pal is in line with all the statutory requirements.



Mr. Sunil Alagh be and is hereby appointed as an Independent Director of the Company

Reappointment of Sunil Alagh is in line with all the statutory requirements.



Ms. Kiran Mazumdar Shaw be and is hereby appointed as an Independent Director of the Company

Reappointment of Kiran Mazumdar Shaw is in line with all the statutory requirements



Mr. Madhav Bhatkuly be and is hereby appointed as an Independent Director of the Company

Reappointment of Madhav Bhatkuly is in line with all the statutory requirements

Confidential






July to September' 2014 05-Sep-14 USHA MARTIN LIMITED Postal Ballot MANAGEMENT For AGAINST







Mr. Stephan Gerlich be and is hereby appointed as an Independent Director of the Company

Stephan Gerlich attended only 50% of the board meetings held in FY14, and 36% of the board meetings held over the past three years. We expect directors to take their responsibilities seriously and attend all board meetings or, at the very least, attend 75% of the board meetings held over a three year period.



To borrow moneys from any Bank(s) and / or any Public Financial Institution(s) as defined under Section 2(72) of the Companies Act, 2013, shall not exceed Rs.2,500 Crore or equivalent thereof in foreign exchange at any one time

The borrowing limit of Rs.25bn does not include ‘temporary loans’ as described under Companies Act 2013. This means that the Rs.25 bn related to long term loans – short term loans and non-fund based facilities may be raised in addition to this borrowing limit. UBL’s outstanding debt on March 31, 2014 was Rs.12.7 bn at standalone and consolidated basis.UBL’s credit protection measures have been healthy in the past. Debt/equity levels have hovered around 0.7x and debt/ EBITDA has been around 2x in the recent past. UBL’s bank loans are rated ICRA A/Positive/ICRA A1+ which reflects adequate safety with regard to timely servicing of financial obligations.We believe companies need to provide shareholders with granular detail about the need and usage of the incremental debt when presenting a borrowing resolution. Moreover, companies must approach shareholders for an increase in borrowing resolution as and when they need it, rather than get a large limit approved. Therefore, we have flagged this resolution to carry transparency risk.



Articles of Association (“AoA”) of the Company be and are hereby altered appropriately by making such modifications, substitutions, or deletions so as to be compliant and in conformity with the Act and the Regulations appearing herein below be approved as the amended Regulations in modification, substitution, alteration or exclusion of such existing Regulations in the AoA of the Company where required

UBL proposes to amend the Articles of Association (AoA) to delete/amend the references to various sections and schedules of the Companies Act, 1956 and to substitute them with the provisions of Companies Act, 2013



Company, be paid at the discretion of the Board of Directors, every year a remuneration up to one percent of the net profits of the Company

The board is seeking approval of shareholders to fix payment of commission to Non-Wholetime Directors at an amount not exceeding 1% of the profits



Company be and is hereby accorded to Mr. Umesh Hingorani, a relative of Dr. Vijay Mallya, Chairman of the Company

Reappointment of Umesh Hingorani is in line with all the statutory requirements. The remuneration proposed for Umesh Hingorani is commensurate with the size and performance of the business.

Special Resolution to authorize the Board of Directors to borrow up to Rs. 7,500 Corres and to create mortgage / charge for securing the borrowings / loans as mentioned hereinabove.

As on 31 March 2014, Usha Martin’s standalone borrowing was Rs.34.5 bn and net worth was Rs.15.2 bn. The company seeks approval for a borrowing limit of Rs.75.0 bn. The company is highly leveraged both on standalone and consolidated basis.Investors should note that the company’s financial performance has declined over the previous year. On a standalone basis the company had incurred a loss of Rs.0.3 bn in FY14 v/s a profit of Rs.0.1 bn in FY13. Further during the quarter ended 30 June 2014, total income declined 8.9% to Rs.9.2 bn from Rs.10.1 bn in the previous quarter. The company incurred a loss of Rs.0.4 bn during the quarter v/s a loss of Rs.0.3 bn in the previous quarter.Given the size of the company, the proposed borrowing limit is significantly higher than loans outstanding as at 31 March 2014. At the maximum proposed limit the debt to equity ratio will be ~7x.We expect corporates to give granular details on the utilization plans. The companies should increase their borrowing limit gradually and approach shareholders each year for any further increase in limit with adequate disclosure.The company’s long term debt programs are rated IND A+/Negative, which while denoting adequate level of safety with regard to timely servicing of financial obligations, also


Adoption of new Articles of Association of the Company.

The existing articles of the company are based on Table A of Schedule I of the Companies Act, 1956. As per the company, several regulations in the existing AoA contain references to specific sections of the Companies Act, 1956 and some regulations in the existing AoA are no longer in conformity with the Act. The company is considering it expedient to replace the existing AoA by an entirely new set of articles (Table F of Schedule I of Companies Act, 2013). The new Article of Association of the company will be in conformity with the Companies Act 2013


Borrowings mony(ies) for the purpose of business of the Company.

As on 31 March 2014, UltraTech’s standalone borrowing and net worth were Rs.52.0 bn and Rs.170.9 bn respectively. The company’s proposed borrowing limit is Rs.190.9 bn. UltraTech has maintained low debt levels in the past. Its debt programmes are rated CRISIL AAA/Stable/CRISIL A1+, which denotes highest degree of safety with regard to timely servicing of financial obligations.


Creation of security on the properties of the Company, both present and future, in favour of lenders.

The company needs to create charge on the assets to secure the additional borrowings


Issuance of Non-Convertible Debentures on Private Placement basis.


Confidential


July to September' 2014 05-Sep-14 Postal Ballot MANAGEMENT For AGAINST

July to September' 2014 05-Sep-14 Postal Ballot MANAGEMENT For AGAINST

July to September' 2014 05-Sep-14 DLF LTD Postal Ballot MANAGEMENT For Abstain









Payment of commission to Non-Executive Directors of the Company.

In 2010, UltraTech had taken shareholders’ approval to pay commission to the non-executive directors aggregating upto 1% of net profit of company for a period of 5 years. The company now proposes to pay commission of upto 1% of net profit for each financial year w.e.f. FY15.The board of the company has eleven non-executive directors. The total commission received by two promoters, Kumar Mangalam Birla and Mrs. Rajashree Birla aggregated to ~1% of net profit during the last four years. Commission paid to the other non-executive directors aggregated upto 0.1% of net profit. Considering the size and scale of business and complexity, we believe the commission amount is fair.


Authorisation to the Board of Directors of the Company for borrowings upto Rs. 5,000 million pursuant to Section 180(1)© of the Company Act,2013.

Jubilant is highly leveraged on consolidated basis. As on 31 March 2014, its debt was Rs.2.4 bn and networth was Rs.1.7 bn. Its FY14 debt to networth is 1.4x and has a negative EBIDTA. Incremental debt is likely to impact the debt servicing ability of the company.Investors should note that the proposed borrowing limit is over 2 times higher than the consolidated borrowings as at 31 March 2014. In such cases, we expect corporates to give granular details on the utilization plans. The companies should increase their borrowing limit gradually and approach shareholders each year for any further increase in limit with adequate disclosure.Jubilant’s debt programmes are rated IND BBB-/Stable/IND A3, which denotes moderate degree of safety regarding timely servicing of financial obligations. Incremental debt is likely to impact the leverage profile of the Company


Authorisation to the Board of Directors of the company for creation of mortgage and/or charge on the Company's properties upto Rs. 10000million pursuant to Section 180(1)(a) of the Companies Act,2013 for securing the borrowings of the company, its subsidiary, associate and/or joint venture companies(present and future)

As we recommend voting AGAINST additional borrowings, we are recommending voting AGAINST this resolution

The consent of the Company be and is hereby accorded to the Board of Directors to borrow from time to time any sums of money, which together with money already borrowed by the Company may exceed the aggregate of the paid-up share capital and free reserves of the Company, provided that the total amount borrowed and outstanding at any point of time shall not exceed Rs. 30,000 crore.


The consent of the Company be and is hereby accorded to the Board of Directors to create charge, mortgage, hypothecation or other encumbrances, if any, in addition to the existing charges, mortgages and hypothecations created by the Company on such movable and immovable properties, both present and future and in such form and manner for securing the borrowings or fund/ non-fund based facilities including debentures/ bonds/ rupee/ foreign currency loans whether partly/ fully convertible/ non-convertible/ securities linked to shares/ bonds with share warrants availed/to be availed by the Company and/or its subsidiary(ies)/af liate(s)/ associate(s) or other person(s).


The consent of the Company be and is hereby accorded to the Board of Directors to give, from time to time, any loan(s), advances, deposits to any person, company(ies) or other body corporate or other securities of any other body corporate(s), upto an aggregate amount not exceeding Rs. 20,000 crore notwithstanding that the individual/ aggregate of the loans or guarantees or securities, so given or to be given and/or securities acquired or to be acquired by the Company.


The consent of the Company be and is hereby accorded to the Board of Directors to offer or invite subscriptions for secured/unsecured redeemable Non-convertible Debentures (NCDs) including subordinated debentures, bonds and/or other debt securities etc., in one or more series/tranches upto an aggregate amount of Rs. 5,000 crore on private placement basis and on such terms and conditions as the Board may, from time to time, determine and consider proper and beneficial to the Company.


GRASIM INDUSTRIES LIMITED


To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2014 and the Statement of Profi t and Loss for the year ended 31st March, 2014 and the Reports of the Board of Directors’ and the Auditors’ thereon.



To declare dividend on Equity Shares for the year ended 31st March, 2014.

Grasim Industries Limited (‘Grasim’) proposes a final dividend of Rs.21.0 per equity share for FY14. The dividend payout ratio for FY14 is 22.4%.



To appoint a Director in place of Mrs. Rajashree Birla (DIN: 00022995), who retires from offi ce by rotation and, being eligible, offers herself for re-appointment.

Reappointment of Rajashree Birla is in line with all the statutory requirements



To appoint a Director in place of Mr. D.D. Rathi (DIN: 00012575), who retires from offi ce by rotation and, being eligible, offers himself for re-appointment.

Reappointment of DD Rathi is in line with all the statutory requirements

Confidential












M/s. G.P. Kapadia & Co. and M/s. Deloitte Haskins & Sells LLP, be and are hereby re-appointed as the Joint Statutory Auditors of the Company at a remuneration of Rs. 57,50,000/- plus service tax as applicable and reimbursement of actual out-of-pocket expenses as may be incurred.

Grasim proposes to reappoint G.P. Kapadia & Co. and Deloitte Haskins & Sells as joint statutory auditors: G.P. Kapadia & Co. and Deloitte Haskins & Sells have been Grasim’s joint statutory auditors for the past 15 and 5 years respectively. The reappointment of Deloitte Haskins & Sells is in line with all statutory requirements.The tenure of GP Kapadia & Co is over 10 years. The reappointment is not in line with the spirit of Section 139 of the Companies Act 2013. Under section 139 of the Companies Act 2013, an audit firm’s tenure (including network firms) may extend to a maximum of two consecutive terms of five years each (maximum 10 years). Although the Act has given companies a three-year window to comply, We expect companies to be proactive and start abiding by the spirit of the regulations at the earliest.Since the reappointments of both auditors has been clubbed into one resolution, we recommend voting AGAINST this resolution



M/s. Vidyarthi & Sons be and are hereby re-appointed as the Branch Auditors of the Company, to audit the Accounts in respect of the Company’sVikram Woollens Division at Malanpur at a remuneration of Rs. 1,00,000/- plus service tax as applicable and reimbursement of actual out-of-pocket expenses as may be incurred.

Grasim seeks shareholder’s approval to reappoint Vidyarthi & Sons as branch auditors. The branch auditors will be responsible for auditing the accounts of Vikram Woollens Division at Malanpur, Madhya Pradesh



Mr. Cyril Shroff be and is hereby appointed as an Independent Director of the Company to hold offi ce for 5 (five) consecutive years and is not liable to retire by rotation.

Cyril Shroff has been on the board of the company for the past 14 years. We believe that the length of tenure is inversely proportionate to the independence of a director.Due to the long association (>10 years) of Cyril Shroff with the company, he is considered non-independent.If the company believes that it will benefit from Cyril Shroff serving on the board, it should appoint him as a non-independent director and induct additional independent directors to ensure that the board composition is in line with the requirements of Clause 49 of the Listing Agreement.



Mr. B. V. Bhargava be and is hereby appointed as an Independent Director of the Company to hold offi ce for 5 (five) consecutive years, not liable to retire by rotation.

B V Bhargava has been on the board of the company for the past 17 years. We believe that the length of tenure is inversely proportionate to the independence of a director. Due to the long association (>10 years) of B V Bhargava with the company, he is considered non-independent.If the company believes that it will benefit from B V Bhargava serving on the board, it should appoint him as a non-independent director and induct additional independent directors to ensure that the board composition is in line with the requirements of Clause 49 of the Listing Agreement



Dr. Thomas M Connelly be and is hereby appointed as an Independent Director of the Company to hold offi ce for 5 (five) consecutive years, not liable to retire by rotation.

Reappointment of Thomas M Connelly is in line with all the statutory requirements



Mr. M. L. Apte be and is hereby appointed as an Independent Director of the Company to hold offi ce for 5 (five) consecutive years, not liable to retire by rotation.”

ML Apte has been on the board of the company for the past 27 years. We believe that the length of tenure is inversely proportionate to the independence of a director. Due to ML Apte’s long association (>10 years) with the company, he is considered non-independent.If the company believes that it will benefit from ML Apte serving on the board, it should appoint him as a non-independent director and induct additional independent directors to ensure that the board composition is in line with the requirements of Clause 49 of the Listing Agreement



Mr. R. C. Bhargava be and is hereby appointed as an Independent Director of the Company to hold offi ce for 5 (five) consecutive years,not liable to retire by rotation.

RC Bhargava has been on the board of the company for the past 14 years. We believe that the length of tenure is inversely proportionate to the independence of a director. Due to the long association (>10 years) of RC Bhargava with the company, he is considered non-independent.If the company believes that it will benefit from RC Bhargava serving on the board, it should appoint him as a non-independent director and induct additional independent directors to ensure that the board composition is in line with the requirements of Clause 49 of the Listing Agreement



The re-appointment of Mr. Adesh Kumar Gupta as the Whole Time Director and Chief Financial Offi cer (CFO) of the Company for the period and upon the terms as to remuneration and perquisites as set out below with liberty to the Board.

Reappointment of Adesh Gupta is in line with all the statutory requirements. The remuneration proposed for Adesh Gupta is in line with his industry peers, and commensurate with the size and performance of the business.



M/s. R. Nanabhoy & Co for the conduct of the audit of the cost records of the Company, be and is hereby ratifi ed and confi rmed theremuneration of Rs. 2,05,000 plus service tax as applicable and reimbursement of actual travel and out-of-pocket expenses.

The board has approved the appointment and remuneration to Nanabhoy & Co as cost auditor for FY15

Confidential




July to September' 2014 06-Sep-14 NHPC LIMITED Postal Ballot MANAGEMENT For FOR



July to September' 2014 09-Sep-14 SJVN LIMITED MANAGEMENT For ABSTAIN Abstained as per Proxy Voting Policy

July to September' 2014 09-Sep-14 SJVN LIMITED MANAGEMENT For FOR






The consent of the Company be and is hereby accorded to the Board of Directors to borrow moneys in excess of the aggregate of the paid up share capital and free reserves of the Company, provided that the total amount borrowed and outstanding at any point of time, apart from temporary loans obtained / to be obtained from the Company’s Bankers in the ordinary course of business, shall not be in excess of Rs. 1,000 Crore over and above the aggregate of the paid up share capital and free reserves of the Company.

Credit protection measures are currently healthy and reflected in the outstanding CRISIL AAA/Stable/CRISIL A1+ rating on their bank loans. If the company were to raise the entire debt, its credit protection measures would deteriorate but remain at moderate levels.



The consent of the Company be and is hereby accorded to the Board of Directors which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this resolution to mortgage and / or charge any of its movable and / or immovable properties whether shareholders of the Company or not, for securing the long term, short term and medium term borrowings of the Company issued / to be issued by the Company as also deferred sales tax loans availed / to be availed by various Units of the Company as may be approved by the members under Section 180(1)(c) of the Companies Act, 2013 whether shareholders of the Company or not and / other agencies, etc in respect of the said loans / borrowings / debentures/ securities / deferred sales tax loans and containing such specifi c term and conditions and covenants in respect of the enforcement of the security as may be stipulated in that behalf and agreed to between the Board whether shareholders of the Company or not, etc.

The Board proposes to create charge/ mortgage on the assets of the company which enables the company to raise secured debt. Secured loans have easier repayment terms, less restrictive covenants and marginally lower interest rates. This is with reference to the ratification of borrowing limit as discussed in Resolution 14 above.



The draft regulations contained in the Articles of Association submitted to this meeting be and the same are hereby approved and adopted in substitution, and to the entire exclusion, of the regulations contained in the existing Article of Association of the Company.

Grasim proposes to amend the Articles of Association (AoA) to delete/amend the references to various sections and schedules of the Companies Act, 1956 and to substitute them with the provisions of Companies Act, 2013

Authorization to the Board of Directors for mortaging and/ or creating charge on all or any of the movable and immovable properties of the company for securing borrowing for the purpose of the company.

The resolution enables the company to provide security for its borrowings. Secured loans typically have easier repayment terms, less restrictive covenants, and marginally lower interest rates

The Company be and is hereby accorded in favour of the Board of Directors of the Company for borrowing from time to time any sum or sums of money, which together with the monies already borrowed by the Company (apart from temporary loans obtained from the bankers of the Company in the ordinary course of business) shall not exceed in aggregate at any time of Rs. 30,000 crore.

NHPC proposes to increase the borrowing limit to Rs 300 bn from the existing limit of Rs 260 bn. This is to meet the capital expenditure requirements of the company. Currently four projects are under construction with installed capacity of 3290 MW and 9 projects having installed capacity of 7300 MW is awaiting clearances and four projects are in the pipeline.As on 31 March 2014, consolidated debt stood at Rs 202.9 bn, debt/equity at 0.72 x and debt/EBIDTA at 3.9x. Standalone debt at the end of the year stood Rs 200.7 bn, debt/equity at 0.77 x and debt/EBIDTA at 5.3 x. The company’s debt facilities are rated ‘CRISIL AA+/Positive’. The leverage ratios have been stable in the last three years.Our vote takes into account the financial flexibility arising from NHPC’s large sovereign ownership, and its ability to raise funds from the domestic/foreign banking system and capital markets at competitive rates

The Company, approval of the Member(s) be and is hereby accorded to authorize the Board of Directors of the Company to offer or invite subscriptions for Secured / Unsecured Redeemable Non-Convertible Debentures / Bonds, in one or more series / tranches, aggregating up to Rupees 2,500 Crore.

The issuance of debt securities on private placement basis will be within the overall borrowing limit of the company.


To receive, consider and adopt the Audited Financial Statements of the Company for the year ended 31st March, 2014 including the Balance Sheet and Statement of Profit and Loss for the financial year ended as on that date together with Reports of the Board of Directors and Auditors thereon.


To declare Final Dividend for the financial year 2013-14.

SJVN Limited (‘SJVN’) proposes a final dividend of Re.0.98 per equity share for FY14. The dividend payout ratio for FY14 is 42.6%.


To appoint a Director in place of Shri Raghunath Prasad Singh [DIN 01894041], who retires by rotation and being eligible, offers himself for re-appointment.

Reappointment of Raghunath P Singh is in line with all the statutory requirements


To appoint a Director in place of Shri Ramesh Narain Misra [DIN 03109225], who retires by rotation and being eligible, offers himselffor re-appointment.

Reappointment of Ramesh N Misra is in line with all the statutory requirements


The remuneration of `75,000/-plus Service Tax as applicable plus Out of pocket expenses incurred in connection with the cost audit to be paid to M/s Balwinder & Associates, Cost Accountants, New Delhi, CostAuditors of the Company for the financial year 2014-15, as approved by the Board of Directors of the Company, be and is hereby ratified.”

The appointment of Balwinder & Associates as cost auditors is in line with all the statutory requirements. The proposed remuneration of Rs.75,000 (plus service tax and out of pocket expenses) is reasonable compared to the size and scale of operations.

Confidential

July to September' 2014 09-Sep-14 AMBUJA CEMENTS LIMITED Postal Ballot MANAGEMENT For FOR

July to September' 2014 09-Sep-14 I T C LIMITED Postal Ballot MANAGEMENT For FOR




July to September' 2014 09-Sep-14 I T C LIMITED Postal Ballot MANAGEMENT For AGAINST

July to September' 2014 09-Sep-14 I T C LIMITED Postal Ballot MANAGEMENT For AGAINST


July to September' 2014 10-Sep-14 ACC LIMITED MANAGEMENT For FOR

July to September' 2014 10-Sep-14 ACC LIMITED MANAGEMENT For AGAINST







Alterations to the Objects Clause of Memmorandum of Associations of the company.

Ambuja Cements seeks shareholders’ approval to alter the Object Clause of Memorandum of Association (MoA) of the company by inserting two new clauses i.e. Clause 3 and Clause 4 in its MoA.Ambuja Cements co-processes industrial and non-industrial waste from different industries as alternative fuel. It also co-processes biomass in its kilns and thermal power plant. The company carries out waste treatment activities under the guidance of its promoter Holcim. The purpose of carrying out such activities is to maximize the efficiency and reduce the fuel cost.Ambuja Cements provides value added services to architects, engineers, contractors etc in the fields of modern construction technique, better application of cement and concrete, customer support. The company provides these services through its knowledge centres at various locations (‘Ambuja Knowledge Centre’).As the aforementioned activities are not covered under the MoA of the company, as per Section 13 of the Companies Act, 2013, the company is required to take shareholder approval to insert the clauses in MoA in order to undertake these activities.Overall, this will not have any impact on the company’s main business i.e. manufacturing of cement and we believe that the company’s focus on following resource-efficient practices

Appointment of Mr. Anil Baijal as Independent Director of the company.

Reappointment of Anil Baijal is in line with all the statutory requirements

Appointment of Mr. Arun Duggal as Independent Director of the company.

Appointment of Arun Duggal is in line with all the statutory requirements

Appointment of Mr. Serajul Haq Khan as Independent Director of the company.

Reappointment of S H Khan is in line with all the statutory requirements

Appointment of Mr. Sunil Behari Mathur as Independent Director of the company.

Reappointment of S B Mathur is in line with all the statutory requirements.

Appointment of Mr. Pillappakkam Bahukutumbi Ramanujam as Independent Director of the company.

P B Ramanujam has been on the board of the company for the past 15 years. We believe that the length of tenure is inversely proportionate to the independence of a director. Due to the long association (>10 years) of P B Ramanujam with the company, he is considered non-independent.If the company believes that it will benefit from P B Ramanujam serving on the board, it should appoint him as a non-independent director and induct additional independent directors to ensure that the board composition is in line with the requirements of Clause 49 of the Listing Agreement

Appointment of Mr. Sahibzada Syed Habib-ur-rehman as Independent Director of the company.

S S H Rehman has been long associated with the ITC group: He joined ITC in 1979 beginning a three decade association with the Company. He was appointed Managing Director of erstwhile ITC Hotels Limited in 1994. In our opinion, past executives who have worked with the company in management roles for more than five years shouldn't be treated as independent.If the company believes that it will benefit from S S H Rehman serving on the board, it should appoint him as a non-independent director and induct additional independent directors to ensure that the board composition is in line with the requirements of Clause 49 of the Listing Agreement

Appointment of Ms. Meera Shankar as Independent Director of the company.

Reappointment of Meera Shankar is in line with all the statutory requirements


Appointment of Mr N S Sekhsaria as an Independent Director to hold office for a term of five years.

NS Sekhsaria has been on the board of the company for the past 14 years. But, the company’s management changed in 2006 - therefore, his association with the company under the Holcim leadership extends to only 8 years. To that extent, we can consider NS Sekhsaria as independent and his reappointment is in line with statutory guidelines.


Appointment of Mr Shailesh Haribhakti as an Independent Director to hold office for a term of five years.

Shailesh Haribhakti is a Managing Partner of Haribhakti & Co. He is on the board of 10 listed companies. This is higher than the threshold prescribed under section 165 of the Companies Act 2013. Although there is a window period of one year to comply, we believe companies and directors must be proactive and start abiding by the spirit of the regulations at the earliest.We note that his audit firm Haribhakti & Co has a strategic relationship with DB Desai & Co. DB Desai & Co are the tax auditors of the company. As per the Companies Act 2013, an independent director should not be an employee or a partner of a firm of auditors, any legal firm or consulting firms of the company. Given his relationships with the company’s tax audit firm, we view him as non-independent.


Appointment of Mr Sushil Kumar Roongta as an Independent Director to hold office for a term of five years.

Sushil Kumar Roongta’s reappointment is in line with all statutory requirements


Appointment of Mr Ashwin Dani as an Independent Director to hold office for a term of five years.

Ashwin Dani’s reappointment is in line with all statutory requirements


Appointment of Mr Farrokh Kavarana as an Independent Director to hold office for a term of five years.

Farrokh Kavarana’s reappointment is in line with all statutory requirements


Appointment of Mr Arun Kumar Gandhi a as a Director of the Company.

Arunkumar Gandhi’s appointment is in line with all statutory requirements


Appointment of Ms Falguni Nayar as a Director of the Company.

Ms. Falguni Nayar’s appointment is in line with all statutory requirements


Appointment of Mr Harish Badami as a Director of the Company.

Harish Badami’s appointment is in line with all statutory requirements (Also refer Resolution#9)

Confidential


July to September' 2014 10-Sep-14 WELSPUN CORP LIMITED Postal Ballot MANAGEMENT For FOR

July to September' 2014 10-Sep-14 WELSPUN CORP LIMITED Postal Ballot MANAGEMENT For FOR

July to September' 2014 10-Sep-14 SHOPPERS STOP LIMITED Postal ballot MANAGEMENT For FOR



July to September' 2014 10-Sep-14 COAL INDIA LIMITED MANAGEMENT For ABSTAIN Abstained as per Proxy Voting Policy

July to September' 2014 10-Sep-14 COAL INDIA LIMITED MANAGEMENT For FOR



Appointment of Mr Harish Badami as the Chief Executive officer & Managing Director of the Company for a period of five years and is hereby hereby authorized to do all such acts, deeds, matters and things as may be considered necessary..

Harish Badami holds a B.Tech. degree from IIT Mumbai and a MBA degree from IIM Calcutta. He has over 25 years of experience in the chemical industry with multinational companies viz ICI, Rohm & Hass/Dow Chemicals and Celanese Chemicals India Private Limited. He was the President and MD of Dow Chemicals during 2009-2011 and MD of Celanese Chemicals India Pvt Ltd.ACC seeks shareholders’ approval to appoint Harish Badami as CEO & MD of the company for a period of five years effective 13 August 2014. Based on the disclosures, his proposed remuneration is expected to be around Rs 63.9 mn. His remuneration is comparable to industry peers

Company be and is hereby accorded to mortgage, pledge and/or charge by the Board ofDirectors of the Company of all any of the immovable and/or movable properties of the Company, wherever situated, both present and future, or the whole or substantially the whole of the undertaking or undertakings of the Company on such terms, in such form and in such manner as the Board of Directors may think fit, together with power to take over the management of the business and concern of the Company. the principal amount of Loans shall not exceed 9,500 Crore .

Welspun Corp’s shareholders had approved borrowing upto Rs.25 bn in 2005. The company now seeks fresh approval from the shareholders for a borrowing limit of Rs.25.0 bn over and above the networth under Section 180 of the Companies Act, 2013.The resolution for the proposed borrowing limit does not include ‘temporary loans’ as defined under Section 180(1)(c) of Companies Act 2013: this means that the company may raise short term debt, working capital, and all debt that is repayable on demand, in addition to the proposed borrowing limit.The proposed borrowing limit is a rolling limit. Based on 31 March 2014 financial statements, the current borrowing limit aggregates Rs. 44.5 bn. It is 1.75x the current debt levels. At the highest borrowing limit the debt to equity ratio will be ~2.3x.Both on standalone and consolidated basis the company’s leverage ratios are at moderate level.

The Board of Directors of the Company be and is hereby authorized to borrow from time to time all such sums of money as the Board may deem necessary for the purpose of business of the Company notwithstanding that moneys to be borrowed together with the moneys already borrowed by the Company shall exceed the aggregate of the paid up capital of the company and its free reserve, the total amount of borrowings shall not exceed paid up capital and its free reserve plus Rs.2500Crore.

The company seeks shareholder approval to create charge on assets for loans aggregating Rs. 95.0 bn: this includes all temporary loans as defined under section 180(1)(a) of the Companies Act 2013.

Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as “the Board” which term shall be deemed to include any Committee(s) constituted/to be constituted by the Board) for borrowing from time to time any sum of money which together with the money already borrowed by the Company may exceed the aggregate of the paid up share capital of the Company and its free reserves, provided that the total amount so borrowed by the Board shall not exceed Rs.1,000 crores

Providing financial support to its loss making subsidiaries has increased the company’s reliance on borrowed funds, which has led to a marginal deterioration of its leverage profile. The company’s debt has increased to Rs.4.5 bn at a standalone level (as against a networth of Rs.7.3 bn) and to Rs.6.4 bn at a consolidated level in FY14 (against a networth of Rs.4.9 bn).However, IiAS recognizes that these subsidiaries are still in their gestation periods and till the time they break even, Shoppers Stop will have to continue providing financial assistance to them. The company’s short term CP program is rated CRISIL A1: Instruments with this rating are considered to have very strong degree of safety regarding timely servicing of financial obligations.

To create such charge, mortgage, pledge, encumbrance and hypothecation in addition to the existing charge, mortgage, encumbrance and hypothecation created by the Company, money payable by the Company in respect of said Loans, shall not exceed Rs. 1,000 crores

The terms of borrowing, interest rates etc. for secured loans tend to be better than those for unsecured loans

To approve payment of remuneration to Mr. Govind Shrikhande, Managing Director of the Company for the financial year 2014-15, 2015-16 and for the period from April 1, 2016 to July 28, 2016

In September 2013, Govind Shrikhande was reappointed as the MD of Shoppers Stop for a period of 3 years w.e.f 1 July 2013. He was paid a total remuneration of Rs.36.9 mn in FY14, which exceeds the 5% net profit threshold stipulated under the Companies Act 2013.The company now proposes to pay upto Rs.45.1 mn and Rs.49.4 mn in FY15 and FY16 respectively, irrespective of the company’s performance. Given the low profitability, it is expected that the proposed remuneration for the next two financial years will continue to remain above the statutory threshold.We observe that the proposed pay is in line with the growing size of SSL and the remuneration paid to other industry peers.


To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2014, Profi t and Loss Account for the financial year ended on that date, together with the Reports of the Statutory Auditor, Comptroller and Auditor General of India and Directors’ Report


To confi rm payment of Interim dividend paid on equity shares for the Financial Year 2013-14 as dividend for the year 2013-2014.

Coal India declared a special dividend of Rs.29.0 per equity share of Rs.10.0 each in January 2014 that resulted in an aggregate cash outflow of Rs. 190.8 bn. Given that the FY14 dividend payout was at 127%, Coal India paid some part of the dividend from reserves. We believe that Coal India has sufficient liquidity to absorb this special dividend – it does not have a material impact on the company’s financial profile


To appoint a Director in place of Dr. A. K Dubey [DIN-02766755] who retires by rotation in terms of Article 33(d) ofthe Articles of Association of the Company and being eligible, offers himself for reappointment


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Dr. R.N. Trivedi as a candidate for the offi ce of a Director of the Company be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation

His reappointment in in line with all statutory requirements.


Shri Alok Perti as a candidate for the offi ce of a Director of the Company be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation



Shri C. Balakrishnan as a candidate for the offi ce of a Director of the Company be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation



Dr Noor Mohammad as a candidate for the offi ce of a Director of the Company be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation



Shri Shri Prakash as a candidate for the offi ce of a Director of the Company be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation



Prof. Indranil Manna as a candidate for the offi ce of a Director of the Company be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation



Cost Auditors appointed by the Board of Directors of the Company, to conduct the audit of the cost records of the Company for the fi nancial year ending March 31 ,2015, be paid remuneration as set out in the Statement annexed to the notice convening this meeting

As per Section 148 of Companies Act 2013, the remuneration of Rs.201,094 payable to Musib & Co for FY15 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.


Articles of the 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 Articles of Association of the Company

The existing Articles of Association (AoA) are based on the Companies Act, 1956 and several regulations in the existing AoA contain references to specific sections of the Companies Act, 1956. Some regulations in the existing AoA are no longer in conformity with the Companies Act, 2013. The proposed alteration in the AoA will help the company to comply with the Companies Act 2013 and the revised Clause 49 of the SEBI Guidelines

GUJARAT FLUOROCHEMICALS LIMITED


To receive, consider and adopt the Audited Standalone and Consolidated Financial Statements including Profit and Loss Account for the year ended 31st March, 2014, the Balance Sheet and Cash Flow Statement as at that date, the report of the Auditors thereon and the report of the Board of Directors.




Breaking away from the past, GFL did not declare an interim dividend this year. The company’s performance, both at a standalone level and at a consolidated level, was significantly weaker in FY14 compared to FY13. Nevertheless, the company decided to maintain its dividend and declared a final dividend of Rs.3.50 per share. Consequently, the dividend payout ratio in FY14 increased to 60 – it was 11% in FY13



To appoint a Director in place of Shri Deepak Asher (DIN: 00035371) who retires by rotation and being eligible offers himself for re-appointment.

The reappointment of Deepak Asher is in line with all the statutory requirements



To appoint Auditors to hold office from the conclusion of this Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration.

Gujarat Fluorochemicals Limited (GFL) proposes to reappoint Patankar & Associates as statutory auditors: Patankar & Associates have been GFL’ statutory auditors for the past 17 years. The reappointment is not in line with the spirit of Section 139 of the Companies Act 2013.Under section 139 of the Companies Act 2013, an audit firm’s tenure may extend to a maximum of two consecutive terms of five years each (maximum 10 years). Although the Act has given companies a three-year window to comply, we expect companies to be proactive and start abiding by the spirit of the regulations at the earliest.



Shri Shailendra Swarup be and is hereby appointed as an Independent Director of the Company.

Shailendra Swarup is on the board of the company for the past 26 years. The length of tenure tends to be inversely proportionate to the independence of a director. Due to his long association (>10 years) with the company, he is considered non-independent.However, if the company believes that it will benefit from Shailendra Swarup serving on the board, they should appoint him as a non-independent director and induct additional independent directors to ensure that the board composition is in line with the requirements of Clause 49 of the Listing Agreement



Shri Om Prakash Lohia be and is hereby appointed as an Independent Director of the Company.

OP Lohia attended 50% of the board meeting held in FY14, and 50% of the board meetings held over the past three years. we expect directors to take their responsibilities seriously and attend all board meetings; else, at the very least, 75% of the board meetings held over a three-year period



Dr. S Rama Iyer be and is hereby appointed as an Independent Director of the Company.

The reappointment of Dr. Rama Iyer is in line with all the statutory requirements



Shri Shanti Prasad Jain be and is hereby appointed as an Independent Director of the Company.

The reappointment of Shanti Prasad Jain is in line with all the statutory requirements

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July to September' 2014 11-Sep-14 MANAGEMENT For Abstain Abstained as per Proxy Voting Policy




Shri Dinesh Kumar Sachdeva be re-appointed, as Whole-time Director of the Company

Dinesh Sachdeva is the whole-time directors of the company since 2007. He has not attended any of the four board meetings held in FY14, and has attended less than 15% of the board meetings held over the past three years. we expect executive directors to take their responsibilities seriously and attend all board meetings.



Shri Jitendra Singh Bedi be re-appointed, as Whole-time Director of the Company.

Jitendra Singh Bedi is the Whole-time Director of the company since 2006. He attended 25% of the board meeting held in FY14, and less than 15% of the board meetings held over the past three years. we expect executive directors to take their responsibilities seriously and attend all board meetings. Jitendra Singh Bedi has not attended any of the company’s AGM in the past three years.



Shri Paresh Nanubhai Trivedi (DIN: 02559529) be appointed, as Whole-time Director of the Company.

Paresh Trivedi has resigned from the board with effect from 27 June 2014. His appointment was in line with all statutory requirements. He received Rs.2.6 mn as remuneration during his tenure of 8 months in the company. This is comparable to the industry peers.



The Company be hereby accorded to the Board of Directors borrowing from time to time and in any manner, any sum or sums of money upon such terms and conditions and with or without security as the Board may in its absolute discretion think fit, notwithstanding that the money to be borrowed together with the money already borrowed by the Company will exceed the aggregate of its paid-up share capital and free reserves, apart from the temporary loans obtained or to be obtained from time to time from the Company’sBankers/Lenders in the ordinary course of business, provided however that the sums so borrowed and remainingoutstanding onaccount of principal amount shall not, at any time, exceed Rs. 50,00,00,00,000/- (Rupees Five Thousand Crores only).”

As on 31 March 2014, GFL’s standalone borrowing was Rs.7.0 bn and net worth was Rs.25.2 bn. The company seeks approval for a borrowing limit of Rs.50.0 bn.The company’s debt programs are rated CRISIL AA-/Stable/CRISIL A1+, which denotes high level of safety with regard to timely servicing of financial obligations.The company has maintained low debt level in the past. On a standalone basis the borrowings were Rs.7.0 bn; hence the company has significant room for further borrowing at the present approved limit. At the maximum proposed limit the debt to equity ratio will be ~2x.It is possible that the company may need to raise debt to fund the capital expenditure towards the expansion of its wind energy business. The company is gradually increasing its focus on wind energy business. On a consolidated basis, the revenue from the ‘Wind energy segment’ increased significantly from Rs.10.6 bn in FY13 (29% of total revenue) to Rs.15.7 bn in FY14 (42% of total revenue). As on 31 March 2014, Inox Renewables Ltd, subsidiary of the company operates ~213.1 MW on wind capacity, making it one of the large wind power producers of the country. The company is planning to install ~1000 MWs of wind energy assets in the next few years.



The Company be and is hereby accorded to the Board of Directors to sell, lease or otherwise dispose of whole or substantially the whole of undertaking of the Company or where the Company owns more than one undertaking provided that the total amount of Loans together with interest thereon, additional interest, compound interest, liquidated damages, commitment charges, premia on prepayment or on redemption, costs, charges, expenses and all other monies payable by the Company in respect of the said Loans, for which such charges, mortgages or hypothecations are created, shall not, at any time exceed the limit of Rs. 50,00,00,00,000/- (Rupees Five Thousand Crores only).”

The company needs to secure the additional borrowings (refer resolution #12 above)



The remuneration of Rs. 2,40,000/- (Rupees Two Lacs Forty Thousand Only) plus service tax as applicable and reimbursement of out of pocket expenses, at actual, as approved by Board of Directors of the Company, to be paid to M/s. Kailash Sankhlecha & Associates, Cost Auditors (Membership no M / 12055) of the Company.

The board has approved the appointment and remuneration to Kailash Sankhlecha & Associates as cost auditor to conduct the audit of cost records of the company for FY15. As per Section 148 of Companies Act 2014, the remuneration of Rs.240,000 payable to cost auditors has to be ratified by shareholders of the company. Accordingly, consent of shareholders is sought through the ordinary resolution in order to ensure compliance with the said Section.



Shri Devendra Kumar Jain (DIN: 00029782 ), Director of the Company be paid remuneration by way of commission commencing from the financial year 2014-15, of an amount equal to one percent of the net profits of the Company to be computed in accordance

Devendra Jain, promoter, is the non-executive Chairman of the company. He is associated with the company as non-executive director for the last 26 years. He has over 50 years of experience in business management and international trade. Based on FY14 net profit, the maximum commission payable to Devendra Jain amounts to Rs.7.4 mn. This is in addition to the sitting fees he receives for attending meetings.



The other approvals, consents, permissions and sanctions of authorities as may be necessary, consent of the Company be and is given to the Board of Directors to enter into the following transactions continuing as on date and also to renew these transactions from time to time at anytime in future.

The company proposes to make related party transaction with the subsidiaries, joint ventures, and promoter group companies as a part of its ongoing operations for FY15. During FY14, the subsidiaries of companies had a turnover of Rs.22.9 bn and profits of Rs.1.2 bn. The major related party transactions involve sales of goods to the 100% subsidiaries of the company.

ADITYA BIRLA NUVO LIMITED


To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2014 and the Statement of Profit and Loss for the year ended on that date, the Report of the Directors and the Auditors thereon.



To declare and sanction the payment of Dividend on equity shares and on preference shares of the Company for the financial year 2013-14.

Despite a 60% increase in profits over FY13, Aditya Birla Nuvo Ltd. (ABNL) has increased its equity dividend only by 25% from Rs 6.5 in FY13 to Rs 7.0 per share in FY14. Dividend payment has been increasing over the last three years, but the pace is much slower than the growth in profits. Dividend payout ratio is low and has fallen from20% in FY12 to 15% in the current year. The total outgo on account of preference dividend is Rs 0.1 mn.

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To appoint a Director in place of Mrs. Rajashree Birla (DIN: 00022995), who retires from office by rotation and being eligible, offers herself for re-appointment.




To appoint a Director in place of Mr. B. L. Shah (DIN: 00017357), who retires from office by rotation and being eligible, offers himself for re-appointment.




M/s. Khimji Kunverji & Co.be and are hereby appointed as the Joint Statutory Auditors of the Company, and is hereby authorised to fix their remuneration for the said period and reimbursement of actual out-of-pocket expenses, as may be incurred in the performance of their duties.

Khimji Kunverji & Co. have been ABNL’s joint statutory auditors for the past 16 years at least. The reappointment is not in line with the spirit of section 139 of the Companies Act 2013. Under section 139 of the Companies Act 2013 (see Box 4 below); an audit firm’s tenure may extend to a maximum of two consecutive terms of five years each (maximum 10 years). Although the Act has given companies a three-year window to comply, we expect companies to be proactive and start abiding by the spirit of the regulations at the earliest.



1)M/s. Khimji Kunverji & Co. be and are hereby appointed as the Branch Auditors of the Company to audit the accounts in respect of the Company’s Insulators Division at Rishra and Halol,and is hereby authorised to fix their remuneration for the said period and reimbursement of actual out-of-pocketexpenses, as may be incurred in the performance of their duties. 2) M/s. Khimji Kunverji & Co. (Reg. No. 105146W), Chartered Accountants and M/s. K. S. Aiyar & Co. (Reg. No. 100186W) be and are hereby, appointed as the Joint Branch Auditors of the Company to audit the accounts in respect of the Company’s Indian Rayon Division at Veravaland is hereby authorised to fix their remuneration for the said period and reimbursement of actual out-of-pocket expenses, as may be incurred in the performance of their duties. 3)M/s. Deloitte Haskins & Sells be and are hereby, appointed as the Branch Auditors of the Company to audit the accounts in respect of the Company’s Madura Fashion & Lifestyle Division at Bengaluru and is hereby authorised to fix their remuneration for the said period and reimbursement of actual out-of-pocket expenses, as may be incurred in the performance of their duties.

Shareholders to note that the above auditors have been the branch auditors of ABNL for 13+ years. Under section 139 of the Companies Act 2013 (see Box 4 below); an audit firm’s tenure may extend to a maximum of two consecutive terms of five years each (maximum 10 years). Although the Act has given companies a three-year window tocomply, we expect companies to be proactive and start abiding by the spirit of the regulations at the earliest



S. R. Batliboi & Co. LLP., Chartered Accountants be and are hereby, appointed as the Joint Statutory Auditors of the Company and is hereby authorised to fix their remuneration for the said period and reimbursement of actual out-ofpocket expenses, as may be incurred in the performance of their duties.

ABNL proposes to appoint SRBC & Co. LLP as the other joint statutory auditor. Prior to appointing SRBC & Co. LLP, the company’s joint auditors were S R Batliboi & Co, since 2003: they are also part of the E&Y audit network. Therefore, audit firms belonging to the E&Y group will be ABNL’s statutory auditors for over ten years. The appointment is not in line with the spirit of section 139 of the Companies Act 2013.Under section 139 of the Companies Act 2013 (see Box 4 below), an audit firm’s (which includes firms within the same audit network) tenure may extend to a maximum of two consecutive terms of five years each (maximum 10 years). Although the Act has given companies a three-year window to comply, we expect companies to be proactive and start abiding by the spirit of the regulations at the earliest.



M/s. S. R. Batliboi & Co. LLP, Chartered Accountants be and are hereby, appointed as the BranchAuditors of the Company to audit the accounts in respect of the Company’s Jaya Shree Textiles (JST) Division, Rishra and Indo Gulf Fertilisers (IGF) Division, Jagdishpur,be and is hereby authorised to fix their remuneration for the said period and reimbursement of actual out-of-pocket expenses, as may be incurred in the performance of their duties.

Shareholders to note that the above audit network have been the branch auditors of ABNL for 13+ years. S R Batliboi & Co, have been the branch auditors since 2000 atleast: they are also part of the E&Y audit network. Therefore, audit firms belonging to the E&Y group will be ABNL’s branch auditors for over ten years. The appointment is not in line with the spirit of section 139 of the Companies Act 2013.Under section 139 of the Companies Act 2013 (see Box 4 below), an audit firm’s (which includes firms within the same audit network) tenure may extend to a maximum of two consecutive terms of five years each (maximum 10 years). Although the Act has given companies a three-year window to comply, we expect companies to be proactive and start abiding by the spirit of the regulations at the earliest



Ms. Tarjani Vakil be and is hereby appointed as an Independent Director of the Company to hold office for a term of 5 consecutive years.

Tarjani Vakil has been on ABNL’s board for 14 years. We believe length of tenure is inversely proportionate to the independence of a director. Due to Tarjani Vakil’s long association (>10 years) with the company, she is considered non-independent. If the company believes that it will benefit from Tarjani Vakil serving on its board, it should appoint her as non-independent director

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Mr. P. Murari be and is hereby appointed as an Independent Director of the Company to hold office for a term of 5 consecutive years.

P. Murari has been on ABNL’s board for 14 years. We believe length of tenure is inversely proportionate to the independence of a director. Due to P. Murari’s long association (>10 years) with the company, he is considered non-independent. P. Murari is also on the board of over 10 public limited companies, which is higher than the threshold prescribed under section 165 of the Companies Act 2013. Although the Act has given a one-year window to comply, we expect companies and directors to be proactive and start abiding by the spirit of the regulations at the earliest. He has attended 25% of the board meetings held in FY14 and 41% (7 of 17 board meetings) of the board meetings held over the past three years. We expect directors to take their responsibilities seriously and attend all board meetings; else, at the very least 75% of all board meetings over a three year period



Mr. Subhash Chandra Bhargava be and is hereby appointed as an Independent Director of the Company to hold office for a term of 5 consecutive years.

S. C. Bhargava is on the board of over 10 public limited companies, which is higher than the threshold prescribed under section 165 of the Companies Act 2013. Although the Act has given a one-yearwindow to comply, we expect companies and directors to be proactive and start abiding by the spirit of the regulations at the earliest



Mr. Gian Prakash Gupta be and is hereby appointed as an Independent Director of the Company to hold office for a term of 5 consecutive years.




Mr. Baldev Raj Gupta be and is hereby appointed as an Independent Director of the Company to hold office for a term of 5 consecutive years.

B. R. Gupta has been on ABNL’s board for 14 years. We believe length of tenure is inversely proportionate to the independence of a director. Due to B. R. Gupta’s long association (>10 years) with the company, he is considered non-independent. If the company believes that it will benefit from B. R. Gupta serving on its board, it shouldappoint him as non-independent director.



The appointment of Mr. Lalit Naik (DIN: 02943588) as the Managing Director of the Company for theperiod and upon the following terms and conditions including remuneration, with further liberty to the Board of Directors, for a period of five years with the liberty to either party to terminate the appointment on three months’ notice in writing to the other and neither party will have any claim against the other for damages or compensation by reason of such termination subject to retirement by rotation.Basic Salary: Rs 7,79,200/- subject, however, to a ceiling of Rs 14,00,000/- Special allowance: Rs 7,53,000/- subject, however, to a ceiling of Rs 20,00,000/- Performance Bonus linked to the achievement of targets, as may be decided by the Board from time to time, subject to a maximum of Rs 3,00,00,000/- Long-term Incentive Compensation/ Employee Stock Option as per theplan applicable to the Senior Executives of the Company/Aditya Birla Group including that of any parent/subsidiary company as may be decided by the Board from time to time.

With the expiry of the term of Dr. Rakesh Jain from 30 June 2014, the board of ABNL appointed Lalit Naik as Managing Director of the Company, for a period of five years witheffect from 1 July 2014, subject to shareholder approval. Dr. Rakesh Jain was paid a remuneration of Rs 68.8 mn in FY14, a growth of 6% over that of FY13. We believe Lalit Naik’sproposed remuneration will be commensurate with the size and complexity of thebusiness, and comparable to industry peers



The appointment of Mr. Sushil Agarwal as the Whole-time Director of the Company for a period of five years be subject to retirement by rotation; provided further that such retirement shall not affect the tenure of his appointment as the Whole-time Director of the Company, which continues to be for a period of five years.

Sushil Agarwal was appointed as Whole-time Director of the Company at the Annual General Meeting of the Company held on 28 September 2011. The office of Sushil Agarwal was not liable to retire by rotation in terms of said resolution.In order to comply with the provisions of Section 152 of the Companies Act, 2013 ABNL proposes to re-constitute the composition of its Board in a manner that it comprises of 2/3rd of the total number of directors whose period of office is liable to determination by retirement of directors by rotation. Hence, ABNL proposes to vary the terms of appointment of Sushil Agarwal to make him liable to retire by rotation in terms of section 152 of the Companies Act, 2013



Mr. Sushil Agarwal, the Whole-time Director of the Company, be and is hereby re-appointed as a Director of the Company, liable to retire by rotation.




The Non-Executive Directors of the Company be paid, remuneration by way of commission, in addition to the sitting fee for attending the meetings of the Board of Directors or Committees thereof, as the Board of Directors may from time to time determine, not exceeding in aggregate one percent of the Net Profits or such other percentage of Net Profits of the Company for each financial year.

The total commission paid to all the non-executive directors ranges from 0.5% - 1% of the company’s net profit over the last four years ans is in line with standards.



The approval of the members be and is hereby accorded to the Board of Directors of the Company for making one or more offer(s) or invitation(s) to subscribe to Non-Convertible Debentures in one or more series/tranches, during a period of one year the overall borrowing limits of the Company as approved by the members from time to time, on a private placement basis, on such terms and conditions as the Board of Directors of the Company may, from time to time, determine and consider proper and most beneficial to the Company including as to when the said Debentures be issued, the consideration for the issue, utilization of the issue proceeds and all matters connected with or incidental thereto.

The NCDs will be carved out of the company’s overall borrowing limits.

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July to September' 2014 11-Sep-14 AMBUJA CEMENTS LIMITED MANAGEMENT For FOR

July to September' 2014 11-Sep-14 AMBUJA CEMENTS LIMITED MANAGEMENT For AGAINST




The Articles of Association submitted to this Meeting duly initialed by the Company Secretary be and are hereby approved and adopted in substitution, and to the entire exclusion, of the regulations contained in the existing Ar ticles of Association of the Company.

ABNL proposes to adopt a new set of Articles of Association, in substitution for, and tothe exclusion of, the existing Articles of Association (which are based on the CompaniesAct 1956) of the Company, in order to make its Articles of Association in tandem withthe Companies Act 2013



The consent of the Company be and is hereby accorded, to the Board of Directors of the Company to create a mortgage and/or charge on such terms and conditions and at such time(s) and in such form and manner and with such ranking as to priority, as the Board in its absolute discretion thinks fit, on the whole or substantially the whole of the Company’s under takings or of all the undertakings, including the present and/or future proper ties, whether movable or immovable as may be agreed to in favour of the Banks/Financial Institutions/Trustees/Other Investors, hereafter referred to as lenders and/ or debenture trustees and/or trustees up to an aggregate amount not exceeding Rs 1,500 Crore only, over and above the aggregate of the paid up capital and free reserves, to secure the term loan facility/debentures/bonds, to be issued in one or more tranches, other instrument(s) including foreign currency borrowings tied up/to be tied up by the Company together with interest on the principal amounts, compound interest, additional interest, liquidated damages, accumulated interest, premium on prepayment or on redemption, commitment charges, costs, charges, expenses, remuneration of agent(s)/trustee(s) at the respective agreed rates, if any, and all other monies payable by the Company to the

Following the notification of Section 180(1)(a) of the Companies Act 2013, the company seeks shareholder approval via special resolution to create a charge on its assets to secure borrowings. The charge on assets will be created in favour of lenders – banks, financial institutions, trustees for debenture holders; for any banking, financial or other borrowing facilities or arrangements availed or to be availed by the Company to the extent of Rs 15 bn (over and above the paid-up capital and free reserves of the company). The terms of borrowing, interest rates etc. for secured loans tend to be betterthan those for unsecured loans



The consent of the Company be and is hereby granted to the Board of Directors of the Company, to borrow for and on behalf of the Company, from time to time as they may consider fit, any sum or sums of money, in any manner and without prejudice to the generality thereof, by way of loans, advances, credits, acceptance of deposits or otherwise in Indian Rupees or any other foreign currency, from any bank(s) or financial institution(s), other person or persons and whether the same be unsecured or secured, and if secured, whether by way of mortgage, charge, hypothecation, pledge or otherwise in any way whatsoever, on, or in respect of all or any of the Company’s assets and properties including uncalled capital, stock in trade (including raw materials, stores, spares and components in stock or in transit) notwithstanding that the monies so borrowed together with the monies, already borrowed, if any, by the Company may exceed the aggregate of the Company’s paid up capital and free reserves i.e. reserves not set apart for any specific purpose, provided that the total amount so borrowed and outstanding at any time shall not exceed Rs 1,500 Crore only, over and above the aggregate of the paid-up capital and free reserves.

The resolution for the proposed borrowing limit does not include ‘temporary loans’ as defined under Section 180(1)(a) of Companies Act 2013: this means that the company may raise short term debt, working capital, and all debt that is repayable on demand, in addition to the proposed borrowing limit. Borrowing limits do not have a definite expiry date – these limits stay with the company until they change. Therefore, once the resolution is approved, ABNL can raise the entire amount of debt in future without having to approach shareholders. ABNL’s credit protection measures are comfortable, reflected debt-equity maintained at less than 1x and the improving Debt-EBITDA over the past three years. ABNL’s debt is rated CRISILAA+/Stable and ICRA A1+, which reflects a high degree of safety with regard to timely servicing of financial obligations.



The remuneration as set out in the statement annexed to the Notice convening this meeting plus service tax including cess as applicable and reimbursement of actual travel and out-of-pocket expenses for the Financial Year ending 31st March, 2015, as approved by the Board of Directors of the Company, to be paid to the respective Cost Auditors, for the conduct of cost audit of the Company’s manufacturing units, be and is hereby ratified and confirmed.

Their appointment is in line with all statutory requirements


Appointment of Mr. Ajay Kapur as Managing Director and CEO

Ajay Kapur was appointed as Deputy MD & CEO wef from 1 August 2013. Pursuant to Onne van der Weijde stepping down as MD of the company, Ajay Kapur was appointed as MD & CEO for a period of five years. Ambuja Cements seeks shareholders’ approval to appoint Ajay Kapur as MD & CEO for a period of five years commencing from 25 April 2014 and fix his remuneration.As per the proposed terms, he will be paid a maximum remuneration of Rs 45.4 mn. The proposed remuneration is comparable to industry peers, and commensurate with the size and performance of the business


The appointment of Mr. Nasser Munjee Director of the company, be and is hereby appointed as the Independent Director of the company.

Nasser Munjee has been on the board of the company for the past 13 years. The length of tenure is inversely proportionate to the independence of a director. Due to his long association (>10 years) with the company, he is considered non-independent.In case the company believes Mr. Nasser Munjee is contributing to board deliberations, it may propose re-appointing him as a non-independent director, and appoint additional independent directors in order to ensure the board composition is compliant with the requirements of Clause 49 of SEBI’ Listing Agreement.


The appointment of Mr. Rajendra Chitale Director of the company, be and is hereby appointed as the Independent Director of the company.

Rajendra Chitale has been on the board of the company for the past 12 years. The length of tenure is inversely proportionate to the independence of a director. Due to his long association (>10 years) with the company, he is considered non-independent. In case the company believes he is contributing to board deliberations, it may propose re-appointing him as a non-independent director, and appoint additional independent directors in order to ensure the board composition is compliant with the requirements of Clause 49 of SEBI’ Listing Agreement

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July to September' 2014 11-Sep-14 AMBUJA CEMENTS LIMITED MANAGEMENT For FOR

July to September' 2014 11-Sep-14 AIA ENGINEERING LIMITED MANAGEMENT For ABSTAIN Abstained as per Proxy Voting Policy

July to September' 2014 11-Sep-14 AIA ENGINEERING LIMITED MANAGEMENT For FOR

July to September' 2014 11-Sep-14 AIA ENGINEERING LIMITED MANAGEMENT For AGAINST

July to September' 2014 11-Sep-14 AIA ENGINEERING LIMITED MANAGEMENT For AGAINST






The appointment of Mr. Shailesh Haribhakti Director of the company, be and is hereby appointed as the Independent Director of the company.

Shailesh Haribhakti is a Managing Partner of Haribhakti & Co. He is on the board of nine listed companies. This is higher than the threshold prescribed under section 165 of the Companies Act 2013. Although there is a window period of one year to comply, we believe companies and directors must be proactive and start abiding by the spirit of the regulations at the earliest We note that his audit firm Haribhakti & Co has a strategic relationship with DB Desai & Co. DB Desai & Co are the tax auditors of the company. As per the Companies Act 2013, an independent director should not be an employee or a partner of a firm of auditors, any legal firm or consulting firms of the company. Given his relationships with the company’s tax audit firm, we view him as non-independent


The appointment of Mr. Omkar Goswami Director of the company, be and is hereby appointed as the Independent Director of the company.

Dr. Omkar Goswami is the founder and Chairperson of Corporate and Economic Research Group (CERG) Advisory Private Ltd. He is on the board of eight listed companies. This is higher than the threshold prescribed under section 165 of the Companies Act 2013. Although the Act provides a one-year window period to comply, we believe companies and directors must be proactive and start abiding by the spirit of the regulations at the earliest


The appointment of Mr. Haigreve Khaitan Director of the company, be and is hereby appointed as the Independent Director of the company.

Haigreve Khaitan is on the board of 15 public limited companies. This is higher than the threshold prescribed under section 165 of the Companies Act 2013. Although there is a window period of one year to comply, we believe companies and directors must be proactive and start abiding by the spirit of the regulations at the earliest


The consent of the company be and is hereby accorded to the Board of Directors of rthe company for increase in the remuneration in the form of Advisory Service fee to Mr. B. L. Taparia Non-Executable Director from Rs. 9,00,000/- per month to Rs. 11,00,000 per month.

Ambuja Cements’ seeks approval for the increase in advisory service fees payable to BL Taparia, for his professional services to the company, from Rs 0.9 mn to Rs 1.1 mn per month. BL Taparia is an ex-employee: he superannuated as the Ambuja Cements’ Company Secretary and Corporate Sustainability Officer in 2002. BL Taparia has over 40 years of experience in diverse fields - legal, secretarial, accounts, finance, HR, health & safety


To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2014 and the Statement of Profit and Loss for the year ended on that date and the Reports of the Board of Directors’ and Auditors’ thereon.


To declare Dividend on Equity Shares for the Financial Year ended 31st March, 2014.

The dividend per share has increased from Rs.4.0 in FY13 to Rs.6 in FY14. The payout ratio for FY14 is 23.2%.


To appoint a Director in place of Dr. S. Srikumar (holding DIN 01025579), who retires by rotation and being eligible, offers himself for re-appointment.

Dr. S. Srikumar has attended only 60% of the board meetings held in FY14, and 60% of the board meetings held over the past three years. we expect directors to take their responsibilities seriously and attend all board meetings; else, at the very least, attend 75% of the board meetings held over a three year period


To ratify the re-appoint of M/s. Talati & Talati, Chartered Accountants, (Firm Registration No. 110758W), Ahmedabad the Statutory Auditors of the Company and fix their remuneration.

Talati & Talati has been auditing the company’s accounts for 13 years. Their reappointment for another term is nor the spirit of Section 139 of the Companies Act 2013.Under the Act, an audit firm/network’s tenure may extend to a maximum of two consecutive terms of five years each (maximum 10 years). Although the Act has given companies a three-year window to comply, we expect companies to be proactive and start abiding by the spirit of the regulations at the earliest


Mr. Dileep C. Choksi (holding DIN 00016322), who was appointed as an Additional Director of the Company by the Board of Directors of the Company, be and is hereby appointed as an Independent Director of the Company.



Mr. Sanjay S. Majmudar (holding DIN 00091305), an Independent Director of the Company, be and is hereby appointed as an Independent Director of the Company.



Mr. Rajendra S. Shah (holding DIN 00061922), an Independent Director of the Company, be and is hereby appointed as an Independent Director of the Company.



The consent of the Company be and is hereby accorded to the Board of Directors to borrow money in excess of the aggregate of the paid up Share Capital and free reserves of the Company, provided that the total amount borrowed and outstanding at any point of time, apart from temporary loans obtained or to be obtained from any Scheduled Bank(s) in the ordinary course of business, shall not be in excess of Rs. 500 crores

Presently, based on an approval given by shareholders, the company is authorized to borrow upto Rs.10 bn. AIA is now proposing to raise the borrowing limit to Rs.5 bn, over and above the aggregate of paid-up capital and free reserves and is seeking shareholder approval to ratify this new limit. Based on the current paid-up capital and free reserves (Rs.10.2 bn), the new borrowing limit will increase to Rs.15.2 bn.As on 31 March 2014, the company’s standalone debt was Rs.1.2 bn, as against a networth of Rs.13.1 bn. AIA’s debt programs are rated CRISIL AA+/Stable/CRISIL A1+, which indicates high degree of safety regarding timely servicing of financial obligations.

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July to September' 2014 11-Sep-14 MANAGEMENT To declare dividend on equality shares. For FOR






A sum not exceeding 0.25 per cent per annum of the Net Profits of the Company calculated in accordance with the provisions of Section 198 of the Act, be paid to and distributed amongst the Directors other than the Managing Director or Whole-time Directors of the Company or to some or any of them in such amounts or proportions and in such manner and in all respect as may be decided and directed by the Board of Directors and such payments shall be made in respect of the profits of the Company

Till now, there was no cap on commission payable to non-executive directors. The company proposes to change this remuneration structure and cap the commission at 0.25% of net profits. In the last three years, commission was only paid to Sanjay S. Majmudar (Rs.1.5 mn in FY14). Given the current level of profits, the maximum commission to be paid in aggregate to all non-executive directors will amount to ~Rs.7 mn


The consent of the Members be and is hereby accorded to ratify the remuneration decided by the Board of Directors on the recommendations of the Audit Committee of Rs. 3.50 Lacs payable to M/s. Kiran J. Mehta & Co., Cost Accountants, Ahmedabad appointed by the Board to conduct the audit of cost records of the Company for the Financial Year ending on 31st March 2015.



The consent of the Members of the Company be and is hereby accorded for the re-appointment of Powertec Engineering Pvt. Ltd., (hereinafter referred to as “Powertec”) a Company, in which a Director of the Company Dr. S. Srikumar is a Director, for holding an office or place of profit under the Company on the terms and conditions set out in the Agreements to be entered into between the Company and Powertec for a period of 3 years with effect from 1st April, 2014 to 31st March, 2017.

The company currently has Retainership and Service Agreements with Powertec Engineering Pvt. Ltd, a company which has a common director (Dr. S Srikumar). The company now wants to renew these contracts for another three years, w.e.f 1 April 2014, for amounts aggregating to ~Rs.4-5 mn. Given the relatively small amounts, we believe that there is no material risk in these transactions for minority shareholders

RATNAMANI METALS AND TUBES LIMITED


To receive consider and adopt the audited balance sheet as at March 31, 2014 the statement of Profit and Loss for the year ended on that date and the report of the Board of Directors and auditors thereon.



Despite a marginal 5% increase in profits over FY13, Ratnamani Metals and Tubes Ltd.(RMTL) has increased its dividend payout to Rs. 4.5 per share from Rs. 4.0 per share inFY13 (a growth of 12.5%). Dividend payment has been consistently improving withbetter profitability over the last three years. However, dividend payout ratio is lowranging from 15% in FY12 to 17% in FY14



To appoint aDirector in place of Shri Shanti M. Sanghvi, who retires by rotation and being eligible offers himself for re-appointment.




M/s. Mehta Lodha & Co., Chartered accountant, ahmedabad, be and is hereby re-appointed as the Statutory Auditors of the Company at such remuneration as may be fixed by the Board of Directors.

Mehta Lodha & Co. have been RMTL’s statutory auditors for the past 18 years at least.The reappointment is not in line with the spirit of section 139 of the Companies Act 2013.Under section 139 of the Companies Act 2013 (see Box 4 below); an audit firm’s tenuremay extend to a maximum of two consecutive terms of five years each (maximum 10years). Although the Act has given companies a three-year window to comply, weexpect companies to be proactive and start abiding by the spirit of the regulations at theearliest.



M/s. S. R. B.C & Co. LLP, Chartered Accountant, Ahmedabad be and is hereby appointed as the Joint Statutory Auditors of the Company at such remuneration as may be decided by the Board of Directors.

The aappointment is in line with all the statutory requirements



The consent of the company be and is hereby accorded for payment of remuneration to Shri Manoj P. Sanghvi, son of Shri Prakash M. Sanghvi, Chairman & Managing Director of the company as may be decided by te Board.

Manoj Sanghvi is the son of Chairman and Managing Director Prakash Sanghvi and is the head of business for the CS Pipes Division. He was paid a remuneration of Rs 4.0 mn in FY14. RMTL proposes to pay him a remuneration not exceeding Rs 9.6 mn p.a. for a period of 40 months from June 14. RMTL has maintained that the proposed remuneration is in line with what is paid to other executives holding a similar position in the Company, but no further details are given.We believe that the proposed increase in remuneration is not commensurate with the performance and growth of the business. Additionally, remuneration at businessleadership levels must have a large component of variable pay, which links pay toperformance – RMTL has not provided granular details of the remuneration structurefor Manoj Sanghvi

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The consent of the company be and is hereby accorded for payment of remuneration to Shri Prashant J. Sanghvi, son of Shri Jayanthi M. Sanghvi, Chairman & Managing Director of the company as may be decided by te Board.

Prashant Sanghvi is the son of Whole Time Director Jayanti Sanghvi and is the head ofbusiness for the LSAW Division. He was paid a remuneration of Rs 2.9 mn in FY14. RMTLproposes to pay him a remuneration not exceeding Rs 9.6 mn p.a. for a period of 40months from June 14. RMTL has maintained that the proposed remuneration is in linewith what is paid to other executives holding a similar position in the Company, but nofurther details are given.We believe that the proposed increase in remuneration is not commensurate with theperformance and growth of the business. Additionally, remuneration at businessleadership levels must have a large component of variable pay, which links pay toperformance – RMTL has not provided granular details of the remuneration structurefor Prashant Sanghvi.



The consent of the company be and is hereby accorded for payment of remuneration to Shri Nilesh P. Sanghvi, son of Shri Prakash M. Sanghvi, Chairman & Managing Director of the company as may be decided by te Board.

Nilesh Sanghvi is the son of Chairman and Managing Director Prakash Sanghvi and anExecutive with the Strategic Business Development Division. He was paid aremuneration of Rs 2.5 mn in FY14. RMTL proposes to pay him a remuneration notexceeding Rs 7.8 mn p.a. for a period of 40 months from June 14. RMTL has maintainedthat the proposed remuneration is in line with what is paid to other executives holding asimilar position in the Company, but no further details are given.We believe that the proposed increase in remuneration is not commensurate with theperformance and growth of the business. Additionally, remuneration at businessleadership levels must have a large component of variable pay, which links pay toperformance – RMTL has not provided granular details of the remuneration structurefor Nilesh Sanghvi



Shri Divyabhash C. Anjaria, who was appointed as a Director, be and is hereby appointed as the Independent Director of the company.

D C Anjaria has been on RMTL’s board for 19 years. We believe length of tenure isinversely proportionate to the independence of a director. Due to D C Anjaria’s longassociation (>10 years) with the company, he is considered non-independent. If thecompany believes that it will benefit from D C Anjaria serving on its board, it shouldappoint him as non-independent director



Dr. Vinodkumar M. Agarwal, who was appointed as a Director, be and is hereby appointed as the Independent Director of the company.

V M Agarwal has been on RMTL’s board for 11 years. We believe length of tenure isinversely proportionate to the independence of a director. Due to V M Agarwal’s longassociation (>10 years) with the company, he is considered non-independent. If thecompany believes that it will benefit from V M Agarwal serving on its board, it shouldappoint him as non-independent director.



Shri. Pravinchandra M. Mehta, who was appointed as a Director, be and is hereby appointed as the Independent Director of the company.

P M Mehta has been on RMTL’s board for 10 years. We believe length of tenure isinversely proportionate to the independence of a director. Due to P M Mehta’s longassociation (=10 years) with the company, he is considered non-independent. If thecompany believes that it will benefit from P M Mehta serving on its board, it shouldappoint him as non-independent director



The consent of the company be and is hereby accorded to rthe Board of Directors of the company to borrow from time to time such sum of moneynotwithstanding that the total amount to be borrowed together with the monies already borrowed by the company and remaining outstanding at any point of time will exceed the aggregate of the total paid up capital of the company, but no exceeding Rs. 1000 Crores.

The resolution for the proposed borrowing limit does not include ‘temporary loans’ asdefined under Section 180(1)(c) of Companies Act 2013: this means that the companymay raise short term debt, working capital, and all debt that is repayable on demand, in addition to the proposed borrowing limit. Borrowing limits do not have a definite expirydate – these limits stay with the company until they change. Therefore, once theresolution is approved, RMTL can raise the entire amount of debt in future withouthaving to approach shareholders.We recognizes that the company needs to raise funds in order to invest in the business.But, the proposed limit of Rs. 17.7 bn is large, especially given the current debtoutstanding of Rs 0.8 bn (long term debt is Rs 0.2 bn). Nevertheless, RMTL has had beenjudicious in raising debt in the past – the company’s credit protection measures arecomfortable with debt-equity and Debt-EBITDA maintained at less than 1x over the pastthree years. Therefore, we expect that the company will continue to remain judiciousin raising debt. RMTL’s bank loans are rated CRISIL AA-/Stable/CRISIL A1+.

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July to September' 2014 11-Sep-14 MANAGEMENT To declare dividend on Equity Shares. For FOR








The consent of the company, be and is hereby accorded to the Board of Directors of the company, the movable and immovable properties of the compan, presently belonging to the company or not working capital and credit facilities upto a sum not exceeding Rs. 1700 Crores.

Following the notification of Section 180(1)(a) of the Companies Act 2013, the company seeks shareholder approval via special resolution to create a charge on its assets tosecure borrowings. The charge on assets will be created in favour of lenders – banks,financial institutions, trustees for debenture holders; for any banking, financial or otherborrowing facilities or arrangements availed or to be availed by the Company to theextent of Rs 17 bn. The terms of borrowing, interest rates etc. for secured loans tend tobe better than those for unsecured loans

VARDHMAN TEXTILES LIMITED

The consent of the company be and is hereby accorded to the Board of Directors of the company to borrow money in excess of the aggregate of the paid up share capital and free reserves of the company, provide that the total amount borrowed and outstanding at any point of time, apart from temporary loans obtained from the companys bankers in the ordinary cause of business shall not be in excess of Rs. 2,200 Crores/-

In 2013 AGM, Vardhman Textile had taken shareholders’ approval to increase the borrowing limit to Rs.22.0 bn over and above the networth of the company.As per section 180(1) (c) of the Companies Act, 2013, a company will need shareholders’ approval to borrow money by way of special resolution, which in aggregate will exceed the sum of its paid up capital and free reserves. The company is therefore seeking shareholders’ approval for the borrowing limit of Rs.22.0 bn over and above its networth through a special resolution. As on 31 March 2014, the company’s total standalone debt was Rs.27.6 bn and Networth was Rs.28.5 bn. The company is seeking shareholders’ approval for a borrowing limit of Rs.50.5 bn.The company’s leverage position has improved over the last three years. The debt to EBIDTA ratio improved from 4.5x in FY12 to 2.1x in FY14. The debt to equity ratio was ~1.0x as on 31 March 2014. At the maximum proposed borrowing limit, the debt to equity ratio will be ~1.8x.The company’s debt programs are rated CRISIL AA/Stable/CRISIL A1+, which denote high level of safety with regard to timely servicing of financial obligations.


The company be and is hereby authorized to mortgage and/ or change all the present and future movable and immovable properties and in such form as the Board of Directors may determine for the purpose of seccuring any loan together with the power to take over management and concern of the company in securing the certain events for securing the said borrowings of the company.

With reference to the above resolution, the company will need to secure the additional borrowing

RUPA AND COMPANY LIMITED


(a) To receive, consider and adopt the Audited Balance Sheet as at March 31, 2014 and the Statement of Profit and Loss for the year ended on that date, together with the Reports of the Directors and Auditors thereon. (b) To receive, consider and adopt the Audited consolidated financial statement of the Company for the financial year ended March 31, 2014.



The FY14 dividend payout is 37.5% (30.1% in FY13).



M/s S. R. Batliboi & Co. LLP (Firm Registraon number 301003E), Chartered Accountants, the rering auditors be and are hereby re-appointed as Statutory Auditors of the Company at such remuneraon as may be fixed by the Board of Directors of the Company

The reappointment is line with the provisions of Section 139 of the Companies Act 2013.



Mr. Sushil Patwari (holding DIN : 00023980), Director of the Company who reres by rotaon be and is hereby re-appointed as an Independent Director of the Company.

Sushil Patwari has been on the board of the Company for 11 years. The length of tenure tends to be inversely proportionate to the independence of a director. Due to his long association (>10 years) with the company, he is considered non-independent.If the company believes that it will benefit from Sushil Patwari serving on the board, it should appoint him as a non-independent director and induct additional independent directors to ensure that the board composition is in line with the requirements of Clause 49 of the Listing Agreement



Mr. Dharam Chand Jain (holding DIN 00453341), Director of the Company who reres by rotaon be and is hereby re-appointed as an Independent Director of the Company.

Dharam Chand Jain has been on the board of the Company for 11 years. The length of tenure tends to be inversely proportionate to the independence of a director. Due to his long association (>10 years) with the company, he is considered non-independent.If the company believes that it will benefit from Dharam Chand Jain serving on the board, it should appoint him as a non-independent director and induct additional independent directors to ensure that the board composition is in line with the requirements of Clause 49 of the Listing Agreement



Mr. Vinod Kumar Kothari (DIN No 00050850), a non-execuve Director of the Company be and is hereby re-appointed as an Independent Director of the Company.

Vinod Kumar Kothari has been on the board of the Company for 10+ years. The length of tenure tends to be inversely proportionate to the independence of a director. Due to his long association (>10 years) with the company, he is considered non-independent.If the company believes that it will benefit from Vinod Kumar Kothari serving on the board, it should appoint him as a non-independent director and induct additional independent directors to ensure that the board composition is in line with the requirements of Clause 49 of the Listing Agreement



Mr. Raj Narain Bhardwaj (DIN No 01571764) a non-execuve Director of the Company be and is hereby appointed as an Independent Director of the Company.

Raj Narain Bhardwaj is a Director in eight public listed companies. This is higher than the threshold prescribed in the revised Clause 49 of SEBI’s Listing Agreement

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July to September' 2014 11-Sep-14 MANAGEMENT For FOR Same as above










Mr. Dipak Kumar Banerjee (DIN No 00028123), a non-executive Director of the Company be and is hereby re-appointed as an Independent Director of the Company.




Mr. Satya Brata Ganguly, (DIN 00012220) a non-execuve Director of the Company who was appointed as an Addional Director of the Company be and is hereby appointed as an Independent Director of the Company.

His appointment is in line with all statutory requirements



approval of the Company be and is hereby accorded to the Board of Directors of the Company, to borrow any sums of money at any me or from me to me as they may deem fit for the purpose of carrying on the business of the Company, so however, that the total amount of such borrowings outstanding at any given point of time shall not exceed Rs. 500 Crores notwithstanding that the moneys to be borrowed together with the moneys already borrowed by the Company.

As on 31 March 2014, Rupa & Co’s standalone borrowing was Rs.2.0 bn and networth was Rs.2.9 bn. The Company’s FY14 debt to networth and debt to EBIDTA is 0.7x and 1.4x respectively. The Company proposes a borrowing limit upto Rs.5.0 bn.Rupa & Co’s debt programmes are rated IND A/Stable/IND A1, which denotes adequate degree of safety with regard to timely servicing of financial obligations.



approval of the Company be and is hereby accorded to the Board of Directors of the Company, to mortgage, hypothecate, pledge and/or create charge, security from me to me, in such form, manner and ranking and on such terms and at such me(s) as the Board may deem fit in the interest of the Company all other monies payable by the Company to the Trustees under the Trust Deed and/or to the Lending Agencies under their respecve Agreements/ Loan Agreements/ Debenture Trust Deeds entered into by the Company in respect of the said borrowings, up to the limits of Rs. 500 crores



Mr P. R. Agarwala (DIN : 00847452), Chairman of the Company modified except that the remuneraon will not exceed the limits specified in Schedule V to the Companies Act, 2013, as may be agreed to by the Board of Directors and Chariman

Rupa & Co proposes to increase PR Agarwala’s remuneration to Rs.13.4 mn effective 1 April 2014. In the past five years there is no significant increase in his remuneration. His remuneration is unchanged in the past three years at Rs.5.4 mn. His proposed remuneration is in line with industry peers and commensurate with the size and performance of the company



Mr G. P. Agarwala (DIN : 00224805), Vice-Chairman of the Company and remuneraon contained in the dra agreement proposed to be executed between the Company and Vice- Chairman as may be agreed to by the Board of Directors and Vice-Chariman.

Rupa & Co proposes to increase GP Agarwala’s remuneration to Rs.12.5 mn effective 1 April 2014. In the past five years there is no significant increase in his remuneration. His remuneration in the past three years has ranged between Rs.3.4 mn and Rs.3.7 mn. His proposed remuneration is in line with industry peers and commensurate with the size and performance of the company



Mr K. B. Agarwala (DIN : 00224857), Managing Director of the Company and remuneraon contained in the dra agreement proposed to be executed between the Company and Managing Director a copy whereof is placed for the meeng and for idenficaon is inialed by the Chairman of the meeng of the Board of Directors as may be agreed to by the Board of Directors and Managing Director.

Rupa & Co proposes to increase KB Agarwala’s remuneration to Rs.12.5 mn effective 1 April 2014. In the past five years there is no significant increase in his remuneration. His remuneration in the past three years has ranged between Rs.3.5 mn and Rs.3.9 mn. His proposed remuneration is in line with industry peers and commensurate with the size and performance of the company.



Mr Ramesh Agarwal (DIN : 00230702), Whole-me Director of the Company designated as Executive Director such terms of appointment and remuneraon can be varied, altered, modified except that the remuneraon will not exceed the limits specified in Schedule V to the Companies Act, 2013, as may be agreed to by the Board of Directors and Executive Director;

Rupa & Co proposes to increase Ramesh Agarwal remuneration to Rs.4.2 mn effective 1 April 2014. He was paid Rs.1.8 mn as total remuneration for each of the past four years. His proposed remuneration is in line with industry peers and commensurate with the size and performance of the company



Mr Mukhesh Agarwal (DIN : 02415004), Whole-me Director of the Company designated as Execuve Director such terms of appointment and remuneraon can be varied, altered, modified except that the remuneraon will not exceed the limits specified in Schedule V to the Companies Act, 2013, as may be agreed to by the Board of Directors and Execuve Director

Rupa & Co proposes to increase Mukhesh Agarwal remuneration to Rs.4.2 mn effective 1 April 2014. He was paid Rs.1.8 mn as total remuneration for each of the past four years. His proposed remuneration is in line with industry peers and commensurate with the size and performance of the company



the Company hereby approves the modified terms of remuneraon payable to (a) Mr. Suresh Agarwal, (b) Mr. Rajnish Agarwal (c) Mr. Ravi Agarwal, (d) Mr. Manish Agarwal and (e) Mr. Vikash Agarwal with effect from 1st April, 2014 on such terms and condions as detailed in the Explanatory Statement annexed hereto

Ravi Agarwal, Vikash Agarwal and Rajnish Agarwal were paid Rs.1.8 mn each while Rs.0.5 mn was paid to Suresh Agarwal for FY14 (unchanged from FY13).The Company proposes to increase the annual remuneration of Rajnish Agarwal, Ravi Agarwal, Manish Agarwal and Vikash Agarwal to Rs.4.2 mn and Suresh Agarwal to Rs.2.4 mn. Considering the absolute amount of remuneration against the size of the company, we recommend voting FOR the resolution



consent, approvals as may be required, the Company hereby approves the appointment of Mr.Siddhant Agarwal, as Vice President (Project & Acquision), relave of a Director with effect from 1st June, 2014 on such terms and condions as detailed in the Explanatory Statement annexed hereto.

Rupa & Co proposes to appoint Siddhant Agarwal as Vice President (Project and Acquisition) of the Company. The Company has capped the absolute amount of remuneration to Siddhant Agarwal at Rs.2.0 mn.

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approval of the Company be and is hereby accorded to the Board of Directors for exisng and/or contracts /arrangements to be entered into in the future with Euro Fashion Inners Internaonal Private Limited and Imoogi Fashions Private Limited, its whollyowned subsidiaries, for sale, purchase or supply of any goods or materials or availing /rendering of services, even if the transacons are not on arms’ length basis in excess of the limits specified in the said secon in the best interests of the Company.

The Company proposes inter-corporate transactions including sale, purchase or supply of any goods or materials or availing /rendering of services with its wholly owned subsidiaries - Euro Fashions Inner International Private Limited and Imoogi Fashions Private Limited. These transactions can increase upto Rs.320 mn and Rs.200 mn. Collectively, these transactions can increase upto 5.8% of Company’s FY14 total income. The Company has mentioned that the proposed transactions may not be at arms’ length basis. As these transactions are with wholly owned subsidiaries, we recommend voting FOR the resolution

CHAMBAL FERTILISERS AND CHEMICALS LIMITED

The Company be and is hereby accorded to the Board of Directors of the company for mortgaging, hypothecating and / or otherwise charging, alienating or disposing off from time to time any and all immovable and movable properties of the whole or substantially the whole of the undertaking or all the undertakings of the company to or in favor of banks, financial institutions, trustees for debenture holders and / or other persons for securing any term loans or other loans or any banking or financial or other financial or arrangements granted or provided or to be granted or provided by them or any transaction connected therewith together with interest, compound/additional interest, commiitment and other payments and all other monies payable under any agreement or arrangement entered into or to be entered into with such banks/ financial institutions/trustees for debenture holders and/or other persons.

Following the notification of Section 180(1)(a) of the Companies Act 2013, the company seeks shareholder approval via special resolution to create a charge on its assets to secure borrowings. The charge on assets will be created in favour of lenders – banks, financial institutions, trustees for debenture holders; for any banking, financial or other borrowing facilities or arrangements availed or to be availed by the Company. The creation of charge will be for all secured borrowings – existing and prospective borrowings. To that extent, it may include temporary loans as defined under Section 180(1)(c) of the Companies Act 2013. CFCL’s outstanding debt on a standalone basis aggregated Rs. 45.5 bn on 31 March 2014, of which Rs 29.7 bn is secured. The terms of borrowing, interest rates etc. for secured loans tend to be better than those for unsecured loans.

INGERSOLL RAND INDIA LIMITED


To receive, consider, approve and adopt the Audited Balance Sheet as at March 31, 2014 and Statement of Profit and Loss for the year ended on March 31, 2014 together with the reports of the Directors and the Auditors thereon.



To declare a dividend on equity shares of the Company for the financial year ended March 31, 2014.

The company has maintained dividend payout at Rs.6 per share despite negative cash flows from operations and lower profits than previous years’. As a result, dividend payout ratio increased to 33% in FY14 from 28% in FY13



To appoint a Director in place of Mr. Venkatesh Valluri (DIN : 00047514), who retires by rotation, and, being eligible, offers himself for re-appointment.

His reappointment is in line with all statutory requirements.



M/s. Price Waterhouse & Co., Bangalore, Chartered Accountants, [Firm Registration No.: 007567S] be and hereby appointed as statutory auditors of the Company on such remuneration to be fixed by the Board of Directors of the Company.

Ingersoll proposes to reappoint Price Waterhouse & Co as the statutory auditor: Price Waterhouse & Co have been the Company’s statutory auditors for the past 18 years. The reappointment does not follow the spirit of Section 139 of the Companies Act 2013.Under section 139 of the Companies Act 2013, an audit firm’s tenure may extend to a maximum of two consecutive terms of five years each (maximum 10 years). Although the Act has given companies a three-year window to comply, we expect companies to be proactive and start abiding by the spirit of the regulations at the earliest



M/s. Ashish Bhavsar & Associates, Cost Accountants, Ahmedabad the 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 on March 31, 2015, be paid the remuneration of Rs.1,25,000/- and reimbursement of all outof- pocket expenses in connection with the audit of the cost accounts of the Company.

As per Section 148 of Companies Act 2013, the remuneration of Rs.125,000 payable to Ashish Bhavsar & Associates for FY15 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.



approval of the Company be and is hereby accorded for the payment to Directors and Alternate Directors remuneration, by way of commission, calculated in accordance with the provisions of the Act not exceeding one percent of the net profits of the Company and to allocated to each Director as may be determined by the Board of Directors of the Company.

In the past four years, Ingersoll has paid 0.4% of its net profit, or lesser, as commission to its non-executive directors. The total commission paid to its non-executive directors has not exceeded Rs.2.4 mn in each of these years.



Mr. Hemraj C. Asher (DIN : 00024863) who was appointed as a Director be and is hereby appointed as an Independent Director of the Company.

HC Asher has been on Ingersoll’s board for 42 years. The length of tenure tends to be inversely proportionate to the independence of a director. Due to his long association (>10 years) with the company, he is considered non-independent. Further he is also a Senior Partner at Crawford Bailey & Co, the law firm which is solicitor of the Company. However, if the company believes that it will benefit from HC Asher serving on the board, they should appoint him as a non-independent director and induct additional independent directors to ensure that the board composition is in line with the requirements of Clause 49 of the Listing Agreement.

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July to September' 2014 12-Sep-14 MANAGEMENT To declare a dividend on equity shares. For FOR


















Mr. Darius C. Shroff (DIN : 00170680) who was appointed as a Director liable to retire by rotation be and is hereby appointed as an Independent Director of the Company.

DC Shroff has been on Ingersoll’s board for 31 years. The length of tenure tends to be inversely proportionate to the independence of a director. Due to his long association (>10 years) with the company, he is considered non-independent. Further he is also a Senior Partner at Crawford Bailey & Co, the law firm which is solicitor of the Company.However, if the company believes that it will benefit from DC Shroff serving on the board, they should appoint him as a non-independent director and induct additional independent directors to ensure that the board composition is in line with the requirements of Clause 49 of the Listing Agreement

INDRAPRASTHA GAS LIMITED


To consider and adopt the Audited Balance Sheet as at March 31, 2014, Statement of Profit & Loss for the year ended on that date and the Reports of the Board of Directors and Auditors thereon.



The dividend per share has remained flat at Rs.5.5 per share. Due to an increase in the PAT, the payout ratio has declined marginally from 25.7% in FY13 to 25% in FY14



To appoint a Director in place of Shri K.K. Gupta (DIN: 03476812), who retires by rotation and being eligible, offers himself for re-appointment.




M/s Deloitte Haskins & Sells, Chartered Accountants (ICAI Registration No. 015125N), be and are hereby appointed as Statutory Auditors of Company.

Deloitte Haskins & Sells has been auditing the company’s accounts since FY08 (as per available data). The tenure of the statutory auditor is less than 10 years, which is in line with the provisions of the Companies Act, 2013 and the amended Clause 49 of the Listing Agreement.



Shri Gyanesh Bharti, be and is hereby, appointed as a Director of the Company, liable to retire by rotation.”




Shri S. S. Rao, be and is hereby appointed as an Independent Director of the Company.

S. S. Rao has been on the board of the company for the past 14 years. The length of tenure is inversely proportionate to the independence of a director. Due to his long association (>10 years) with the company, he is considered non-independent.Further, he is on the board of 12 other public companies, taking his total number of directorships to 13. This is against the spirit of the amended clause 49 of the Listing Agreement and/or Companies Act 2013.



Shri Santosh Kumar Bajpai, be and is hereby appointed as an Independent Director of the Company.




Prof. V. Ranganathan, be and is hereby appointed as an Independent Director of the Company.




The 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, 2015, be paid the remuneration as set out in the statement annexed to the Notice convening this Meeting.




The Members be and is hereby accorded for the payment and distribution of a sum not exceeding 0.5% per annum of the net profits of the Company.

The commission in the last three years has increased from Rs.9.1 mn to Rs.10.8 mn, in line with the improvement in the company’s performance and its net profits.

MANGALORE REFINERY AND PETRO LIMITED


To receive, consider and adopt the audited Financial Statements for the year ended March 31, 2014, the reports of the Board of Directors, Auditors and the comments of the Comptroller and Auditor General of India thereon in terms of Section 143(6) of the Companies Act, 2013.



To appoint a Director in place of Shri P Kalyanasundaram who retires by rotation and being eligible offers himself for re-appointment as a Director.

P Kalyanasundaram’s reappointment is in line with all statutory requirements



To appoint a Director in place of Shri B. K. Namdeo who retires by rotation and being eligible offers himself for re-appointment as a Director.

BK Namdeo’s reappointment is in line with all statutory requirements.



the Company to be appointed by the Comptroller and Auditor General of India for auditing the accounts of the Company for the Financial Year 2014-15.

MRPL seeks shareholders’ approval to authorize the board of directors of the company to fix the remuneration of the joint statutory auditors to be appointed by the Comptroller and Auditor General of India for FY15



Shri D K Sarra, be and hereby elected and appointed as a Director of the Company.

DK Sarraf’s appointment is in line with all statutory requirements



Increase in the Authorised Share Capital and amendment to the Memorandum of Association of the Company.

MRPL seeks shareholders’ approval to increase the authorized share capital of the company (refer Table 1) and to amend MoA.The company has plans of acquiring petrochemical units for better synergy. MRPL has also signed an MOU with Government of Karnataka for setting up a Linear Alkyl Benzene Plant and to expand its refining capacity to 18/21 MMTPA over the period of 3 to 6 years. This will need an approximate investment of Rs. 85 bn.The company must have a minimum public shareholding of 25% (presently 10%), as the SEBI has proposed to amend the Securities Contracts Regulation Act, 1956 mandating all public sector undertaking to have minimum public shareholding of 25%. Hence in order to meet the above growth objective and to comply with the requirement of proposed minimum public shareholding, it is proposed to increase the authorized share capital from Rs. 20 bn to Rs. 30 bn.



The Company be and is hereby altered by deleting the same and substituting in its place, the following new Article 4 of the Articles of Association of the Company viz.

As stated in resolution 6 the company proposes to increase authorized share capital, hence the company needs to amend Article 4 of AoA

Confidential

July to September' 2014 13-Sep-14 TITAN COMPANY LIMITED Postal Ballot MANAGEMENT For FOR







Alteration of incidental objects in the Memorandum of Association of the Company to permit Acceptance of Deposits, following the new clause: To borrow or raise or secure the payment of money for the purposes of the Company in such manner and on such terms as may seem expedient and in particular in the issue of debentures or debenture stock whether perpetual or otherwise, accept deposits from Members and/or Public and charge or not charged upon the whole or any part of the property of the Company.

Under the Companies Act 2013 and rules made thereunder, the scope of the ‘deposits’ has been enlarged and the company’s jewellery purchase schemes offered by the company to its customers will be treated as deposits.Hence in order to comply with the Companies Act 2013 and to enable the company to invite or accept public deposits, it is proposed to amend clause 22 of III(b) of the MoA

Alteration in the Articles of Association of the Company to permit Acceptance of Deposits and substituted by the following new article: To borrow by issue of bonds, debentures, notes or securities of the Company, accept deposits from Members and/or Public or otherwise either secured by a charge or mortgage or otherwise the whole or any part of the property of the Company, or unsecured, as the Directors may deem expedient, such sums as they think necessary for the purpose of the Company.

As stated above the company also needs to amend the article 133(a)(xv) of the AoA of the company.

consent of the Members of the Company be and is hereby accorded to invite/ accept/ renew from time to time unsecured/secured deposits including advances for the Company's Jewellery Schemes from its Members of the Company up to permissible limits and subject to fulfillment of applicable terms and conditions as prescribed under the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014, as amended from time to time.

The company seeks shareholders’ approval to comply with the Companies Act 2013 and to commence acceptance/renewal of deposits from its members and from public, under the jewellery schemes of the company, which are now treated as deposits as per the Companies Act, 2013. As the jewellery schemes are the normal course of business, we vote FOR the resolution.

consent of the Members of the Company be and is hereby accorded to invite/ accept/ renew from time to time unsecured/secured deposits including advances for the Company's Jewellery Schemes from the Public up to permissible limits and subject to fulfillment of applicable terms and conditions as prescribed under the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014, as amended from time to time.

The company seeks shareholders’ approval to comply with the Companies Act 2013 and to commence acceptance/renewal of deposits from its members and from public, under the jewellery schemes of the company, which are now treated as deposits as per the Companies Act, 2013. As the jewellery schemes are the normal course of business, we vote FOR the resolution.


The consent of the company be and is hereby accorded for raising the ceiling of 24%of the paid up Equity Share Capital of the Company for investment in equity Shares of the company by the foreign Institutional Investors/ Registered Foreign Portfolios Investors under the Portfolio Investment scheme under the Foreign Exchange Management upto not exceeding 49% of the paid up Equity Shares of the company.

The current foreign holding in Persistent is 27.4%. As per the Foreign Exchange Management Act, 1999 and the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000, FIIs can acquire and hold (on their own account and on behalf of their SEBI approved sub-accounts together), up to an aggregate limit of 24% of the paid up share capital of an Indian company. The above limit was exceeded due to investment by FIIs in the trading week ended 2 May 2014. This limit can be further increased by passing a board resolution, followed by shareholder approval via a special resolution. In the Information Technology (IT) Sector, foreign investment is allowed upto 100%. The company now proposes to increase the limit of shareholding by FIIs from 24% to 49% of its paid-up equity share capital.This is an enabling provision, which will provide for further foreign investment in the company



The 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 by way of an offer document/prospectus or such other document, in India or abroad, such number of equity shares and/or preference shares in accordance with the guidelines framed by RBI from time to time, specifying the class of preference shares, the extent of issue of each class of such preference shares, whether perpetual or redeemable, the terms & conditions subject to which each class of preference shares may be issued and/or other permitted securities which are capable of being converted into equity or not, for an amount not exceeding Rs. 1500 crore in such manner that the Central Government shall at all times hold not less than 51% of the paid-up Equity capital of the Bank Funds, Pension Funds, Development Financial Institutions or other entities, authorities or any other category of investors which are authorized to invest in equity/preference shares/ securities of the Bank as per extant regulations/guidelines or any combination of the above as may be deemed appropriate by the Bank.

It is an enabling resolution to raise capital to for future growth of the bank. As per IiAS assumptions, the new issue of Rs 15 bn together with earlier QIP approval upto Rs 5 bn will lead to a dilution of ~13.8% on the expanded capital base. Although the dilution is high, the bank needs to raise equity to shore up its capital in order to meet the capital adequacy norms under Basle III.



To raising capital through Qualified Institutional Placement (QIP) Issue for an amount not exceeding Rs. 500 crore pursuant to applicable laws/guidelines and subject to requisite sanctions, approval of the shareholders of the Bank be and is hereby accorded to the Board of Directors of the Bank to offer shares at a discount of not more than five percent on the floor price pursuant to proviso to Regulation 85(1) of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009.

At the Annual General Meeting of the Bank held on 19 June 2014, OBC had taken shareholder approval for raising capital through QIP for an amount not exceeding Rs 5.0 bn by way of special resolution. Pursuant to proviso to Regulation 85(1) of ICDR Regulations, the Bank is entitled to offer shares at a discount of not more than five percent on the floor price if a specific resolution to that effect has been passed by the shareholders at the General Meeting. In the earlier special resolution, no specific approval was obtained to allow the Bank to issue shares at a 5% discount. Hence, as a matter of abundant precaution, OBC now seeks shareholder approval for the same

Confidential



July to September' 2014 16-Sep-14 MANAGEMENT To declare dividend For FOR














July to September' 2014 16-Sep-14 RSWM LIMITED MANAGEMENT For ABSTAIN Abstained as per Proxy Voting Policy

July to September' 2014 16-Sep-14 RSWM LIMITED MANAGEMENT To declare the Dividend on Equity Shares. For FOR

July to September' 2014 16-Sep-14 RSWM LIMITED MANAGEMENT For FOR



Three Directors elected from amongst shareholders other than the Central Government pursuant to Section 9(3)(i) of the Act read with Scheme, Regulations made thereunder, RBI Notification and GOI Directive be and are hereby elected as the Directors of the Bank to assume office from September 30, 2014 and hold office until the completion of a period of three years from the date of such assumption.

As per Section 9(3)(i) of the Banking Companies (Acquisition and Transfer ofUndertaking) Act, 1980, OBC is entitled to have a maximum of three shareholders representing the shareholders of the Bank (other than the Central Government) as Directors on the Board of the Bank.The current three shareholder directors are to retire on 30 September 2014. To fill these three vacancies, the Bank has sought nominations from its shareholders by 1 September 2014 by 5:00 pm. Nominations shall be scrutinised by the Bank on 2 September 2014. If only three valid candidates are found on scrutiny of the nominations; they shall stand automatically appointed from 30 September 2014. If more than three candidates arefound valid, then the vacancy for three Directors will be filled up on the date of the EGM post their election and the new directors will assume office from 30 September 2014 The term of office is for a period of three years.

J KUMAR INFRAPROJECTS LIMITED


To receive, consider and adopt the financial statements of the Company for the financial year ended March 31, 2014,including the audited Balance Sheet as at 31st March 2014 and the statement of Profit & Loss for the year ended on that date and the reports of the Board of Director & auditors Thereon



The company has increased its dividend per share from Rs.3.5 in FY13 to Rs.3.75 in FY14. Consequently the total dividend outflow increased to Rs.122 mn in FY14. The payout ratio has remained in the range of 14-15% in the last two years



To appoint a Director in place of Shri Jagdishkumar M Gupta, who retires by rotation and being eligible, offers himself for reappointment




To Appoint M/s Gupta Saharia & Co as Statutory Auditors of the Company & to fix their remuneration

Gupta Saharia & Co was appointed as the statutory auditor in FY08 (as per available data). The tenure of the statutory auditor is less than 10 years, which is in line with the provisions of the Companies Act, 2013 and the amended Clause 49 of the Listing Agreement.



To appoint Dr. R Srinivasan as an Independent Director of the Company




To appoint Mr. P P Vora as an Independent Director of the Company




To appoint Mr. Ashwani Kumar as an Independent Director of the Company




To appoint Mr. Ajit Singh Chata as an Independent Director of the Company




To appoint Mrs. Kusum J Gupta as an Independent Director of the Company

Ms. Kusum Gupta is the wife of J.K Gupta and the proprietor of Goldline Sound Studio. Her appointment is in line with all the statutory requirements.



To appoint Shri. Jagdishkumar M Gupta as Executive Chairman of the Company

The proposed remuneration of Rs.12 mn per annum is in line with industry peers and commensurate with the size and scale of operations. Although the proposed remuneration is significantly higher than previous pay, we recognize that Jagdishkumar M. Gupta’s pay remained flat at Rs.4.8 mn for the past three years.



To appoint Shri. Kamal J Gupta as Managing Director of the Company

The proposed remuneration of Rs.9 mn is in line with industry peers and commensurate with the size and scale of operations. His pay has remained flat at Rs.4.2 mn in the last three years



To appoint Shri. Nalin J Gupta as Managing Director of the Company

The proposed remuneration of Rs.9 mn is in line with industry peers and commensurate with the size and scale of operations. His pay has remained flat at Rs.4.2 mn in the last three years.



To Approve the remuneration of the Cost Auditors M/s Kirit Mehta & Co, Cost Auditors appointed by Company

The appointment is in line with all the statutory requirements. The proposed remuneration of Rs.500,000 is reasonable compared to the size and scale of operations



To Adopt new Articles of Association of the Company containing regulation in confirmity with the Companies Act 2013.

The amendment is aimed at aligning the various clauses of the Articles of the company with the Companies Act 2013.



Maintenance of Register of members & related books at a place other than the registered office of the Company

The company has appointed Karvy Computershare Private Limited as its Registrar & Share Transfer Agent (RTA). Accordingly, the Register of Members and copies of Annual Returns, along with annexures, are proposed to be kept with Karvy at its registered office in Andheri Industrial Estate, Veera Desai Road, Andheri (W), Mumbai


To receive, consider and adopt the Audited Balance Sheet as at the 31st March, 2014 and Statement of Profit & Loss for the period ended on that date and the Report of Directors and Auditors thereon.


The proposed dividend amount is Rs.338.5 mn and the payout ratio is ~19%.


To appoint a Director in place of Shri Shekhar Agarwal (DIN: 00066113) who retires by rotation and being eligible, offers himself for reappointment.


Confidential

July to September' 2014 16-Sep-14 RSWM LIMITED MANAGEMENT For AGAINST








July to September' 2014 17-Sep-14 SIEMENS LIMITED Postal Ballot MANAGEMENT For FOR


To appoint M/s S. Bhargava Associates, Chartered Accountants (Firm Registration No. 003191C) as Joint Auditors M/s S. S. Kothari Mehta & Co. Chartered Accountants (Firm Registration No 000756N), in respect of whom (M/s S. S. Kothari Mehta & Co.) subject to ratification at every Annual General Meeting and to fix their remuneration.

SS Kothari Mehta & Co. are being appointed as the company’s joint statutory auditor in this AGM: their appointment is in line with statutory requirements.S Bhargava Associates have been RSWM’s joint statutory auditor for the past 23 years. The reappointment of S Bhargava Associates is not in the spirit of Section 139 of the Companies Act 2013. Under section 139 of the Companies Act 2013, an audit firm’s tenure may extend to a maximum of two consecutive terms of five years each (maximum 10 years). Although the Act has given companies a three-year window to comply, we expect companies to be proactive and start abiding by the spirit of the regulations at the earliest.Because the reappointment S Bhargava Associates and SS Kothari Mehta & Co are clubbed together in a single resolution, we recommend voting AGAINST this resolution.


Dr. Kamal Gupta, Director (DIN : 00038490), of the Company be and is hereby appointed as an Independent Director of the Company.

Dr. Kamal Gupta is on the board of the company for the past 27 years. The length of tenure tends to be inversely proportionate to the independence of a director. Due to his long association (>10 years) with the company, he is considered non-independent.However, if the company believes that it will benefit from Dr. Kamal Gupta serving on the board, they should appoint him as a non-independent director and induct additional independent directors to ensure that the board composition is in line with the requirements of Clause 49 of the Listing Agreement


Shri D. N. Davar, Director (DIN :00002008), of the Company be and is hereby appointed as an Independent Director of the Company.



Shri A. N. Chaudhary, Director (DIN:00587814), of the Company be and is hereby appointed as an Independent Director of the Company.



Shri Sushil Jhunjhunwala, Director (DIN:00082461), of the Company be and is hereby appointed as an Independent Director of the Company.

Sushil Jhunjhunwala attended 50% of the board meeting held in FY14, and 47% of the board meetings held over the past three years. We expect directors to take their responsibilities seriously and attend all board meetings; else, at the very least, 75% of the board meetings held over a three-year period


Shri P. S. Dasgupta, Director (DIN:00012552), of the Company be and is hereby appointed as an Independent Director of the Company.



The consent of the members of the Company be and is hereby accorded in terms of Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013, to the Board of Directors of the Company for creation of such mortgage(s) and charge(s) in addition to the existing mortgages, charges and hypothecations created by the Company as the Board may direct on the assets of the Company, both present and future and the whole of the undertaking of the Company together with interest thereon at the respective agreed rates, compound interest, additional interest, liquidated damages, commitment charges, premia on pre-payment or on redemption, costs, charges, expenses and other monies payable by the Company to SBBJ, Syndicate Bank and Central Bank under the Loan Agreements entered into by the Company in respect of the said borrowings.



M/s N. D. Birla & Co. (Firm Registration No. 000028) Cost Accountants 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, 2015, be paid the remuneration of Rs. 4,25,000/- (Rupees Four lac and Twenty Five Thousand only) plus service tax and out of pocket expenses that may be incurred by them during the course of audit.

The board has approved the appointment and remuneration to ND Birla & Co as cost auditor to conduct the audit of cost records of the company for FY15. As per Section 148 of Companies Act 2014, the remuneration of Rs.425,000 payable to cost auditors has to be ratified by shareholders of the company. Accordingly, consent of shareholders is sought through the ordinary resolution in order to ensure compliance with the said Section

To sell and transfer its Metals Technologies Business which was acquired in the year 2012 pursuant to a Scheme of Amalgamation of Siemens VAI Metals Technologies Private Limited and Morgan Construction Company India Private Limited with the Company (“MT Business India”) as “going concern” and by way of a slump sale to Siemens Postal and Parcel Logistics Technologies Private Limited (proposed to be renamed), a 100% subsidiary of Siemens Aktiengesellschaft, Germany (“SAG” or “Siemens AG”) with effect from the close of business hours on 30th September, 2014 (“Proposed Transaction”).

Siemens AG, Germany has entered into an agreement with Mitsubishi-Hitachi Metals Machinery, Inc. and Mitsubishi Heavy Industries to set up a joint venture company (JV) to operate as a complete provider of plant, products and services for the iron, steel and aluminium industry. Pursuant to this agreement, all existing MT Business of the Siemens group worldwide (including the MT Business of Siemens Ltd.) are being transferred to this JV.In August 2014, the Board of Siemens Ltd. (Siemens India) approved the sale and transfer of Metals Technologies Business (MT Business India) to a 100% subsidiary of Siemens AG: this subsidiary has been temporarily named Siemens Postal and Parcel Logistics Technologies Private Ltd. (SPPLT). The transfer of assets will take place from the close of business hours on 30 September 2014, as going concern and by way of a slump sale for a lump sum consideration of Rs 8.57 bn. Based on information provided by Siemens India’s management, we understand that the consideration of Rs. 8.57 bn has been arrived at by negotiation. There is no valuation report available, but DCF-based calculations done by Deloitte pegged the business valuation at Rs. 6.9 bn. Also, Siemens India’s management has confirmed that its MT business is making losses. Therefore, exiting this business is beneficial to the interest of shareholders.

Confidential

July to September' 2014 17-Sep-14 GAIL INDIA LIMITED MANAGEMENT For ABSTAIN Abstained as per Proxy Voting Policy

July to September' 2014 17-Sep-14 GAIL INDIA LIMITED MANAGEMENT For FOR














The audited financial statement and audited consolidate financial statement for the financial statement for the financial year ended 31st March, 2014 and the comments thereupon of controllers and auditors general of India, be and is hereby received, considered and Audited.


The total dividend @104%(Rs. 10.4/- per share) on the paid up equity share capital of the company for the financial year ended on 31st March, 2014 including final dividend @ 59% as recommended by the Board and Interim Dividend be and is hereby approved.

GAIL paid an interim dividend of Rs.4.5 per equity share and proposes a final dividend of Rs.5.9 per equity share of Rs.10 each. The FY14 dividend payout is 30.2%.


Shri Prabhat Singh, Director, be and is hereby re-appointed as Director of the company liable to retire by rotation.

Prabhat Singh is the Director (Marketing) of the Company. His reappointment is in line with all statutory requirements


Shri P. K Singh, Director, be and is hereby re-appointed as Director of the company liable to retire by rotation.

PK Singh is the Government of India nominee on the Company’s Board. His reappointment is in line with all statutory requirements.


The board of Directors of the company be and is hereby authorized to decide and to fix the remuneration of the Statutory Auditors of the company, as may be deemed fit by the Board.

The statutory auditors are appointed and rotated by the Comptroller and Auditor General of India (C&AG) as per Section 139(5) of the Companies Act, 2013. ML Puri & Co and GS Mathur & Co jointly audited the financial statements of the Company in FY14.


The consent of the members be and is hereby accorded by the Board of Directors of the company to enter into Framework aggrement from the date of approval by the Ministry of Corporate Affairs situated at Ratnagiri.

Ratnagiri Gas and Power Private Ltd (RGPPL) is a joint venture between NTPC, GAIL, MSEB Holding Company Ltd and Indian Financial Institutions. GAIL holds 32.9% in the joint venture. The Company proposes to enter into an agreement to utilize 80% capacity of RGPPL’s 5 MMTPA LNG terminal in Dhabol. This will facilitate the Company to bring LNG cargoes at the Dhabol Terminal. The Company has not mentioned the consideration for the use of the terminal


Dr. Ashutosh Karnatak, who was nominated by the President of India, be and is hereby appointed as the Director of the Company.

Ashutosh Karnatak was appointed as the Director with effect from 1 March 2014. GAIL is a Public Sector Undertaking, The appointment/nomination and remuneration of Directors is done by the President of India, through the Ministry of Petroleum & Natural Gas (MoPNG). In terms of the provisions of Section 150 of the Companies Act 2013, the appointment of Directors is required to be approved by the company in the general meeting.


The consent of the members be and is hereby accorded for the remuneration to be paid to the Whole time directors.

Ashutosh Karnatak was appointed as the Director with effect from 1 March 2014. GAIL is a Public Sector Undertaking, The appointment/nomination and remuneration of Directors is done by the President of India, through the Ministry of Petroleum & Natural Gas (MoPNG). In terms of the provisions of Section 150 of the Companies Act 2013, the appointment of Directors is required to be approved by the company in the general meeting.


The Board of Directors of the Company be and is hereby authorized to decide and to fix the remuneration of the Cost Auditors appointed by the Board of Directors of the company, to conduct the audit of the cost records of the various units of the company as may be deemed fit by the Board.

As per Section 148 of Companies Act 2013, the remuneration payable to the cost auditors 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. The Company has not appointed a cost auditor. We expect the Company to inform shareholders about the name of the cost auditors upon announcement.


The consent of the members of the company be and is hereby accorded for borrowing through secured/ unsecured upto Rs. 2000 Crores in one or more tranches or private placement basis.

GAIL seeks approval to issue unsecured/secured redeemable, taxable non-convertible bonds upto Rs.20 bn and foreign currency bonds upto USD 750 mn (Rs.45 bn, at an exchange ratio of 1 USD = Rs.60) on private placement basis unsecured/secured non-convertible bonds/ debentures on private placement basis and raise upto Rs.350 bn.The issuance will be within the overall borrowing limit of the Company. As at 31 March 2014, the company had a networth of Rs.268.6 bn and borrowings were Rs.102.7 bn. The Company has significant headroom (Rs.165.9 bn) to raise debt capital. The proposed issuances will raise upto Rs.65.0 bn. The company will utilize the funds for a merger and acquisition transaction.GAIL’s long term debt is rated CRISIL AAA/Stable, which reflects the highest degree of safety with regard to timely servicing of financial obligations


The consent of the company be and is hereby accorded to borrowings/ raising of funds by the Board of Directors of the Bank by way of issue of securities in the nature of non-convertible debentures, in Indian/ foreign currencies in the domestic and/ or overseas market for an amount upto Rs. 5000 Crore for its general corporate purposes with the overall borrowing limits of the Bank, on such terms and conditions as may be determined from time to time, by Board of Directors of the Bank.

Based on the fund requirements of the bank, it is proposed to issue non-convertible debentures up to Rs 50 bn in Indian/Foreign currency. The issuance of debt securities on private placement basis will be within the overall borrowing limit, of Rs 400 bn, of the bank.

RURAL ELECTRIFICATION CORPORATION


To receive, consider, approve and adopt the audited Balance Sheet as at March 31, 2014 and Statement of Profit and Loss for the financial year ended on that date along with the Reports of the Board of Directors and Auditors thereon.



To confirm the payment of Interim Dividend and declare Final Dividend on equity shares of the Company for the financial year 2013-14.

REC paid an interim dividend of Rs.7.75 per equity share and proposes a final dividend of 1.75 per equity share of Rs.10 each. The FY14 dividend payout is 23.4%.



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.

Ajeet Kumar Agarwal is the Director (Finance) of the Company since August 2012. His reappointment is in line with all statutory requirements.

Confidential





July to September' 2014 18-Sep-14 MANAGEMENT To declare dividend. For FOR













To fix the remuneration of Auditors for the financial year 2014-15.

Government of India holds 65.6% of the paid up capital of REC. The statutory auditors are appointed and rotated by the Comptroller and Auditor General of India (C&AG) as per Section 139(5) of the Companies Act, 2013. Raj Har Gopal & Co and PK Chopra & Co have been appointed as joint Statutory Auditors of the Company for the financial year 2014-15 by the C&AG of India



The consent of the Company be and is hereby accorded to raise funds upto Rs. 35,000 crore to such person or persons, who may or may not be the bond/ debenture holders of the Company, at such terms as may be determined under the guidelines as may be applicable, and on such terms and conditions as may be finalized by the Board or any duly constituted Committee of the Board or such other authority as may be approved by the Board.

REC seeks approval for issuance of unsecured/secured non-convertible bonds/ debentures on private placement basis and raise upto Rs.350 bn. The issuance will be within the overall borrowing limit of the Company. The funds are likely to be mobilized to the power sector for generation, transmission and distribution projects. The proposed resolution will enable the Company to raise funds one year from the date of approval, i.e. until 17 September 2015. The earlier approval (through June 2014 postal ballot) to raise Rs.300 bn is valid until 31 March 2015.



The consent of the Company be and is hereby accorded for entering into contract(s) or arrangement(s) or transaction(s), during a period of one year from the date of passing of this Resolution, with Wholly Owned Subsidiary companies and associate company(ies) (both present and future) of Rural Electrification Corporation Limited provided that the cumulative value of contract(s) or arrangement(s) or transaction(s) with such related parties during a period of one year from the date of passing of this Resolution, shall not exceed two percent (2%) of the turnover of Rural Electrification Corporation Limited.

REC has two wholly owned subsidiaries, an associate company and seven Special Purpose Vehicles (wholly owned by subsidiary). REC proposes transaction with its subsidiary and associate companies. These transactions will not exceed 2% of the company’s turnover for a period of a year from shareholders’ approval. The transactions with subsidiaries and associate companies include deployment of its officials for managing the affairs, leasing out space and services for day-to-day functioning.



To receive, consider and adopt the Audited Financial Statement of Profit & Loss Account for the year ended 31st March, 2014, the Balance Sheet as at that date and the Reports of the Board of Directors and the Statutory Auditors and the Comments of the Comptroller & Auditor General of India thereon.



BPCL has maintained a dividend payout ratio of around 35% in the last three years



To appoint a Director in place of Shri S. P. Gathoo, Director (DIN: 05102526), who retires by rotation and being eligible, offers himself for re-appointment.

P Gathoo is Director (Human Resources) of the company. His reappointment is in line with all the statutory requirements



The remuneration of the Single/Joint Statutory Auditors as appointed by the Comptroller & Auditor General of India (C&AG) under Section 139 of the said Act, be and is hereby approved at Rs. 36,00,000 /- to be shared in case of Joint Auditors

CNK & Associates, LLP and Haribhakti & Co, LLP were appointed as statutory auditors for FY14 by the Comptroller & Auditor General of India (C&AG). The auditors for FY15 will be appointed or reappointment by C&AG. As per Section 142 of the Companies Act, 2013 shareholder approval is required to authorize the board to fix the remuneration of statutory auditors at Rs 3.6 mn.



Shri P. H. Kurian (DIN: 00027596), who was appointed by the Board of Directors as an Additional Director on the Board be and is hereby appointed as a Director of the Company, liable to retire by rotation.

PH Kurian is a Government Nominee Director. His appointment is in line with all the statutory requirements



Shri P. Balasubramanian (DIN: 05262654), who was appointed by the Board of Directors as an Additional Director on the Board and Director- Finance of the Company be and is hereby appointed as Director-Finance of the Company.

P Balasubramanian is Director (Finance) of the company. His appointment is in line with all the statutory requirements



Prof.Jayanth R. Varma (DIN 00402667), a non-executive Director of the Company be and is hereby appointed as an Independent Director of the Company.

Prof. Jayanth R Varma’s reappointment is in line with all the statutory requirements.



Shri.B.Chakrabarti (DIN 00017513), a non-executive Director of the Company be and is hereby appointed as an Independent Director of the Company.

B Chakrabarti’s reappointment is in line with all the statutory requirements



The Cost Auditors viz. M/s. Rohit & Associates, Cost Accountants, Mumbai and M/s. Musib & Company, Cost Accountants, Mumbai, appointed by the Board of Directors of the Company to conduct the audit of the cost records of the Company

As per Section 148 of Companies Act 2013, the remuneration payable to cost auditors 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.The board has approved the appointment of M/s. Rohit & Associates, Mumbai (for Refineries, product pipelines etc) and M/s. Musib & Company, Mumbai (for Lube oil blending plants) as Cost Auditors for the year ended 31 March 2015 on a total remuneration of Rs 3,20,000 plus applicable taxes.



To receive, consider and adopt the audited Balance Sheet as at March 31, 2014 and the Statement of Profit and Loss for the year ended on that date together with the Reports of the Board of Directors and Auditors thereon.



Despite a marginal 3.2% fall in profits from FY13, CFCL has maintained its dividendpayout at Rs. 1.9 per share same as that in FY13. Dividend payment has been constantwith stagnant profitability over the last three years. Dividend payout ratio is ranges from37% in FY12 to 31% in FY14.



To appoint a Director in place of Mr. Chandra Shekhar Nopany, who retires by rotation and being eligible offers himself for re-appointment.


Confidential











To appoint M/s. S.R. Batliboi & Associates LLP, Chartered Accountants be and are hereby appointed as the Statutory Auditors of the Company, and to fix the remuneration.

S.R. Batliboi & Co. LLP have been CFCL’s statutory auditors for the past 17 years at least.The reappointment is not in the spirit of section 139 of the Companies Act 2013.Under section 139 of the Companies Act 2013 (see Box 4 below); an audit firm’s tenuremay extend to a maximum of two consecutive terms of five years each (maximum 10years). Although the Act has given companies a three-year window to comply, weexpect companies to be proactive and start abiding by the spirit of the regulations at theearliest.



To appoint M/s. Singhi & Co., Chartered Accountants as the Branch Auditors for Shipping Auditors of the Company, and to fix the remuneration.

Singhi & Co, have been CFCL’s as Branch Auditors for Shipping Business for the past 9years (since FY05). The reappointment is in spirit of section 139 of the Companies Act 2013.



Mr. Ram Nath Bansal, Director of the company, be not re-appointed and the resulting vacancy be not filled up at this meeting.

We note the retirement of Ram Nath Bansal.As per classification only 22% of the directors on the Board of CFCL areIndependent. While CFCL’s board is technically complaint, it is not in accordance withthe spirit of clause 49 of SEBI’s Listing Agreement which requires 50% of the board to beindependent if the chairman is an executive or a promoter.CFCL thus needs to induct new Independent Directors. In keeping with this effort, werecommend that CFCL use the vacancy caused by the retirement of Ram Nath Bansal toinduct an additional independent director.



Mr. Marco Philippus Ardeshir Wadia, Director of the company, be and is hereby appointed as an Independent Director of the Company.

Marco Wadia has been on the board for 20 years. We believe length of tenure isinversely proportionate to the independence of a director. Due to Marco Wadia’s longassociation (>10 years) with the company, he is considered non-independent.Additionally, Marco Wadia is on the board of over 10 public limited companies(including CFCL), which is higher than the threshold prescribed under section 165 of theCompanies Act 2013. Althoughthe Act has given a one-year window to comply, we expect companies and directors tobe proactive and start abiding by the spirit of the regulations at the earliest



Mr. Dipankar Basu, Director of the company, be and is hereby appointed as an Independent Director of the Company.

Marco Wadia has been on the board for 20 years. We believe length of tenure isinversely proportionate to the independence of a director. Due to Marco Wadia’s longassociation (>10 years) with the company, he is considered non-independent.Additionally, Marco Wadia is on the board of over 10 public limited companies(including CFCL), which is higher than the threshold prescribed under section 165 of theCompanies Act 2013. Althoughthe Act has given a one-year window to comply, we expect companies and directors tobe proactive and start abiding by the spirit of the regulations at the earliest



Mr. Kashi Nath Memani, Director of the company, be and is hereby appointed as an Independent Director of the Company.

Kashi Nath Memani is on the board of over 10 public limited companies (includingCFCL), which is higher than the threshold prescribed under section 165 of theCompanies Act 2013. Althoughthe Act has given a one-year window to comply, we expect companies and directors tobe proactive and start abiding by the spirit of the regulations at the earliest



Mr. Radha Singh, Director of the company, be and is hereby appointed as an Independent Director of the Company.

Her appointment is in line with all statutory requirements



M/s. K. G. Goyal & Associates, Cost Accountant appointed by the Board of Directors of the company, be apid remuneration of Rs. 1,00,000.

Their appointment is in line with all statutory requirements

Confidential



July to September' 2014 18-Sep-14 HERO MOTOCORP LIMITED Postal Ballot MANAGEMENT For FOR

July to September' 2014 18-Sep-14 HERO MOTOCORP LIMITED Postal Ballot MANAGEMENT For FOR

July to September' 2014 18-Sep-14 PETRONET LNG LIMITED MANAGEMENT For ABSTAIN Abstained as per Proxy Voting Policy

July to September' 2014 18-Sep-14 PETRONET LNG LIMITED MANAGEMENT For FOR










The consent of the company, be and is hereby accorded to the Board of Directors of the company, may exceed from the time being the aggregate of the paid up of the share capital of the company, and the money so borrowed by the Board shall not exceed Rs. 7500 crore.

The resolution for the proposed borrowing limit does not include ‘temporary loans’ asdefined under Section 180(1)(c) of Companies Act 2013: this means that the companymay raise short term debt, working capital, and all debt that is repayable on demand, inaddition to the proposed borrowing limit. Borrowing limits do not have a definite expirydate – these limits stay with the company until they change. Therefore, once theresolution is approved, CFCL can raise the entire amount of debt in future withouthaving to approach shareholders.We recognize that the company may need to borrow, in case it embarks on its capitalexpansion subject to the notification of the GoI’s Policy on new investments in thefertilizer industry. But, the proposed limit of Rs. 75.0 bn is large; especially given thecurrent debt outstanding of Rs 45.5 bn (long term debt is Rs 10.2 bn) and the currentsize and performance of the Company. Shareholders must note that the company’s profitability has been eroding over the lastfew years. On a consolidated basis CFCL has availed of term loans for the shippingdivision, which is loss making. The company’s non-fertiliser businesses and investmentscontinue to generate sub-optimal returns. CFCL has also given a corporate guarantee toits step-down software subsidiary to support its revolving line of credit of Rs 1.3 bn.



Approval of the members be and is hereby accorded to authorize the Board of Directors of the company for secured and unsecured non-convertible debentures aggregating upto Rs. 1000 Crore.

The NCDs will be carved out of the company’s overall borrowing limits

The consent of the members of the company, be and is hereby accorded to the Board to permit Foreign Institutional Investors registered with the securities and Exchange board of India to permit FIIs and SEBI and the equity shares of the company upto an aggregate limit of 49% of the paid up Equity shares of the company and shall not exceed the limits as are applicable and may be prescribed.

In 2003, the FII limit was increased from 24% to 40%. The Company proposes to increase this limit to 49%. The increased shareholding limit for FIIs in a company normally results in enhanced shareholder value

The consent of the members of the company be and is hereby accorded to the Board of Directors also under the schemed titled "employee Incentive Scheme 2014-Options and restricted stock units" such number of Equity shares of the company not Exceeding 49,90,000.

Hero Moto proposes to launch – Employee Incentive Scheme 2014 (ESOP 2014) to grant upto 4.99 mn stock options and restricted stock units to its employees and that of its subsidiary companies. The number of stock options to be granted under ESOP 2014 and the existing scheme – ESOP 2012 – collectively will not result in over 2.5% dilution of the paid up equity share capital of the Company as on 30 June 2014.The objective of the scheme is to reward, attract, motivate and retain employees and directors of the Company and its subsidiaries.The Nomination and Remuneration Committee will grant stock options based on the merit, grade, conduct and length of service of an employee. The vesting of stock options will be determined by certain performance parameters of the Committee. The stock options can be exercised one year from the date of grant.Shareholders should note that 2.5% dilution on the issued share capital as on 30 June 2014 works out to 4.99 mn equity shares. If the Company issues 4.99 mn RSU’s under the scheme at face value, the total cost to the company in a year will be Rs.13.0 bn or ~63% of FY14 consolidated net profit. We do not expect this to be the case and have recommended voting FOR. As a practice of good governance the companies should disclose the exercise price. We have therefore


To receive, consider and adopt Financial Statements and Report of Board of Directors and Auditors thereon for the financial year ended 31st March, 2014.


To declare a dividend for the financial year ended 31st March, 2014.

The dividend per share has decreased from Rs.2.5 in FY13 to Rs.2 in FY14. Consequently the total dividend outflow has declined to Rs.1.8 bn in FY14. However, due to a sharp fall in the net profits, the payout ratio has increased from 19% to 24.6


To appoint a director in place of Shri B.C. Tripathi (DIN 01657366) who retires by rotation and being eligible offers himself for re-appointment.

B.C Tripathi is a nominee director of GAIL. His reappointment is in line with the statutory requirements


To appoint a director in place of Shri Tapan Ray (DIN 00728682) who retires by rotation and being eligible offers himself for re-appointment.



M/s T. R. Chadha & Co., Chartered Accountants (Regn. No.006711N), New Delhi, be and are hereby appointed as Statutory Auditors of the Company at a remuneration of Rs. 11 lac.

T. R. Chadha & Co. was appointed as the statutory auditor in FY13. The tenure of the statutory auditor is less than 10 years, which is in line with the provisions of the Companies Act, 2013 and the amended clause 49 of the Listing Agreement


Shri S. Varadarajan (DIN 00052928), Nominee Director of Bharat Petroleum Corporation Limited (BPCL), who has been appointed as Additional Director of the Company by Board of Directors be and is hereby appointed as Director of the Company liable to retire by rotation.

S. Varadarajan is a nominee director of BPCL. His appointment is in line with the statutory requirements


Shri D.K. Sarraf (DIN 00147870), Nominee Director of Oil and Natural Gas Corporation (ONGC), who has been appointed as Additional Director of the Company by Board of Directors be and is hereby appointed as Director of the Company liable to retire by rotation.

D.K Sarraf is a nominee director of ONGC. His appointment is in line with the statutory requirements


Shri Saurabh Chandra (DIN 02726077) who has been appointed as Additional Director of the Company by Board of Directors be and is hereby appointed as Director of the Company liable to retire by rotation.

Saurabh Chandra is the Chairman of the company and is presently posted as Secretary, Ministry of Petroleum & Natural Gas, Government of India. His appointment is in line with the statutory requirements.


Shri Philip OLIVIER (DIN 06937286), Nominee Director of GDF International (GDFI), who has been appointed as Additional Director of the Company by Board of Directors be and is hereby appointed as Director of the Company liable to retire by rotation.

Philip Olivier is a nominee director of GDF International. His appointment is in line with the statutory requirements

Confidential





















Shri Arun Kumar Misra who has submitted a declaration and appointed as Additional Director of the Company by Board of Directors be and is hereby appointed as Independent Director of the Company.

Arun Kumar Misra is a retired IAS officer. His appointment is in line with the statutory requirements.


The remuneration of Rs. 2.50 lac plus out of pocket expenses and applicable service tax to M/s Sanjay Gupta & Associates, Cost Accountants (Regn. No. 000212), New Delhi, as recommended by the Audit Committee and approved by the Board be and is hereby ratified.



The consent of the Members be and is hereby accorded to increase the number of Directors from 16 to 18.

The company’s board currently comprises 10 directors, of which only one (Arun Kumar Misra) is independent. In order to comply with the provisions of Companies Act 2013 and Clause 49 of the Listing Agreement, the company needs to ensure that one third of its board is independent. This will require additional independent directors to be inducted. In addition, the company may appoint nominee directors from various financial institutions on its board.In order to be able to maintain the right board composition, the company is proposing to increase the maximum number of directors on its board from 16 to 18. This is an enabling resolution.

KAVERI SEED COMPANY LIMITED


To receive, consider and adopt the Balance Sheet as at 31st March 2014 and the Profit & Loss Account of the Company for the year ended on that date along with the reports of the Directors and Auditors thereon.



To declare final dividend of Rs.2.40 per equity share and to confirm the interim dividend of Rs.2.40 per equity share, already paid for the year ended 31st March 2014.




To appoint a Director in place of Dr. G.Pawan, ( DIN : 00768751) who retires by rotation, and being eligible, seeks re-appointment as Non-Executive and Non Independent Director of the company.

The reappointment of G Pawan is in line with all the statutory requirements



To appoint a Director in place of Dr. Y.L.Nene (DIN : 01372263), who retires by rotation, and being eligible, seeks re-appointment as non-retiring Independent Director for a period of 5 (five) years.




To appoint a Director in place of Sri M. Srikanth Reddy (DIN : 00026249), who retires by rotation, and being eligible, seeks re-appointment as non-retiring Independent Director for a period of 5 (five) years.




M/s. P.R.Reddy & Co., Chartered Accountants (ICAI Firm Registration No. 0003268S), the retiring auditors who have offered themselves for re-appointment be and are hereby re-appointed as Statutory Auditors of the Company.

Kaveri Seed proposes to reappoint PR Reddy & Co as statutory auditors: PR Reddy & Co have been Kaveri Seed’s statutory auditors for the past 11 years. The reappointment is not in the spirit of Section 139 of the Companies Act 2013.Under section 139 of the Companies Act 2013, an audit firm’s tenure may extend to a maximum of two consecutive terms of five years each (maximum 10 years). Although the Act has given companies a three-year window to comply, we expect companies to be proactive and start abiding by the spirit of the regulations at the earliest.



Mr. P. Varaprasad Rao (DIN: 1971782) an Independent Director be and is hereby appointed as an Independent Director of the Company.

P Vara Prasad Rao attended 50% of the board meeting held in FY14, and 50% of the board meetings held over the past three years.



Dr. S.Raghuvardhan Reddy (DIN: 1992206) an Independent Director be and is hereby appointed as an Independent Director of the Company.




Dr. S.M.Ilyas (DIN: 3542011) an Independent Director be and is hereby appointed as an Independent Director of the Company




Mr. K. Purushotham (DIN: 01540645) an Independent Director be and is hereby appointed as an Independent Director of the Company.




The approval of the Company be and is hereby accorded to vary the terms of appointment of Mr. R.Venumanohar Rao (DIN: 00637125) Whole time Director, by making his office liable to retire by rotation.

The company is required to vary the terms of appointment of R Venumanohar Rao to make ‘him liable to retire by rotation’ in order to comply with Section 152 of the Act, which mandates at least two-third of the total number of Directors(excluding the independent directors) to retire by rotation every year



The remuneration payable to Sri G.V.Bhaskar Rao be and is hereby revised with effect from 01.04.2014 up to the remaining period of his tenure

The maximum proposed remuneration of GV Bhaskar Rao is Rs.37.4 mn. This is in line with the salaries of other industry peers



the remuneration payable to Mrs. G.Vanaja Devi, be and is hereby revised with effect from 01.04.2014 up to the remaining period of her tenure.

The maximum proposed remuneration of Ms. G Vanaja Devi is Rs.31.2 mn. This is in line with the salaries of other industry peers



The remuneration payable to Mr. R.Venumanohar Rao be and is hereby revised with effect from 01.04.2014 up to the remaining period of his tenure

The maximum proposed remuneration of R Venumanohar Rao is Rs.29.2 mn. This is in line with the salaries of other industry peers



The remuneration payable to Mr. C. Vamsheedhar be and is hereby revised with effect from 01.04.2014 up to the remaining period of his tenure.

The maximum proposed remuneration of C Vamsheedhar is Rs.26.3 mn. This is in line with the salaries of other industry peers



The remuneration payable to Mr. C. Mithun Chand be and is hereby revised with effect from 01.04.2014 up to the remaining period of his tenure.

The maximum proposed remuneration of C Mithun Chand is Rs.25.4 mn. This is in line with the salaries of other industry peers

Confidential
















The consent of the Company be and is hereby accorded to the Board of Directors of the Company to borrow from time to time of such sum(s) of money(ies), secured or unsecured, as it may deem requisite for the purpose of the business of the Company, notwithstanding that money(ies) to be borrowed together with the money(ies) already borrowed by the Company provided that the total amount up to which money(ies) may be borrowed shall not exceed the sum of Rs.400.00 Crores outstanding at any point of time.

The company’s debt levels are insignificant. As on 31 March 2014, Kaveri Seed’s standalone borrowing was ~Rs.8.4 mn and net worth was Rs.5.2 bn. The company seeks approval for a borrowing limit of Rs.9.2 bn.Based on management discussions, we understand that this is an enabling resolution. The company has not leveraged its balance sheet in the past. We expect the company to remain judicious about raising debt, as it has done in the past.We expect corporates to give granular details on the utilization plan in case they seek to increase the borrowing limit by more than 25%. We believe companies must increase their borrowing limit gradually and approach shareholders each year for any further increase in limit with adequate disclosures.



The consent of the Company be and is hereby accorded to the Board of Directors for mortgaging and/or charging on such terms and conditions for borrowing up to Rs.400.00 Crores at such time or times and from time to time and in such form or manner, as they may think fit the whole or the substantially the whole of the Company’s any one or more of the undertakings including the present and/or future properties, whether movable or immovable comprised in any or new undertaking(s) of the Company as the Board may deem fit in the best interests of the Company.

With reference to the above borrowing resolution, the company will need to create charge to secure the additional borrowings



The consent of the Company be and is hereby given for entering into sale contract with Aditya Agritech Private Limited, which is a wholly-owned subsidiary of the Company for an estimated contract value not exceeding Rs.100.00 Crores per annum.

The company proposes to sell the hybrid seeds to Aditya Agri Tech Pvt. Ltd., the wholly owned subsidiary of the company upto an aggregate amount of Rs.1.0 bn per annum for a period of five years. According to the company these transactions are at arm’s length. The transactions are part of the core business of the company



The consent of the Company be and is hereby given for entering into sale contract with M/s.Genome Agritech Private Limited, which is a wholly-owned subsidiary of the Company for an estimated contract value up to Rs.50.00 Crores per annum.

The company proposes to sell the hybrid seeds to Genome Agritech Pvt. Ltd., the wholly owned subsidiary of the company upto an aggregate amount of Rs.0.5 bn per annum for a period of five years. According to the company these transactions are at arm’s length. The transactions are part of the core business of the company



The consent of the Company be and is hereby given for entering into land lease agreements with the promoters/directors and subsidiary of the company for taking land on lease basis and such period of terms and conditions as detailed in the lease agreements with the respective parties for an estimated contract value up to Rs.2.00 Crores per annum.

For the production of seeds, the company has been availing lands on lease basis in the ordinary course of business. Accordingly, the company has entered land lease agreements with the promoters and subsidiary of the company aggregating upto Rs.20.0 mn per annum. As per the company the lease fixed to the respective land is on the prevailing market prices.



To receive, consider and adopt the audited Balance Sheet as at 31st March, 2014 and the Statement of Profit and Loss for the financial year ended on that date together with Reports of the Board of Directors and Auditors thereon.



To note the payment of interim dividend and declare final dividend for the Financial Year 2013-14.

PGC has a stated dividend policy, wherein it strives to pay out 30% of its profits as dividend each year. In FY14, the total dividend outflow amounted to Rs.15.8 bn.



To appoint a Director in place of Shri I. S. Jha (DIN: 00015615), who retires by rotation and being eligible, offers himself for re-appointment.

His reappointment is in line with all the statutory requirements. The Ministry of Power has recently extended his tenure as Director (Projects) in PGC till 30 June, 2019



To appoint a Director in place of Shri R. T. Agarwal (DIN: 01937329), who retires by rotation and being eligible, offers himself for reappointment.




To fix the remuneration of M/s S. K. Mehta & Co., M/s Chatterjee & Co., and M/s Sagar & Associates, the Statutory Auditors for the Financial Year 2014-15.

The auditors in the company are appointed by the Comptroller & Auditor General of India (CAG). The remuneration for these auditors will be fixed by the board. In FY14, the auditors were paid an aggregate remuneration of Rs.20 mn, which is reasonable.



Dr. Pradeep Kumar (DIN: 05125269), who was appointed as a Government Nominee Director e and is hereby appointed as a director of the Company, liable to retire by rotation.

Dr. Pradeep Kumar is a Government Nominee on the board. His appointment is in line with the statutory requirements



Smt. Jyoti Arora (DIN: 00353071), who was appointed as a Government Nominee Director be and is hereby appointed as a director of the Company, liable to retire by rotation.

Ms. Jyoti Arora is a Government Nominee on the board. His appointment is in line with the statutory requirements



The remuneration of M/s. K. G. Goyal & Associates, Cost Accountants and M/s. R. M. Bansal & Co., Cost Accountants as the joint Cost Auditors of the Company (for Transmission and Telecom business) as approved by the Board for the Financial Year 2014-15 at Rs. 2,00,000/- and as per policy of the Company and M/s. K. G. Goyal & Associates, the Lead Cost Auditor to be also paid for the work of consolidation and filing of consolidated cost audit report for the Financial Year 2014-15 for the Company as a whole at an additional fee of Rs. 10,000/-

The aggregate remuneration of Rs.200,000 is reasonable compared to the size and scale of operations.

Confidential


July to September' 2014 18-Sep-14 TARA JEWELS LIMITED MANAGEMENT For ABSTAIN Abstained as per Proxy Voting Policy

July to September' 2014 18-Sep-14 TARA JEWELS LIMITED MANAGEMENT For FOR

July to September' 2014 18-Sep-14 TARA JEWELS LIMITED MANAGEMENT For AGAINST











The Articles of Association of the Company, regarding raising of Bonds upto Rs. 13,500 crore through postal ballot vide notice dated 03.06.2014, the results of which were declared on 21st July, 2014, approval be and is hereby granted that the said amount of upto Rs. 13,500 crore of bonds approved to be raised during the Financial Year 2014-15 from domestic sources, to also include raising of Foreign Currency Bonds (FCB), if any, in an acceptable foreign currency as permitted by RBI, for i) capital expenditure of POWERGRID; or ii) extending inter corporate loan(s) to the project SPVs acquired by POWERGRID under Tariff Based Competitive Bidding viz. Vizag Transmission Limited, POWERGRID NM Transmission Limited, Unchahar Transmission Limited and NRSS XXXI (A) Transmission Limited on cost to cost basis and back to back servicing

The company had taken shareholder approval (via postal ballot) in July 2014, to raise upto Rs.135 bn through a private placement of bonds/debentures. The company is now proposing to include Foreign Currency Bonds (FCB) within the limit of Rs.135 bn. The funds will be used for capex and to extend loans to its project SPVs.The company currently has a debt of Rs.832 bn, as against a networth of Rs.344.6 bn. We observe that due to the backing of the Government, the company’s bank facilities are rated CRISIL AAA / Stable/ CRISIL A1+, which denotes highest degree of safety regarding timely servicing of financial obligations. We therefore view this as an operational decision and the amount raised through the FCB route will be within the approved limit of Rs.135 bn.


To receive, consider and adopt the Standalone and the Consolidated Audited Financial Statements including Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year ended on that date including notes to the Financial Statements and the Report of the Directors and the Auditors thereon.


To appoint a Director in place of Mr. Vikram Raizada (DIN: 03196436), who retires by rotation and, being eligible, seeks re-appointment.

Vikram Raizada’s reappointment is in line with all statutory requirements.


M/s. C.B. Chhajed & Co., Chartered Accountants, Mumbai (Firm Registration No. 101796W), be and are hereby re-appointed as the Statutory Auditors of the Company and that the Board of Directors of the Company be and are hereby authorised to fix such remuneration as may be determined by the Audit Committee in consultation with the Auditors.

Tara Jewels Ltd (TJL) proposes to re-appoint CB Chhajed & Co. as the statutory auditor. As information provided by the management, CB Chhajed & Co. has been statutory auditor of the company since its incorporation, i.e. 2001, TJL got listed in December 2012. The reappointment is not in the spirit of Section 139 of the Companies Act 2013.Under section 139 of the Companies Act 2013, an audit firm’s tenure may extend to a maximum of two consecutive terms of five years each (maximum 10 years). Although the Act has given companies a three-year window to comply, we expect companies to be proactive and start abiding by the spirit of the regulations at the earliest


Mr. Sanjay Sethi (DIN: 01152580) who was appointed as an Additional Director by the Board of Directors of the Company be and is hereby appointed as a Director of the Company, liable to retire by rotation.

Sanjay Sethi’s appointment is in line with all statutory requirements.


the approval of the Members of the Company be and is hereby accorded for the appointment of Mr. Sanjay Sethi (DIN: 01152580) as a Whole-Time Director (Finance) for a period of five years.

Sanjay Sethi, 49, is a Chartered Accountant and Cost Accountant. He has experience of more than 24 years in various sectors including Automobile, Energy and Telecom in India and abroad. TJL seeks shareholder approval to appoint Sanjay Sethi as Executive Director (Finance) for a period of five years commencing from 1 July 2014The proposed remuneration aggregates Rs. 6.6 mn. We find the proposed remuneration reasonable compared to the size and the performance of the company


Mr. Nikkhil Vaidya (DIN: 02942549), who was appointed as a Director liable to retire by rotation be and is hereby appointed as an Independent Director of the Company.

Nikkhil Vaidya’s reappointment is in line with all statutory requirements


Mr. Rakesh Kalra (DIN: 00780354), who was appointed as a Director, be and is hereby appointed as an Independent Director of the Company.

Rakesh Kalra’s reappointment is in line with all statutory requirements


Mr. Rajiv Lochan Jain (DIN: 00161022), who was appointed as a Director be and is hereby appointed as an Independent Director of the Company.

Rajiv Lochan Jain’s reappointment is in line with all statutory requirements.TJL got listed in December 2012. We consider three year window for computing attendance of directors. Hence, even though Rajiv Lochan Jain has attended only 50% of the board meetings in FY14, we recommend voting FOR his reappointment. We will monitor his attendance going forward and may recommend voting AGAINST his reappointment in the future if the attendance levels fail to pick up.


Ms. Fern Mallis (DIN: 03270532), who was appointed as a Director be and is hereby appointed as an Independent Director of the Company.

Fern Mallis’s reappointment is in line with all statutory requirements.TJL got listed in December 2012. We consider three year window for computing attendance of directors. Hence, even though Fern Mallis has attended only 50% of the board meetings in FY14, we recommends voting FOR his reappointment. We will monitor his attendance going forward and may recommend voting AGAINST his reappointment in the future if the attendance levels fail to pick up.


Mr. Francois Claude Robert Arpels (DIN: 03533590), who was appointed as a Director be and is hereby appointed as an Independent Director of the Company.

Francois Arpels’ reappointment is in line with all statutory requirements.TJL got listed in December 2012. We consider three year window for computing attendance of directors. Hence, even though Francois Arpels has attended only 50% of the board meetings in FY14, we recommend voting FOR his reappointment. We will monitor his attendance going forward and may recommend voting AGAINST his reappointment in the future if the attendance levels fail to pick up


Mr. Shanti Saroop Khindria (DIN: 03271292), who was appointed as a Director be and is hereby appointed as an Independent Director of the Company.

Shanti Saroop Khindria’s reappointment is in line with all statutory requirements

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The remuneration of Rs. 60,000/- as approved by the Board of Directors of the Company to be paid to M/s. Ketki D. Visariya & Co., Cost Accountants (Firm Registration No. 00362) for the conduct of cost audit of the cost records of the Company, be and is hereby ratified and confirmed.

The reappointment of Ketki D Visariya & Co. as Cost Auditors is in line with the statutory requirements

RANBAXY LABORATORIES LIMITED


the Scheme of Arrangement between Ranbaxy Laboratories Limited and Sun Pharmaceutical Industries Limited as placed before the meeting and, for the purpose of identification, initialed by the Chairman of the meeting be and is hereby approved subject to the said Scheme of Arrangement being sanctioned by the Hon’ble High Court of Punjab and Haryana at Chandigarh under Sections 391-394 and other applicable provisions, if any, of the Companies Act, 1956 and such other approvals as may be required.

Ranbaxy seeks shareholders’ approval to merge with Sun Pharma.This is all-share acquisition. 0.8 shares of Sun Pharma will be issued for every 1 share held in Ranbaxy. This values Ranbaxy at Rs.190.7 bn. The acquisition is almost at a market price on the date prior to the announcement (6 April 2014). The share swap ratio values Ranbaxy at Market Cap/TTM Sales multiple of 1.8x which is lower compared to its peers in the industry. The discount to peers could be attributed to operational concerns at Ranbaxy. Ranbaxy’s networth has deteriorated by 50% in the past four years and has an import alert from US FDA.Around 333.5 mn new equity shares of Sun Pharma will be issued to the shareholders of Ranbaxy, of which, 215 mn equity shares will be issued to Daiichi Sankyo Company Ltd (Daiichi). Post-merger, Daiichi will hold 9% of the paid up equity share capital of Sun Pharma. Benefits from the merger: Sun Pharma will have presence in all geographies, including Europe and emerging markets, instead of just current presence in US and India. Sun Pharma’s product portfolio is chronic focused, with merger it will have acute and OTC products in its portfolio After merger, Sun Pharma will become fifth largest generic player in the world and the largest player in India. We recommend voting FOR the

RELIANCE INFRASTRUCTURE LIMITED

Shri S. S. Kohli (DIN: 00169907), who was appointed as a Director be and is hereby appointed as an Independent Director of the Company.



Shri K. Ravikumar (DIN: 00119753), who was appointed as a Director be and is hereby appointed as an Independent Director of the Company.



To appoint Shri V. R. Galkar as an Independent Director



Ms. Ryna Karani (DIN: 00116930) be and is hereby appointed as an Independent Director of the Company.

Her reappointment is in line with all statutory requirements.


the Board of Directors of the Company be and is hereby authorised to create, offer, invite to subscribe, issue and allot, from time to time, in one or more tranches and/or in one or more series, secured/ unsecured/redeemable Non-Convertible Debentures on private placement basis, for such amount(s) as the Board may in its absolute discretion determine; provided that the aggregate amount of such NCDs shall be within the overall borrowing limits of the Company, as approved by the Members from time to time.

The issuance of non-convertible debentures will be within the approved borrowing limit of the company.


the Board of Directors of the Company be and is hereby authorised to borrow any sum or sums of money, in Indian Rupees and/or in any foreign currency from time to time, at its discretion, for the purpose of the business of the Company or such other approved purpose, which together with the monies already borrowed by the Company may at any time exceed up to two and half times of the then paid-up share capital of the Company and its free reserves and that the Board be and is hereby empowered and authorised to arrange or finalise the terms and conditions of all such monies to be borrowed from time to time as to interest, repayment, security or otherwise as it may in its absolute discretion determine.

Despite having significant headroom to borrow, the company proposes to increase its borrowing limit from 200% of the aggregate of equity share capital and free reserves (approved in February 2003) to 250% of the aggregate of equity share capital and free reserves. Although we understand that Companies Act 2013 requires an approval of borrowing limits through a special resolution, the company has not disclosed the need for incremental borrowing.On a standalone basis, RInfra’s FY14 debt to networth and debt to EBIDTA is 1.0x and 6.2x respectively. Debt to EBIDTA has ranged between 4.0x and 5.5x while debt to networth has ranged between 0.8x and 0.9x in the past three years.RInfra’s long term debt programme is rated CRISIL A+/Negative, which denotes adequate degree of safety regarding timely servicing of financial obligations.We expect companies to provide the rationale for the incremental borrowing. We also expect the Companies to increase their borrowing limit gradually and approach shareholders each year for any further increase in limit with adequate disclosure. In the absence of this information we add a transparency risk against the resolution.


The Board of Directors of the Company be and is hereby authorised to mortgage and/or charge, in addition to the mortgages/charges created/to be created by the Company, in such form and manner and with such ranking and at such time and on such terms as the Board may in its absolute discretion determine, on all or any of the movable and/or immovable properties of the Company, both present and future and/or the whole or any part of the undertaking(s) of the Company together with the power to take over the management of the business and concern of the Company in certain events of default, in favour of the Lender(s), Agent(s) and Trustee(s) and other bodies/persons, to secure the borrowings of the Company in respect of the said loans / borrowings /securities and containing such specific terms and conditions and covenants in respect of enforcement of security as may be stipulated in that behalf and agreed to between the Board of Directors or Committee thereof and the Lender(s) / Agent(s) / Trustee(s), as the case may be.

As we have recommended voting FOR resolution 6, we recommend voting FOR the resolution.

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M/s. V.J. Talati & Co., Cost Accountants (Firm Registration Number 00213) appointed as the Cost Auditors of the Company for audit of the cost accounting records of the Company for the financial year ending March 31, 2015, be paid remuneration of Rs. 2.50 lakh

As per Section 148 of Companies Act 2013, the remuneration of Rs.250,000 payable to VJ Talati & Co for FY15 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.


consent of the Company be and is hereby accorded to the Board of Directors of the Company to make further investment in and/ or acquisition by way of subscription, purchase or otherwise, of the securities of other bodies corporate, from time to time and in one or more tranches, for such amount(s) as the Board may in its absolute discretion determine; provided that the aggregate outstanding amount of such investments shall not any time exceed Rs.10,000 crore.

RInfra proposes to make investment in other body corporates so that the total amount of investment outstanding including the investment already made by the Company will not exceed Rs.100.0 bn. The investments will be made in various body corporates including Reliance Cement Company Private Limited, Reliance Concrete Private Limited, Reliance Power Transmission Limited, Utility Infrastructure and Works Private Limited and other bodies corporate.RInfra undertakes capital intensive projects either on its own or through subsidiaries, special purpose vehicles, joint ventures, other entities, and through consortium arrangements. As on 31 March 2013, the company had 38 subsidiaries, 16 associates, and four joint ventures.


the Board be and is hereby authorised to create, issue, offer and allot equity shares/fully convertible debentures/partly convertible debentures/non convertible debentures with warrants/ any other securities (other than warrants), which are convertible into or exchangeable with equity shares on such date as may be determined by the Board but not later than 60 months from the date of allotment (collectively referred to as “QIP Securities”), to the Qualified Institutional Buyers (QIBs) as predefined in the SEBI ICDR Regulations, whether or not such QIBs are Members of the Company, on the basis of placement document(s), at such time or times in one or more tranche or tranches, at par or at such price or prices, and on such terms and conditions and in such manner as the Board may, at its absolute discretion determine, in consultation with the Lead Managers, Advisors or other intermediaries, provided however that the aggregate amount raised by issue of QIP Securities as above shall not result in increase of the issued and subscribed equity share capital of the Company by more than 25 per cent of the then issued and subscribed equity share capital of the Company.

RInfra seeks to raise funds through the issuance of securities including equity shares, fully convertible debentures, non-convertible debentures with warrants and/or other securities convertible into equity shares.The issuance will not result in a dilution of over 25% in the paid up share capital of the company. Assuming that the issuance is done on the 30 June 2014 equity base, the company will issue ~65.7 mn equity shares. At the current market price, the company will raise Rs.49.1 bn.The funds raised through the issuance will enable the Company to strengthen its financial position and net worth by augmenting its long term resources.

OIL AND NATURAL GAS CORPORATION LIMITED


To receive, consider and adopt the Audited Financial Statement of the Company for the Financial Year ended 31st March, 2014, together with the Reports of the Directors and the Auditors' thereon and comments of the Comptroller & Auditor General of India, in terms of Section 143(6) of the Companies Act, 2013.



To confirm the payment of two interim dividends and declare final dividend on equity shares for the year 2013-14.

ONGC has maintained a dividend payout ratio in the range of 38%-45% in the last three years



To appoint a Director in place of Shri A K Banerjee (DIN-05287459) who retires by rotation and being eligible, of fers himself for re-appointment.

AK Banerjee is Director (Finance) of the company. His reappointment is in line with all the statutory requirements



the Board of Directors of the Company be and are hereby authorised to decide and fix the remuneration of the Joint Statutory Auditors of the Company for the Financial Year 2014-15, as may be deemed fit by the Board.

Varma & Varma, S Bhandari & Co, Ray & Ray, Mehra Goel & Co and GD Apte & Co were appointed as statutory auditors for FY14 by the Comptroller & Auditor General of India (C&AG). The auditors for FY15 will be appointed/reappointment by C&AG. As per Section 142 of the Companies Act, 2013 shareholder approval is required to authorize the board to fix the remuneration of statutory auditors at appropriate level.



Shri Tapas Kumar Sengupta (DIN-06802877) who was appointed as an Additional Director and designated as Director be and is hereby appointed as a Director of the Company.

Tapas Kumar Sengupta is Director (Offshore) of the company. His appointment is in line with all the statutory requirements



Shri Dinesh Kumar Sarraf (DIN-00147870) who was appointed as an Additional Director and designated as Chairman & Managing Director be and is hereby appointed as a Director of the Company.

Dinesh Kumar Sarraf is the Chairman and Managing Director of the company. His appointment is in line with all the statutory requirements



Dr. Subhash C. Khuntia (DIN-05344972) who was appointed as an Additional Director (Govt Director) be and is hereby appointed as a Director of the Company.

Dr. Subhash C Khuntia is a Government Nominee Director. His appointment is in line with all the statutory requirements.



Sh r i As hok Va rma (DIN-06909494) who was appointed as an Additional Director and designated as Director be and is hereby appointed as a Director of the Company.

Ashok Varma is Director (Onshore) of the company. His appointment is in line with all the statutory requirements



Shri Desh Deepak Misra (DIN-06926783) who was appointed as an Additional Director and designated as Director be and is hereby appointed as a Director of the Company, liable to retire by rotation.

Desh Deepak Misra is Director (Human Resources) of the company. His appointment is in line with all the statutory requirements.



The aggregate remuneration of `19.50 lakhs plus applicable taxes and out of pocket expenses payable to the six Joint Cost Auditors appointed by the Board of Directors of the Company, to conduct the audit of the cost records of the various units of the Company for the financial year ending March 31, 2015, be and is hereby ratified.

As per Section 148 of Companies Act 2013, the remuneration payable to cost auditors 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.The board has approved the appointment of Rao Murthy & Associates (Banglore), R Nanabhoy & Co (Mumbai), RJ Goel & Co (Delhi), Shome & Banerjee (Kolkata), Rohit & Associates (Mumbai), and Dhananjay V Joshi & Associates (Pune) as Cost Auditors for the year ended 31 March 2015 on a total remuneration of Rs 1.9 mn plus applicable taxes and out-of-pocket expenses

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July to September' 2014 19-Sep-14 MANAGEMENT To declare dividend for the year 2013-14. For FOR








July to September' 2014 19-Sep-14 ESCORTS MANAGEMENT For Abstain Abstained as per Proxy Voting Policy

July to September' 2014 19-Sep-14 ESCORTS MANAGEMENT For Abstain












BHARAT HEAVY ELECTRICALS LIMITED


To receive, consider and adopt the Audited Balance Sheet of the Company as at 31st March, 2014 and the Statement of Profit & Loss Account for the financial year ended on that date together with the Directors’ Report and Auditors’ Report thereon.



Bharat Heavy Electricals Ltd (BHEL) proposes to pay dividend of Rs. 2.83 per equity share (Rs. 5.41 in FY13). Dividend pay-out ratio is at 23.4% in FY14 (23.3% in FY13).



To appoint a Director in place of Shri R. Krishnan (DIN: 03053133), who retires by rotation and being eligible, offers himself for re-appointment.

R Krishnan’s reappointment is in line with all statutory requirements



To appoint a Director in place of Shri W.V.K. Krishna Shankar (DIN: 05304782), who retires by rotation and being eligible, offers himself for re-appointment.

WVK Krishna’s reappointment is in line with all statutory requirements



To authorize the Board of Directors to fix the remuneration of the Auditors for the year 2014-15.

BHEL seeks shareholders’ approval to authorize the board of directors of the company to fix the remuneration of the joint statutory auditors to be appointed by the Comptroller and Auditor General of India for FY15.



the remuneration of the Cost Auditors for conducting the audit of the cost records of the Company for the financial year ending March 31, 2015 as approved by the Board of Directors of the Company will be put up to the shareholders for ratification.

There is lack of clarity regarding the coverage of BHEL’s products for cost audit. BHEL has sought clarification from Cost Audit Branch, Ministry of Corporate Affairs. BHEL stated that on getting clarification, it will appoint cost auditor and the remuneration approved by the board will be submitted for ratification from shareholders before next AGM.



Shri Atul Sobti, who was appointed as an Additional Director be and is hereby appointed as a Director of the Company.

Atul Sobti’s appointment is in line with all statutory requirements



Shri. S. K. Bahri, who was appointed as an Additional Director be and is hereby appointed as a Director of the Company.

SK Bahri’s appointment is in line with all statutory requirements.



Ms. Harinder Hira (DIN: 01858921), who was appointed as an Additional Director be and is hereby appointed as an Independent Director of the Company.

Harinder Hira’s appointment is in line with all statutory requirements


To receive, consider and adopt the Audited Balance Sheet as at March 31, 2014, the Statement of Profit and Loss for the 18 months period ended on that date and the Reports of the Auditors’ and Directors’ thereon.


To declare Final Dividend and confirm the payment of Interim Dividend of Rs. 1.20 per share, already paid for the 18 months period ended March 31, 2014.



To appoint a Director in place of Mr. Hardeep Singh, who retires by rotation and being eligible, offers himself for reappointment.



To appoint M/s. S. N. Dhawan & Co, Chartered Accountants, (Firm Registration No.000050N) as Statutory Auditors to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting of the Company and to fix their remuneration.



M/s. Ramanath Iyer & Co., Cost Auditors (Firm Registration No. 000019) appointed by the Board of Directors of the Company be paid a remuneration of Rs. 8 lacs plus service tax and reimbursement of out of pocket expenses..



Dr. S.A. Dave (holding DIN 00001480), who was appointed as a Director liable to retire by rotation be and is hereby appointed as an Independent Director of the Company.



Mr. S.C. Bhargava (holding DIN 00020021), who was appointed as a Director liable to retire by rotation be and is hereby appointed as an Independent Director of the Company.



Mr. P. H. Ravikumar (holding DIN 00280010), who was appointed as an Additional Director be and is hereby appointed as an Independent Director of the Company.



Mrs. Vibha Paul Rishi (holding DIN 05180796), who was appointed as an Additional Director be and is hereby appointed as an Independent Director of the Company



The consent of the Company be and is hereby accorded for payment of remuneration to Mr. Rajan Nanda, Managing Director of the Company



The consent of the Company be and is hereby accorded for re-appointment of Mr. Rajan Nanda as Managing Director of the Company



the Non- Executive Directors of the Company be paid Commission as may be decided by the Board of Directors of the Company from time to time provided that the total commission payable to the Non-Executive Directors with authority to the Board to determine, the manner, basis and the amount of commission payable to each Non-Executive Director.



The consent of the Company be and is hereby accorded to the Board of Directors of the Company and/ or such Committee/ officer(s) to whom the Board may consider necessary, for borrowing from time to time, any sum or sums of money which, together with the monies already borrowed by the Company may exceed the aggregate for the time being of the Paid-up Share Capital and Free Reserves of the Company provided that the maximum amount of money borrowed shall not at any time exceed Rs. 1500 Crores.


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The consent of the Company be and is hereby accorded to the Board of Directors of the Company, to create mortgages, charges, pledge and hypothecation on the assets of the Company, both movable and immovable whether in existence or to be acquired in future, to secure Debentures/ Bonds or any other instruments or Loans being the borrowing powers delegated by the members to the Board of Directors together with additional interest, liquidated damages, commitments charges, premia on prepayment or any other charges payable by the Company to such Financial Institutions/ Banks, Finance Companies, Debentures/ Bondholders or any other instrument holders from whom the Company has/ would have received loans.



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 exclusion of the regulations contained in the existing Articles of Association of the Company.


PURAVANKARA PROJECTS LIMITED


To receive, consider and adopt the audited Balance Sheet as at 31st March 2014, and the statement of Profit & Loss for the year ended on that date, the reports of the Directors & auditors thereon.



To declare a dividend of Rs. 1.92 per equity share

Puravankara Projects Ltd (PPL) proposes to pay dividend of Rs. 1.92 per equity share. Dividend pay-out ratio is at 50.2% in FY14 (27.8% in FY13).



To appoint a director in place of Mr. Ravi Puravankara, who retires by rotation and being eligible, offer himself for re-appointment.

Ravi Puravankara’s reappointment is in line with all statutory requirements.



To Appoint auditors M/s Walker Chandoik & Co & to fix their remuneration

PPL proposes to re-appoint Walker, Chandiok & Co. LLP as the statutory auditor. Walker, Chandiok & Co. LLP has been the statutory auditor of the company for the past 8 years. The reappointment is line with our Voting Policy on Auditor Rotation and with the provisions of section 139 of the Companies Act 2013. Therefore, we recommend voting FOR the resolution.



To Appoint Mr. Anup Sanmukh Shah as a Non Executive Independent Director of the Company.

Anup S Shah’s reappointment is in line with all statutory requirements.



To Appoint Mr. Ramachandra Venkatasubba Rao as a Non Executive Independent Director of the Company.

Ramachandra V Rao’s reappointment is in line with all statutory requirements. Ramachandra V Rao’s has been associated with the company 8 years: reappointment for another 5 years will result in a cumulative tenure of over 10 years. We recognize that his reappointment is currently in line with the requirements of Companies Act 2013 and Clause 49 of SEBI’s Listing Agreement. Notwithstanding, we believe that the tenure of directors is inversely proportionate to their independence. Therefore, in line with our Voting Policy on (Re) Appointments of Independent Directors, we will consider Ramachandra V Rao non-independent once his tenure crosses 10 years: this will impact our view on the company’s board composition and voting recommendations on coming board appointments and reappointments.



To Appoint Mr. Pradeep Guha as a Non Executive Independent Director of the Company.

Pradeep Guha’s reappointment is in line with all statutory requirements. Pradeep Guha’s has been associated with the company 8 years: reappointment for another 5 years will result in a cumulative tenure of over 10 years. We recognize that his reappointment is currently in line with the requirements of Companies Act 2013 and Clause 49 of SEBI’s Listing Agreement. Notwithstanding, we believe that the tenure of directors is inversely proportionate to their independence. Therefore, in line with our Voting Policy on (Re) Appointments of Independent Directors, we will consider Pradeep Guha non-independent once his tenure crosses 10 years: this will impact our view on the company’s board composition and voting recommendations on coming board appointments and reappointments.



To Approve payment of remuneration to the Non Executive Independent Director of the Company.

PPL seeks shareholders’ approval to pay commission to non-executive directors up to 1% of the net profits for a period of five years commencing from 22 September 2014.The total commission paid to all the non-executive directors in the last three years has remained below 0.31% of the company’s net profits. In the last three years, the company has consistently paid commission of Rs. 3.3 mn for all the non-executive directors.

SUNDRAM FASTENERS LIMITED


The Audited Balance Sheet as at 31st March 2014, the statement of Profit and Loss Account and cash flow statement including the consolidated financial statements for the year ended 31st March 2014, together with the Report of the Directors' and the Auditors' Report, be and are hereby approved and adopted.



Ms Arathi Krishna, (holding DIN 00517456) Director, who was appointed as a Director not liable to retire by rotation be and is hereby appointed as a Director liable to retire by rotation.

Reappointment of Arathi Krishna is in line with all the statutory requirements

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M/s Sundaram & Srinivasan, Chartered Accountants, Chennai, Auditors of the Company, (Registration No.004207S with the Institute of Chartered Accountants of India), be and are hereby re-appointed as statutory auditors of the Company.

Sundram Fasteners Limited (‘SFL’) proposes to reappoint Sundaram & Srinivasan as statutory auditors: Sundaram & Srinivasan have been SFL’s statutory auditors for the past 18 years. The reappointment is not in the the spirit of Section 139 of the Companies Act 2013.Under section 139 of the Companies Act 2013, an audit firm’s tenure (including network firms) may extend to a maximum of two consecutive terms of five years each (maximum 10 years). Although the Act has given companies a three-year window to comply, we expect companies to be proactive and start abiding by the spirit of the regulations at the earliest



Sri R Ramakrishnan (holding DIN 00236673), be and is hereby appointed as a non-executive and independent director of the Company

R Ramakrishnan has been on the board of the company for the past 11 years. The length of tenure is inversely proportionate to the independence of a director. Due to the long association (>10 years) of R Ramakrishnan with the company, he is considered non-independent.If the company believes that it will benefit from R Ramakrishnan serving on the board, it should appoint him as a non-independent director and induct additional independent directors to ensure that the board composition is in line with the requirements of Clause 49 of the Listing Agreement.



Sri M Raghupathy (holding DIN 00012997), be and is hereby appointed as a non-executive and independent director of the Company.

M Raghupathy’s reappointment is in line with all statutory requirements.M Raghupathy has been associated with the company for eight years: reappointing him for another three years will result in a cumulative tenure of over 10 years. We believe that the tenure of directors is inversely proportionate to their independence.



Sri C V Karthik Narayanan (holding DIN 00255676), be and is hereby appointed as a non-executive and independent director of the Company.

C V Karthik Narayanan’s reappointment is in line with all statutory requirements.C V Karthik Narayanan has been associated with the company for eight years: reappointing him for another four years will result in a cumulative tenure of over 10 years. We believes that the tenure of directors is inversely proportionate to their independence.



Sri V Narayanan (holding DIN 00081673), be and is hereby appointed as a non-executive and independent director of the Company.

V Narayanan has been on the board of the company for the past 20 years. The length of tenure is inversely proportionate to the independence of a director. Due to the long association (>10 years) of V Narayanan with the company, he is considered non-independent.If the company believes that it will benefit from V Narayanan serving on the board, it should appoint him as a non-independent director and induct additional independent directors to ensure that the board composition is in line with the requirements of Clause 49 of the Listing Agreement.



Sri R Srinivasan (holding DIN 00043658), be and is hereby appointed as a non-executive and independent director of the Company.

R Srinivasan has been on the board of the company for the past 19 years. The length of tenure is inversely proportionate to the independence of a director. Due to the long association (>10 years) of R Srinivasan with the company, he is considered non-independent.If the company believes that it will benefit from R Srinivasan serving on the board, it should appoint him as a non-independent director and induct additional independent directors to ensure that the board composition is in line with the requirements of Clause 49 of the Listing Agreement.



The draft regulations contained in the Articles of Association submitted to this meeting be and is hereby approved and adopted in lieu of, and to the entire exclusion of the existing Regulations.

SFL proposes to amend the Articles of Association (AoA) to delete/amend the references to various sections and schedules of the Companies Act, 1956 and to substitute them with the provisions of Companies Act, 2013.



The Board of Directors to borrow monies from time to time, at their discretion, together with the monies already borrowed by the Company either from the Company’s bankers and / or any one or more persons, entities or Financial Institutions including by issue of debentures or otherwise and whether unsecured or secured by charge, lien or pledge, mortgage and hypothecation of the Company’s assets and properties whether tangible / intangible, movable or immovable, or stock-in-trade and work-inprogress / process of the Company on such terms and conditions as may be considered suitable by the Board of Directors up to a limit of Rs 1,000 crores.

The resolution for the proposed borrowing limit does not include ‘temporary loans’ as defined under Section 180(1)(a) of Companies Act 2013: this means that the company may raise short term debt, working capital, and all debt that is repayable on demand, in addition to the proposed borrowing limit.On 31 March 2014, the company’s current outstanding debt aggregated Rs.7.4 bn at a consolidated level and Rs.6.6 bn on a standalone basis. Its consolidated networth is Rs.8.0 bn and standalone networth is Rs.7.8 bn. The company’s debt/equity ratio is 0.9 and interest coverage is 3.7 on a standalone basis. The company’s short-term credit facilities have been rated CRISIL A1+. SFL has not leveraged its balance sheet heavily in the recent past: we expect that the company will continue to remain judicious about debt raising.

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The Board of Directors of the Company, to create such charge, lien or pledge, mortgage and hypothecation in addition to the existing charges, mortgages and hypothecations created by the Company, on such tangible / intangible, movable and immovable properties, wherever situated, both present and future, in such manner as the Board may deem fit, in favour of Banks / Financial Institutions and / or other Lenders / Trustees for Debentures / Bonds to secure the borrowings viz., term loans, working capital loans - both short-term and long-term, foreign currency borrowing(s) including external commercial borrowing(s), buyer's credit or such other loan(s), non-convertible debentures etc., availed / issued by the Company together with interest at the agreed rate, additional interest, liquidated damages, commitment charges, premia on prepayment or on redemption, costs, charges, expenses and all other monies payable by the Company in respect of such borrowings of the Company, subsidiaries, associates, joint ventures on such terms and conditions, as the Board may determine from time to time.

This is with reference to the ratification of borrowing limit as discussed in Resolution 10 above. The resolution enables the company to raise secured debt. Secured loans typically have easier repayment terms, less restrictive covenants and marginally lower interest rates

GODFREY PHILLIPS INDIA LIMITED


To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2014 and the Statement of Profit and Loss for the year ended on that date and the reports of the Directors and Auditors thereon




Godfrey Phillips has maintained a dividend payout ratio of ~28% in the last three years.



To appoint a director in place of Mr. Lalit Kumar Modi (DIN 00029520) who retires by rotation and being eligible, offers himself for re-appointment

Lalit Kumar Modi is the son of Krishna Kumar Modi, the President of Rs 40 bn Modi Group. He represents the promoter of the company. His reappointment is in line with all the statutory requirements.



To appoint M/s. Deloitte Haskins & Sells, Chartered Accountants, (Firm Registration No. 015125N) as the Statutory Auditors of the Company for three years i.e. from the conclusion of this Annual General Meeting till the conclusion of the Annual General Meeting of the Company to be held in the calendar year 2017 (Subject to ratification of their appointment at each Annual General Meeting) and to fix their remuneration

Godfrey Phillips proposes to reappoint Deloitte Haskins & Sells as statutory auditors for three years: Deloitte Haskins & Sells is part of the Deloitte Touche Tohmatsu audit network. Prior to appointing Deloitte Haskins & Sells, the company’s auditors were AF Ferguson & Co (1998-2012). They are also part of the Deloitte Touche Tohmatsu audit network. Therefore, audit firms belonging to Deloitte Touche Tohmatsu have been the company’s statutory auditors for the past 17 years. The reappointment is neither in line with our Voting Policy on Auditor Rotation, nor in keeping with the spirit of section 139 of the Companies Act 2013.Under section 139 of the Companies Act 2013, an audit firm’s tenure may extend to a maximum of two consecutive terms of five years each (maximum 10 years). Although the Act has given companies a three-year window to comply, we expect companies to be proactive and start abiding by the spirit of the regulations at the earliest.



Mr. R.A. Shah, be and is hereby be appointed as an Independent Director of the company.

RA Shah has been on the board of the company for the past 45 years. The length of tenure is inversely proportionate to the independence of a director. Due to his long association (>10 years) with the company, he is considered non-independent. He is on the board of 13 public limited companies. This is higher than the threshold prescribed under section 165 of the Companies Act 2013. Although there is a one year window to comply, we believe companies and directors must be proactive and start abiding by the spirit of the regulations at the earliest.



Mr. Anup N. Kothari, be and is hereby appointed as an Independent Director of the Company.

Anup N Kothari has been on the board of the company for the past 25 years. The length of tenure is inversely proportionate to the independence of a director. Due to his long association (>10 years) with the company, he is considered non-independent.If the company believes he is contributing to the board deliberations, it may propose re-appointing him as non-independent director.



Dr. Lalit Bhasin, be and is hereby appointed as an Independent Director of the company.

Dr. Lalit Bhasin has been on the board of the company for the past 28 years. The length of tenure is inversely proportionate to the independence of a director. Due to his long association (>10 years) with the company, he is considered non-independent.He is on the board of 11 public limited companies. This is higher than the threshold prescribed under section 165 of the Companies Act 2013. Although there is a one year window to comply, we believe that companies and directors must be proactive and start abiding by the spirit of the regulations at the earliest.



Ms. Bina Modi, be and is hereby appointed as a Director of the Company.

Ms. Bina Modi is the wife of Krishna Kumar Modi and represents the promoter of the company. Her appointment is in line with all the statutory requirements.



The Company or any other law for the time being in force and subject to such other approval(s) and consent(s) of such authority(ies) as may be required, each and every one of the Equity Shares of the Company of the nominal value of Rs.10/- fully paid up be and is hereby divided into 5 Equity Shares of Rs.2/- each fully paid-up.

Godfrey Phillips seeks shareholders’ approval to sub-divide the nominal value of equity share capital from Rs 10 to Rs 2 per share. The company’s shares are listed on BSE and NSE. The proposed subdivision is expected to improve the liquidity of the company’s shares in the stock market. Consequential to subdivision, the company will have to replace the existing Clause 5 (nominal value of Rs 10 per share) of MoA with new Clause 5 (nominal value of Rs 2 per share).

Confidential

July to September' 2014 23-Sep-14 MANAGEMENT For FOR This resolution is linked to Resolution #9.


July to September' 2014 23-Sep-14 V MART RETAIL LIMITED MANAGEMENT For ABSTAIN Abstained as per Proxy Voting Policy

July to September' 2014 23-Sep-14 V MART RETAIL LIMITED MANAGEMENT For FOR











The Share Capital of the Company is Rs.25,00,00,000 divided into 60,000 Preference Shares of Rs. 100/- each and 12,20,00,000 Equity Shares of Rs. 2 each, to a fixed cumulative preferential dividend at the rate of 14 percent per annum on the capital for the time being paid-up thereon, subject to deduction therefrom of income-tax at the rate of income tax payable by the Company on its profits and further subject to such deduction of tax at source in respect of tax payable by the shareholders as required.



The remuneration payable to the Directors of the Company may be as hereinafter provided. The remuneration of each Director for his services shall be Rupees One Lakh for attending each Meeting of the Board or a duly constituted Committee thereof. The Directors or any one or more of them shall be paid such further remuneration (if any) as the Company in General Meeting has determined or shall from time to time determine."

Godfrey Phillips seeks shareholders’ approval to amend Article 106 of the Articles of Association (AoA) by increasing the sitting fees from the present Rs 20,000 to Rs 1,00,000 per board meeting or committee meeting. As per Section 197 of the Companies Act, 2013, the company can pay sitting fee for attending board/committee meeting upto Rs 1,00,000 per meeting. The proposed increase is within the prescribed limit. Godfrey Phillips pays the sitting fees to non-executive directors only. None of the non-executive directors were awarded commission in the last three years. As the Directors’ (-including non-executives) responsibilities in the company have increased and therefore, the company seeks increase in the sitting fees and, consequently, amendment in AoA.


To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2014 and the statement of Profit & Loss Account for the year ended 31st March, 2014 along withthe Reports of the Auditors and Directors thereon.


To declare a dividend of Re. 1/- per equity shares for the financial year 2013-14

V-Mart has proposed to a dividend of Re 1 per share for FY14, same as in FY13. The cash outgo on account of dividend and dividend distribution tax increased by 36% to Rs 21.0 mn from Rs 15.4 mn in FY13. The dividend payout ratio has broadly remained unchanged at around 8.5% over the previous year.


To appoint a Director in place of Mr. Hemant Agarwal (holding DIN 02242019) who retires by rotation and being eligible offers himself for re-appointment.

Hemant Agarwal represents the promoter. His reappointment is in line with all the statutory requirements.


M/s Walker, Chandiok & Co., Chartered Accountants, having Firm Registration No. 001076, be and are hereby appointed as Statutory Auditors of the Company to hold office, from the conclusion of this annual general meeting for 3 (three) consecutive years, subject to ratification at every annual general meeting, on such remuneration, as may be fixed by Board of Directors of the Company.

V-Mart Retail proposes to reappoint Walker, Chandiok & Co as statutory auditors: Walker, Chandiok & Co have been auditing the company’s financial statements for the past two years. The reappointment of Walker, Chandiok & Co is in line with our Voting Policy on Auditor Rotation and complies with the requirements of section 139 of the Companies Act 2013.


Mr. Aakash Moondhra, be and is hereby appointed as an Independent Director of the Company.

Aakash Moondhra’s reappointment is in line with all the statutory requirements.Aakash Moondhra has been on the board of V-Mart for two years; his attendance of board meetings is low (50% in FY14 and 83% in FY13). We recommend a minimum attendance level of 75% in board/committee meetings in each year during a three-year period. Hence, we will monitor his attendance going forward and recommend voting AGAINST his reappointment if the attendance level continues to remain below 75%.


Mr. Kamal Kumar Gupta, be and is hereby appointed as an Independent Director of the Company.

Kamal Kumar Gupta’s reappointment is in line with all the statutory requirements.


Mr. Krishan Kumar Gupta, be and is hereby appointed as an Independent Director of the Company.

Krishan Kumar Gupta’s reappointment is in line with all the statutory requirements.


The remuneration of Mr. Lalit Agarwal, (holding DIN 00900900) Managing Director of the Company, designated as Chairman & Managing Director, with effect from 1st April, 2014 till his remaining tenure i.e. upto 31st May, 2017 as Managing Director of the Company as approved.

V-Mart Retail seeks shareholders’ approval to revise the remuneration payable to Lalit Agarwal as Managing Director wef 1 April 2014 to 31 May 2017. As per the revised terms, he will be paid a basic salary of Rs 5.4 mn per annum, commission upto 1% of net profit and perquisites as per Management Regulations. In FY14, he was paid a remuneration of Rs 8.4 mn, ~20% higher than the remuneration of Rs 7.0 mn in the previous year. The revised remuneration will be around Rs 10.0 mn.


Mr. Madan Gopal Agarwal, be and is hereby appointed as Whole-time Director of the Company.

V-Mart Retail seeks shareholders’ approval to revise the remuneration payable to Madan Gopal Agarwal as Whole-time Director wef 1 April 2014 to 31 May 2017. As per the revised terms, he will be paid a basic salary of Rs 1.8 mn per annum, commission upto 0.37% of net profit and perquisites as per Management Regulations. In FY14, he was paid a remuneration of Rs 2.8 mn, ~20% higher than the remuneration of Rs 2.3 mn in the previous year. The revised remuneration will be around Rs 3.4 mn.


The Company do hereby approves the revision/ variation in the remuneration of Mr. Hemant Agarwal, as Whole-time Director of the Company as approved and recommended by the Remuneration Committee.

V-Mart Retail seeks shareholders’ approval to revise the remuneration payable to Hemant Agarwal as Whole-time Director wef 1 April 2014 to 31 May 2017. As per the revised terms, he will be paid a basic salary of Rs 3.6 mn per annum, commission upto 0.67% of net profit and perquisites as per Management Regulations. In FY14, he was paid a remuneration of Rs 5.6 mn, ~20% higher than the remuneration of Rs 4.6 mn in the previous year. The revised remuneration will be around Rs 6.7 mn.

Confidential




July to September' 2014 23-Sep-14 MANAGEMENT For Abstain














The approvals, consents and permissions of the Government of India, Reserve Bank of India and any other appropriate authorities, institutions or bodies as may be necessary and subject to such conditions as may be prescribed by any of the concerned authorities while granting such approvals, permissions and sanctions, the consent of the Company be and is hereby accorded for investment in the equity shares of the Company by Foreign Institutional Investors (FIIs) including their sub-accounts registered with the Securities and Exchange Board of India up to the sectoral cap as applicable or upto such other limit as may be permitted by the rules and regulations of FEMA, FDI Policy.

The current foreign holding in V-Mart Retail is 23.8%. Under the current rules, investments by FIIs can go upto 24% in a listed company. This limit can be raised upto the Sectoral cap, after taking shareholders’ approval. In the Multi-Brand retail sector, foreign investment is allowed upto 51%. The company now proposes to increase the limit of shareholding by FIIs from 24% to the Sectoral cap of 51%. This is an enabling provision, which will provide for further foreign investment in the company.


The appropriate authorities, the Company do hereby ratify the “V-Mart ESOP Scheme, 2012” (hereinaftermay be refereed as “the Scheme or the Plan”) as earlier approved by the Shareholders of the Company at the Annual General Meeting of the Company.

V-Mart Retail implemented an Employee Stock Option Scheme (V-Mart ESOP 2012), under which it planned to grant maximum of 300,000 stock options to its employees. The exercise price of options will be determined by the Remuneration Committee. As per the Scheme, the issuance of equity shares following exercise of stock options will lead to a maximum equity dilution of 1%.On 20 July 2012, the company granted 153,252 stock options to the eligible employees at an exercise price of Rs 150 per option. These options were granted at ~27% discount to the market price of Rs 200 on the same date. Assuming all options are exercised, there will be a ~0.8% dilution in the company’s equity capital, which is not significant.Of the total granted options, 45,975 are vested on 31 March 2014. Had all vested options exercised, the company’s net profit would have been lower by Rs 19 mn, which is 7.5% of FY14 net profit.

MULTI COMMODITY EXCHANGE


To receive, consider and adopt the Audited Balance Sheet as at March 31, 2014 and the Statement of Profit and Loss and Cash Flow Statement for the year ended on that date along with the notes and the reports of the Board of Directors and Auditors thereon.



To confirm the payment of interim dividend on Equity Shares for the financial year 2013-14 and to declare a final dividend on Equity Shares for the financial year ended March 31, 2014.




M/s. Shah Gupta & Co., Chartered Accountants, be and is hereby approved and that they shall hold the said office till the conclusion of this Annual General Meeting.




Mr. Satyananda Mishra, be and is hereby appointed as an Independent Director of the company.




Mr. Ganesa Iyer Anantharaman, be and is hereby appointed as an Independent Director of the company.




Mr. M.A.K. Prabhu as a Shareholder Director, shall be liable to retire by rotation, and shall cease to be a Director of the Company




Mr. Parveen Kumar Singhal, as a Director of the Company,




The Company be and is hereby accorded to the appointment of Mr. Parveen Kumar Singhal (DIN: 01237602) as the Joint Managing Director.




The appointment of Dr. Manoj Vaish, as the Managing Director & Chief Executive Officer (MD & CEO) of the Company.




The Articles of Association of the Company, the members of the Company hereby approve and ratify the revision and payment of the sitting fees to all the Non Executive and /or the ‐Independent Directors entitled to sitting fees,Company hereby approve and ratify the revision and payment of the sitting fees to all the Non Executive and /or the Independent ‐Directors entitled to sitting fees.




The Company, as amended from time to time, the Members hereby accord its approval to amend ESOP- 2008 Scheme by permitting the eligible employees to exercise all the Options granted but not vested and/or optionsvested but not exercised after the expiry of one year of attaining the age of superannuation or expiration of the contractincluding extension thereof.




The Company be and is hereby accorded for any such acts, deeds, steps, etc. as may be taken by the Board including any negotiation/re-negotiation/ modification/ amendment to, or termination thereof, of the subsisting agreements and all the payments made and/or to be made to such FT Parties, in terms of such contracts/ agreements/arrangements be and are hereby ratified and approved.




The consent of the members of the Company be and is hereby accorded for appointment of Mr. Balkrishna Vinayak Chaubal (DIN: 06497832), a nominee of State Bank of India’s associate banks, as a Shareholder Director of the Company




The consent of the members of the Company be and is hereby accorded for appointment of Mr. R. Amalorpavanathan (DIN: 06941432), a nominee of National Bank for Agriculture and Rural Development (NABARD), as a Shareholder Director of the Company.


Confidential





















The consent of the members of the Company be and is hereby accorded for appointment of Mr. Ajai Kumar (DIN: 02446976), as a Director, and that his period of offi ce shall be liable to determination by retirement of directors by rotation.




To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2014 and Profit and Loss Account for the year ended on that date, the Report of the Directors’ and the Auditors’ thereon



To declare and sanction the payment of Dividend on equity shares of the Company for the financial year 2013-2014

Dividend of Re 1.0 per share is lower as compared to Rs 1.40 paid for FY13. The payout ratio for FY14 is lower at 14.6% (17.6% for FY13)



To appoint a Director in place of Smt. Rajashree Birla (DIN: 00022995), who retires from office by rotation and being eligible, offers herself for reappointment

Her reappointment is in line with the statutory requirements



To appoint a Director in place of Mr. A.K. Agarwala (DIN: 00023684), who retires from office by rotation and being eligible, offers himself for reappointment




To appoint Auditors Messrs Singhi & Company & to fix their remuneration

Singhi & Co. have been Hindalco’s statutory auditors for the past 55 years. The reappointment is neither in line with our Voting Policy on Auditor Rotation nor follows the spirit of Section 139 of the Companies Act 2013.Under Section 139 of the Companies Act 2013, an audit firm’s tenure may extend to a maximum of two consecutive terms of five years each (maximum 10 years). Although the Act has given companies a three-year window to comply, we expect companies to be proactive and start abiding by the spirit of the regulations at the earliest.



To appoint Mr. M.M. Bhagat (DIN: 00006245) as an Independent Director of the Company

MM Bhagat has been on the board of the company for the last 18 years. The length of tenure is inversely proportionate to independence of a director. Due to the long association (>10 years) of MM Bhagat in the board of the company, he is considered as non-independent.If the company believes that they benefit from MM Bhagat serving on the board, it must appoint him on the board as a non-independent director and induct additional independent directors to ensure that the board composition is in line with the requirements of Clause 49 of the Listing Agreement.



To appoint Mr. Ram Charan (DIN: 03464530) as an Independent Director of the Company




To appoint Mr. K. N. Bhandari (DIN: 00026078) as an Independent Director of the Company




To appoint Mr. N.J. Jhaveri (DIN: 00198912) as an Independent Director of the Company




To appoint Mr. Jagdish Khattar (DIN: 00013496) as an Independent Director of the Company




To ratify the remuneration of the Cost Auditors M/s Nanabhoy & Co., Cost Accountants, appointed by the Board of Directors of the Company to conduct the audit of the cost records of the Company be and is hereby ratified and confirmed.

The reappointment of Nanabhoy & Co. as Cost Auditors is in line with the statutory requirements.



Company Secretary for the sake of identification, and the new Articles of Association be and is hereby approved and adopted as the Articles of Association of the Company in place and in substitution of the existing Articles of Association

With the enactment of the Companies Act, 2013, several regulations of the existing Articles of Association (AoA) of the Company require alteration and/or deletion. Considering the above, it is imperative to replace the existing AoA with new AoA.



Re-appointment of Mr. D. Bhattacharya (DIN: 00033553) as the Managing Director of the Company,

The company is proposing to change the terms of appointment for D Bhattacharya, Managing Director: he will now be eligible to retire by rotation. This is aimed at complying with the requirements of the Companies Act 2013.



Appointment of Mr. Satish Pai (DIN: 06646758) as the Whole time Director of the Company,

The company is proposing to change the terms of appointment for Satish Pai, Deputy Managing Director: he will now be eligible to retire by rotation. This is aimed at complying with the requirements of the Companies Act 2013.



To approve the payment of commission to nonexecutive directors at a rate not exceeding 1% (one percent) per annum of the net profits of the Company

Shareholders in the September 2011, had approved payment of commission up to one percent of profit as commission for five years. Pursuant to Section 197 (1) and 198 of the Companies Act, 2013, Hindalco seeks shareholders’ approval to pay commission up-to one percent of the net profit of the company to Non-Executive Directors. The commission paid to Non-Executive Directors in the last three years has ranged between 0.5% and 0.6% of reported net profit.Shareholders should consider asking the company to cap the commission in absolute amount.



To approve the offer or invitation to subscribe to Non-Convertible Debentures on a privateplacement basis upto an amount not exceeding Rs. 6000 Crores (Rupees Six Thousand Crores only), on




To approve transactions with Birla Nifty Pty Ltd and Birla Mt Gordon Pty Ltd, second tier subsidiaries of the Company for purchase of Copper Concentrate which are commercial transactions

Birla Nifty Pty Ltd (Nifty) and Birla Mt Gordon Pty Ltd (Mt). are step down subsidiaries of Hindalco. The Company enters into commercial transactions with Nifty and Mt Gordon to purchase copper concentrate from them on an ongoing basis at arm’s length. The transactions are in the ordinary course of business. The estimated value of the transaction is Rs 20 bn per annum and Rs 6 bn per annum with Nifty and Mt Gordon respectively. These are operational transactions

Confidential


















To approve the transactions with Utkal Alumina International Limited for purchase of alumina wholly owned subsidiary of the Company for purchase of alumina which is a commercial transaction

Utkal Alumina International Limited (UAIL) is wholly owned subsidiary of the company. The Company has entered into a long term contract with UAIL for purchase of alumina which is a commercial transaction in the ordinary course of its business. The estimated value is Rs 17.5 bn per annum. Since UAIL is a wholly owned subsidiary of the company, the price of alumina charged by it has no economic impact at a consolidated level.



To approve the transactions with Utkal Alumina International Limited for issuance of Corporate Guarantees, wholly owned subsidiary of the Company for issuance of corporate guarantees

Hindalco has issued corporate guarantees for availing term loan (Rs 50 bn) and for importing capital goods on concessional custom duty under Export Promotion Capital Goods (EPCG) Scheme (Rs 0.14 bn). Since UAIL is a wholly owned subsidiary of the company, it has no economic impact at a consolidated level.



To borrow for and on behalf of the Company, from time to time as they may consider fit, any sum or sums of money business of the Company any time shall not exceed Rs. 20,000 Crores

Hindalco’s credit protection measures are healthy. Its debt programs are rated CRISIL AA/Stable/CRISIL A1+, which denote high degree of safety with respect to timely servicing of financial obligations. Hindalco proposes to borrow for ongoing capital expenditure and for general corporate purposes. We believe that Hindalco will be judicious in raising debt as it has done in the past.



To approve creation of security on the properties of the Company, both present and future, amount not exceeding Rs. 20,000 Crores


PROCTER AND GAMBLE HYGIENE AND HEALTH


To receive, consider and adopt the Audited Balance Sheet as at June 30, 2014, 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.



To declare dividend for the Financial Year ended June 30, 2014.

Procter & Gamble Hygiene and Health Care Ltd (P&G India) proposes to pay dividend of Rs. 27.5 per equity share. Dividend pay-out ratio is at 46.7% in FY14 (46.9% in FY13).



To appoint a Director in place of Mr. Pramod Agarwal (DIN 00066989), who retires by rotation and being eligible, offers himself for re-appointment.

Pramod Agarwal’s reappointment is in line with all statutory requirements.



To appoint Messrs. Deloitte Haskins and Sells LLP, Chartered Accountants (Firm Reg. No. 117366W/ W-100018) as Statutory Auditors of the Company to hold office from the conclusion of this Meeting until the conclusion of the Fifty Third (53rd) Annual General Meeting, subject to ratification of their appointment at every Annual General Meeting, on such remuneration and reimbursement of out-of-pocket expenses, as the Board of Directors may decide.

P&G India proposes to reappoint Deloitte Haskins and Sells LLP as statutory auditors: Deloitte Haskins and Sells LLP have been P&G India’s statutory auditors for the past 21 years. The reappointment is neither in line with our Voting Policy on Auditor Rotation nor follows the spirit of Section 139 of the Companies Act 2013.Under section 139 of the Companies Act 2013, an audit firm’s tenure may extend to a maximum of two consecutive terms of five years each (maximum 10 years). Although the Act has given companies a three-year window to comply, we expect companies to be proactive and start abiding by the spirit of the regulations at the earliest.



Mr. R. A. Shah, be and is hereby appointed as the Non-Executive Independent Director of the Company.

RA Shah has been on the board of the company for the past 50 years. The length of tenure is inversely proportionate to the independence of a director. Due to RA Shah’s long association (>10 years) with the company, he is considered non-independent.RA Shah is on the board of 12 other public limited companies, which is higher than the threshold prescribed in Section 165 of the Companies Act, 2013. Although the Act has given a one-year window to comply, we expect companies and directors to be proactive and start abiding by the spirit of the regulations at the earliest.



Mr. B. S. Mehta, be and is hereby appointed as the Non-Executive Independent Director of the Company.

BS Mehta has been on the board of the company for the past 35 years. The length of tenure is inversely proportionate to the independence of a director. Due to BS Mehta’s long association (>10 years) with the company, he is considered non-independent.BS Mehta is on the board of 13 other public limited companies, which is higher than the threshold prescribed in Section 165 of the Companies Act, 2013. Although the Act has given a one-year window to comply, we expect companies and directors to be proactive and start abiding by the spirit of the regulations at the earliest.



Mr. A. K. Gupta, be and is hereby appointed as the Non-Executive Independent Director of the Company.

AK Gupta’s reappointment is in line with all statutory requirements.



Mr. Shailyamanyu Singh, be and is hereby appointed as a Non-Executive Director of the Company, liable to retire by rotation.”

Shailyamanyu Singh’s appointment is in line with all statutory requirements.



Ms. Sonali Dhawan, be and is hereby appointed as a Non- Executive Director of the Company, liable to retire by rotation.”

Sonali Dhawan’s appointment is in line with all statutory requirements



The Members hereby approve the remuneration of Rs. 6,00,000/- plus service tax and out-of-pocket expenses payable to M/s Ashwin Solanki & Associates, Cost Accountants, who are appointed by the Board of Directors of the Companyto conduct audit of the Cost records maintained by the Company.

The reappointment of Ashwin Solanki & Associates as Cost Auditors is in line with the statutory requirements.

AMBIKA COTTON MILLS LIMITED


To receive, consider and adopt the Audited Financial Statements of the Company for the year ended 31st March 2014 and the report of the Directors and Auditors thereon.

Confidential

July to September' 2014 24-Sep-14 MANAGEMENT To declare a Dividend. For FOR










Despite a 55.4% growth in profits from FY13, Ambika Cotton Mills Ltd. (ACML) hasincreased its dividend payout by 31% to Rs 12.5 per share from Rs 9.5 in FY13.However, dividend payment has grown at the same pace (from Rs 5 per share to Rs 12.5per share) by as the improved profitability (from Rs 0.2 bn to Rs 0.5 bn). Both haveimproved 1.5 times over that in FY12. Dividend payout ratio is ranges from 14.3% inFY12 to 21% in FY13 to 18% in FY14 which is slightly on the lower end.



To appoint a Director in place of Mrs. Vidya Jyothish Pillai who retires by rotation and being eligible offers herself for re-appointment.

Vidya Pillai (34) is the daughter of P V Chandran who is the CMD of ACML. She has aMasters in Computer Application. She has been an executive director on the Board of theCompany since 2012.



To appoint Auditors to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting and to fix the remuneration.

L Venkatasubbu & Co. have been ACML’s statutory auditors for the past 20 years at least.The reappointment is not in the spirit of section 139 of the Companies Act 2013.Under section 139 of the Companies Act 2013; an audit firm’s tenure may extend to amaximum of two consecutive terms of five years each (maximum 10 years). Although theAct has given companies a three-year window to comply, we expect companies to beproactive and start abiding by the spirit of the regulations at the earliest



Sri K.N.Sreedharan, be and is hereby appointed as an Independent Director of the Company.

K. N. Sreedharan has been on ACML’s board for 20 years. We believe length of tenure isinversely proportionate to the independence of a director. Due to K. N. Sreedharan’s longassociation (>10 years) with the company, he is considered non-independent. If thecompany believes that it will benefit from K. N. Sreedharan serving on its board, itshould appoint him as non-independent director



Sri K.Venkatachalam, be and is hereby appointed as an Independent Director of the Company.

K. Venkatachalam has been on ACML’s board for 12 years. We believe length of tenureis inversely proportionate to the independence of a director. Due to K. Venkatachalam’slong association (>10 years) with the company, he is considered non-independent. If thecompany believes that it will benefit from K. Venkatachalam serving on its board, itshould appoint him as non-independent director.



R. Soundararaja Perumal, be and is hereby appointed as an Independent Director of the Company.

R. Soundararaja has been associated with ACML for 9 years: reappointment for another5 years will result in a cumulative tenure of over 10 years. We recognize that thereappointment is currently in line with the requirements of Companies Act 2013 andClause 49 of SEBI’s Listing Agreement. Notwithstanding, we believe that the tenure ofdirectors is inversely proportionate to their independence.



The Company be and is hereby accorded to the Board of Directors to borrow money in excess of the aggregate of the paid up share capital and free reserves of the Company , provided that the total amount borrowed and outstanding at any point of time, apart from temporary loans obtained / to be obtained from the Company ‘s Bankers in the Ordinary courseof business, shall not at any time exceed Rs.400 Crores.

At the AGM in September 2006 the company had taken approval to borrow sums upto Rs4.0 bn in total. As per Section 180(1) (c) of the Companies Act, 2013, ACML now seeksshareholders’ approval by way of special resolution to borrow upto Rs. 4.0 bn (apartfrom temporary loans from the Company’s bankers in the ordinary course of business).The resolution for the proposed borrowing limit does not include ‘temporary loans’ asdefined under Section 180(1)(c) of Companies Act 2013: this means that the companymay raise short term debt, working capital, and all debt that is repayable on demand, inaddition to the proposed borrowing limit. Borrowing limits do not have a definite expirydate – these limits stay with the company until they change. Therefore, once theresolution is approved, ACML can raise the entire amount of debt in future withouthaving to approach shareholders.The credit protection measures of the Company are very comfortable, with debt equityless than 0.5x and Debt EBIDTA at 1.0x in the last two years.Although the proposed limit of Rs. 4.0 bn is large - especially given the standalone debtoutstanding of Rs 1.0 bn (long term debt is Rs 0.3 bn) on 31 March 2014 – We expectthat ACML will continue to remain judicious about raising debt, as it has in the past.



The Company be and is hereby accorded to the Board of Directors to create such charges, mortgages, and hypothecations in addition to the existing charges , mortgages, and hypothecations created by the company, on such immovable properties, both present and future, and in such manner as the Board may deem fit, in favour of Banks / Financial Institutions to secure borrowings of the Company availed /to be availed by way of rupee / foreign currency loans / borrowings provided that the total amount of such loans / borrowings shall not at any time exceed Rs. 400 crores.

The company seeks shareholder approval via special resolution to create a charge on itsassets to secure borrowings. The resolution is a consequence of SCL complying with theprovisions of Section 180 (1) (a) of the Companies Act 2014. The charge on assets will becreated in favour of banks or financial institutions; for any banking, financial or otherborrowing facilities or arrangements availed or to be availed by the Company. The termsof borrowing, interest rates etc. for secured loans tend to be better than those forunsecured loans

Confidential

















“The Board may elect a Chairperson of its meeting and determine the period for which such Chairperson shall hold office. Such Chairperson shall occupy the position, notwithstanding that he /she is the Managing Director of the Company for the time being. The Board is empowered to fix the term of Office of such Chairperson and in the absence o term being fixed, the Chairperson so elected shall occupy the position as long as she/he is Director of the company. Th Chairman so appointed shall preside over all the meetings of the Board and the General Meetings during the tenure of his /her office”.

In terms of Section 203 of the Companies Act, 2013, an individual can be a Chairpersonand Managing Director of the company at the same time only if specifically so authorisedby the Articles of Association of the Company. The Articles of Association of ACML in itspresent form do not contain such a clause. Since P. V. Chandran is the Chairman and theManaging Director, the Company proposes to amend the Articles of Association of thecompany by introducing a suitable clause to this effect.

AARTI INDUSTRIES LIMITED


To receive, consider and adopt the Balance Sheet as at 31st March, 2014 and the Statement of Profit and Loss for the year ended on that date and the Reports of the Directors’ and Auditors’ thereon.



To declare a final dividend for the financial year ended 31st March, 2014.

The company’s total dividend per share has steadily increased from Rs.3.5 in FY12 to Rs.4.5 in FY14. The payout ratio has remained consistent at ~30% in the last two years.



To appoint a Director in place of Shri Manoj M. Chheda (DIN: 00022699), who is liable to retire by rotation and being eligible, offers himself for re-appointment.




To appoint a Director in place of Shri Kirit R. Mehta (DIN: 00051703), who is liable to retire by rotation and being eligible,offers himself for re-appointment.




M/s. Gokhale & Sathe, Chartered Accountants, be and are hereby appointed as Statutory Auditors of the Company.

Parikh Joshi & Kothare has been the statutory auditor since 2007. The audit firm is now getting merged with Gokhale & Sathe, who are being proposed to be appointed as the statutory auditor in this AGM. The tenure of the statutory auditor is less than 10 years, which is in line with the provisions of the Companies Act, 2013 and the amended Clause 49 of the Listing Agreement.



The Company hereby approves, variation in the terms of remuneration payable to Shri Rashesh C. Gogri (DIN: 00066291), Vice Chairman & Managing Director, Shri Parimal H. Desai (DIN: 00009272), Shri Manoj M. Chheda (DIN: 00022699), Smt. Hetal Gogri Gala (DIN: 00005499), Shri Kirit R. Mehta (DIN: 00051703) and Shri Renil R. Gogri (DIN: 01582147) Wholetime Directors of the Company.

The company has seven executive directors on the board. The remuneration structure of these directors comprise of basic salary and commission (apart from perquisites and allowances). The commission is capped at 2% of net profits, while the basic pay has a ceiling of Rs.4.2 mn. The company now proposes to increase the cap on basic pay to Rs.6 mn. The commission and other terms and conditions will remain unchanged. The aggregate pay for all executive directors amount to ~4% of net profits, which is within the 10% threshold stipulated by the Companies Act 2013. We observe that the company’s topline and profits have increased steadily in the last three years. It has maintained a healthy dividend payout ratio of ~30% and the market cap has improved significantly. The incremental cap on the basic pay will not have a material impact on the company’s financials.



Shri Bhavesh R. Vora, be and is hereby appointed as an Independent Director of the Company.




Shri P. A. Sethi, be and is hereby appointed as an Independent Director of the Company.




Shri K. V. S. Shyam Sunder, be and is hereby appointed as an Independent Director of the Company.




Shri Ramdas M. Gandhi, be and is hereby appointed as an Independent Director of the Company.

Ramdas M. Gandhi has been on the board of the company for the past 24 years. The length of tenure is inversely proportionate to the independence of a director. Due to his long association (>10 years) with the company, he is considered non-independent.



Shri Vijay H. Patil, be and is hereby appointed as an Independent Director of the Company.

Vijay H. Patil has been on the board of the company for the past 24 years. The length of tenure is inversely proportionate to the independence of a director. Due to his long association (>10 years) with the company, he is considered non-independent.



Shri Laxmichand K. Jain, be and is hereby appointed as an Independent Director of the Company.

Laxmichand K. Jain has been on the board of the company for the past 24 years. The length of tenure is inversely proportionate to the independence of a director. Due to his long association (>10 years) with the company, he is considered non-independent.



The re-appointment of Ms. Ketki D. Visariya, Cost Accountant, as Cost Auditor to audit the cost accounts and related books maintained by the Company in respect of Organic & Inorganic Chemicals, Bulk Drugs, and Fertilizers for Financial Year 2014-15 on a remuneration of Rs.1,50,000/- (Rs One Lac Fifty Thousand Only) plus Service Tax as applicable, be and is hereby ratified.”


Confidential














The Company be and is hereby accorded to the Board of Directors (hereinafter referred to as “the Board”) to borrow any sum or sums of money/ies, from time to time, notwithstanding that money so borrowed together with the money/ies already borrowed by the Company (apart from temporary loans obtained / to be obtained from the Company’s bankers, including and not limited to working Capital Loans shall not exceed Rs.2,000 Crores.

As on 31 March 2014, the company had a debt of Rs.10.4 bn, as against a networth of Rs.7.8 bn. Of this, Rs.3.5 bn are long term borrowings while the rest are working capital loans.The company is currently authorized to borrow upto Rs.5 bn, over and above the aggregate of its paid-up capital and free reserves (Rs.7 bn). This results in a total borrowing limit of Rs.12 bn. The company is seeking shareholder approval to increase the borrowing limit to Rs.20 bn.We observe that Aarti’s debt programs are rated CRISIL A+/Stable/CRISIL A1, which indicates adequate degree of safety regarding timely servicing of financial obligations. The company incurred a capex of Rs.2.7 bn in FY4 and is in the process of implementing another capex program of around Rs.3 bn in FY15 towards enhancing its capacities.Given the current level of borrowings, the company has adequate headroom to raise its capex requirements without increasing the borrowing limit. We recognize that should the company raise the entire debt (to the full extent of the borrowing limit), credit protection measures would deteriorate from current levels. However, given the company’s past track record, we expect the company to raise debt judiciously.



The Articles of Association of the Company, consent of the members of the Company be and is hereby accorded to approve and ratify issue of 400 Redeemable, Non-Convertible Debentures (NCDs)of the face value of ` 50,00,000/- (Rupees Fifty Lakh only) each, aggregating ` 200 Crores (Rupees Two Hundred Crores Only) issued and allotted on private placement basis, to Indusind Bank Limited on 31st July, 2014, within the overall borrowing limits of the company, as approved by the members, on such terms and conditions as decided by the Board of Directors of the Company (including Committees thereof), including rate of interest, tenure and security cover thereof, utilisation of the issue proceeds and all matters connected with or incidental thereto.

The company has borrowed Rs.2 bn by issuing 400 Redeemable Non-Convertible Debentures (NCDs) of face value of Rs.5 mn each, on 31 July, 2014. It expects to borrow another Rs.1. bn during the year to fund its capex and working capital requirements. Accordingly, shareholder approval is being sought to ratify the earlier issue and to approve the next private placement of NCDs of upto Rs.1 bn.This is an enabling resolution. The issuance of non-convertible debentures on private placement basis will be within the overall borrowing limit of the company.



The Company be and are hereby substituted by a new set of Articles of Association, a draft of which has been initialed by the Chairman and made available for inspection by the shareholders at the registered office of the Company, be and are hereby approved and adopted as the Articles of Association of the Company in substitution for and to the entire exclusion of all the Articles contained in the existing Articles of Association.




To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2014, Statement of Profit and Loss for the year ended on that date, together with Report of the Auditors and Directors thereon



The company proposes a dividend of Rs.11.0 per equity share of face value Rs.10.0. The dividend payout ratio for FY14 is ~12.6%.



To appoint a Director in place of Mr. Sachit Jain (holding DIN No. 00746409), who retires by rotation in terms of Section 152(6) of the Companies Act, 2013 and being eligible, offers himself for reappointment.




M/s. S.C. Vasudeva & Co., Chartered Accountants (Firm Registration No. 000235N) be and are hereby appointed as the Statutory Auditors of the Company.

Vardhman Textiles proposes to reappoint SC Vasudeva & Co. as statutory auditors: SC Vasudeva & Co. have been Vardhman Textiles’ statutory auditors for the past 24 years. The reappointment is not in line with our Voting Policy on Auditor Rotation or with the spirit of Section 139 of the Companies Act 2013.Under section 139 of the Companies Act 2013, an audit firm’s tenure may extend to a maximum of two consecutive terms of five years each (maximum 10 years). Although the Act has given companies a three-year window to comply, we expect companies to be proactive and start abiding by the spirit of the regulations at the earliest.



Mr. Prafull Anubhai, be and is hereby appointed as an Independent Director of the Company.

Prafull Anubhai Shah is on the board of the company for the past 34 years. The length of tenure tends to be inversely proportionate to the independence of a director. Due to his long association (>10 years) with the company, he is considered non-independent.However, if the company believes that it will benefit from Prafull Anubhai Shah serving on the board, they should appoint him as a non-independent director and induct additional independent directors to ensure that the board composition is in line with the requirements of Clause 49 of the Listing Agreement.



Mr. Arun Kumar Purwar, be and is hereby appointed as an Independent Director of the Company.

Arun Purwar attended 25% of the board meeting held in FY14, and 50% of the board meetings held over the past three years. This is well below our threshold of a three-year minimum average of 75% attendance.



Dr. Subash Khanchand Bijlani, be and is hereby appointed as an Independent Director of the Company.

SK Bijlani attended 50% of the board meeting held in FY14, and 36% of the board meetings held over the past three years. This is well below our threshold of a three-year minimum average of 75% attendance.



Mr. Ashok Kumar Kundra, be and is hereby appointed as an Independent Director of the Company.

His reappointment is in line with all the statutory requirement

Confidential












Mr. Shravan Talwar, be and is hereby appointed as an Independent Director of the Company.

Shravan Talwar attended 25% of the board meeting held in FY14, and 43% of the board meetings held over the past three years. This is well below our threshold of a three-year minimum average of 75% attendance.



Mr. Devandra Bhushan Jain, be and is hereby appointed as an Independent Director of the Company.

His reappointment is in line with all the statutory requirement



The draft regulations contained in the Articles of Association submitted to this meeting be and are hereby approvedand adopted in substitution, and to the entire exclusion, of theregulations contained in the existing Articles of Association of the Company.

The existing articles of the company are based on the Companies Act, 1956. Several regulations in the existing AoA contain references to specific sections of the Companies Act, 1956 and some regulations in the existing AoA are no longer in conformity with the Act. The company considers it necessary to replace the existing AoA by an entirely new set of articles (Table F). The new Article of Association of the company will be in conformity with the Companies Act 2013.



The Company, approval of the Members be and is hereby accorded to re-appoint Mr. S.P. Oswal as the Chairman and Managing Director of the Company.

SP Oswal, 72, has been Executive Chairman of Vardhman Textiles since June 2005. He has over 38 years of experience in the Textile Industry. He was reappointed as Chairman and Managing Director of the company for 5 years w.e.f. 1 June 2014. The company has provided ~2.6% of profits as remuneration to SP Oswal during the last three years. The proposed remuneration of SP Oswal for FY15 is Rs.152.5 mn: this includes a commission of 2.0% of FY14 PAT. In absolute amount this is significantly high compared to the peers of similar size in the industry. Also the increase in remuneration has not been commensurate with the sales of the company. The total remuneration increased at a CAGR of 121% during FY12-FY14, while the sales increased at a CAGR of 15% over the corresponding period. Based on the above, we recommend voting AGAINST the remuneration of SP Oswal. As the remuneration and reappointment is combined in one resolution, we recommend voting AGAINST the resolution.



Mr. Sachit Jain, be and is hereby accorded to appoint as Joint Managing Director of the Company.

Sachit Jain, 48, was appointed as Joint Managing Director of the company on 7 August 2014. He has been Executive Director of the company since 2005. He has over 15 years of experience in the Textile Industry. He is an MBA from IIM Ahmedabad and an Electrical Engineer from IIT Delhi.His appointment is in line with all the statutory requirements. His proposed remuneration for FY15 is Rs.9.6 mn. This is in line with the peers in the industry.



The Members be and is hereby accorded to appoint Mr. Neeraj Jain as Joint Managing Director of the Company.

Neeraj Jain, 47, was appointed as Joint Managing Director of the company on 7 August 2014. He has been Executive Director of the company since 2010. He also served as its CFO and Chief Executive of Operations at Yarn Business.His appointment is in line with all the statutory requirements. His proposed remuneration for FY15 is Rs.8.7 mn. This is in line with the peers in the industry.



The consent of members be and is hereby accorded for entering into contracts with related parties as per details mentioned in the Statement annexed to the notice, the copy of which is laid before the meeting and initialed by the Chairman for the purpose of identification, be and is hereby approved.

Pursuant to the section 188 of the Companies Act 2013, the company seeks shareholders’ approval for related party transaction. Apart from inter-corporate deposits, the company has not disclosed the transaction details with the subsidiaries separately. We observe that during FY14, the company had purchased goods of Rs.3.4 bn and sold processing goods of Rs.0.3 bn to the subsidiaries. The aggregate income of the above subsidiaries was Rs.13.1 bn (~21% of consolidated income) and profit was Rs.1.3 bn (17.4% of consolidated profits) in FY14.As per the company the transaction with all of the above entities are at Arm’s length basis and the purchase/ sales of goods will be at market determined rates. However the company has not disclosed the range of the transaction amount with the above related parties. The management has clarified to us that the transaction in FY15 will remain in proportion to the FY14 transaction. In the absence of the proposed value of transaction amount, we add the Transparency and Risk flag to the resolution. Shareholders should ask the company to provide the absolute amount of transaction to take more informed decision.



The consent of members be and is hereby givenfor enhancement of the sitting fees payable to the Independent Directors of the Company and Nominee Director from H20,000/- per Board Meeting and H15,000/- per Committee Meeting toH35,000/- per Board Meeting and H30,000/- per Committee Meeting.

Vardhman Textile seeks shareholders’ approval to increase the sitting fees from the present Rs.20,000 to Rs.35,000 per board meeting and Rs.15,000 to Rs.30,000 per committee meeting. As per Section 197 of the Companies Act, 2013, the company can pay sitting fee for attending board/committee meeting upto Rs.100,000 per meeting. The proposed increase is within the prescribed limit. The company pays the sitting fees to non-executive directors only. None of the non-executive directors were awarded commission in the last three years. As the Directors’ (-including non-executives) responsibilities in the company have increased and therefore, the company seeks increase in the sitting fees.

GUJARAT STATE PETRONET LIMITED


To receive, consider and adopt the Audited Balance Sheet as at March 31, 2014, the Profit & Loss Account for the year ended on that date and the Reports of the Board of Directors and Auditors thereon.

Confidential

July to September' 2014 25-Sep-14 MANAGEMENT To declare Dividend on Equity Shares. For FOR












July to September' 2014 25-Sep-14 WELSPUN CORP MANAGEMENT For Abstain









Gujarat State Petronet Ltd (GSPL) proposes to pay dividend of Rs. 1.0 per equity share (Rs. 5.41 in FY13). Dividend pay-out ratio is at 12.2% in FY14 (12.2% in FY13).



To appoint a Director in place of Shri D J Pandian, IAS [DIN: 00015443] who retires by rotation and being eligible offers himself for re-appointment.

DJ Pandian’s reappointment is in line with all statutory requirements.



To fix remuneration of Statutory Auditors of the Company in terms of the provisions of Section 142 of the Companies Act, 2013.

GSPL seeks shareholders’ approval to authorize the board of directors of the company to fix the remuneration of the joint statutory auditors to be appointed by the Comptroller and Auditor General of India for FY15.



Dr. R Vaidyanathan [DIN: 00221577] be and is hereby appointed as an Independent Director of the Company.

R Vaidyanathan’s reappointment is in line with all statutory requirements.



Prof. Yogesh Singh [DIN: 06600055] be and is hereby appointed as an Independent Director of the Company.

Yogesh Singh’s reappointment is in line with all statutory requirements.



Shri Yogesh B Sinha [DIN: 02902722] be and is hereby appointed as an Independent Director of the Company.

Yogesh B Sinha’s attendance of board meetings is low, but meets our attendance threshold.Yogesh B Sinha has been on the board for the last one year. We consider a three year window for computing attendance of directors. Hence, even though he has attended 43% of the board meetings in FY14, we recommend voting FOR his reappointment. We will monitor his attendance going forward



Dr. Bakul Dholakia [DIN: 00005754], be and is hereby appointed as an Independent Director of the Company.

Bakul Dholakia’s appointment is in line with all statutory requirements.



Smt. Vilasini Ramachandran, IAS (Retd.) [DIN: 02224693], be and is hereby appointed as Woman Independent Director of the Company.

Vilsaini Ramachandran’s appointment is in line with all statutory requirements.



M/s. R K Patel, & Co., Cost Accountants, Vadodara, the 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 31st March, 2015 be paid the remuneration of 1,08,000/-.

The reappointment of RK Patel & Co. as Cost Auditors is in line with the statutory requirements.



the Company hereby accords its approval to the payment of monthly remuneration derived on the basis of “last pay drawn minus pension” as stipulated vide Resolution No. GPC-10-2010-110000-E of Govt. of Gujarat dated 10th May, 2013 and letter dated 20th August, 2014 to Shri M M Srivastava, IAS (Retd.), Non-Executive Chairman [DIN: 02190050] w.e.f. 28th August, 2014 for a period of one year or till further orders by Govt. of Gujarat, whichever is earlier.

The company proposes to pay a monthly remuneration to MM Srivastava, Non-Executive Chairman of the company, for a period of two years from 28 August 2014 to 27 August 2015. The proposed annual remuneration would be approximately Rs. 1.25 mn. We believe that the company will benefit from MM Srivastava’s varied experience and valuable guidance to the board. We appreciate that the company has stipulated a cap in absolute amounts to be paid to MM Srivastava



The consent of the Members be and is hereby accorded to the Board of Directors of the Company to borrow from time to time such sum or sums of money as they may deem fit by way of loans / debentures or any other mode of borrowing as may be deemed fit by the Board of Directors for the purpose of business of the Company notwithstanding that the money(s) to be borrowed together with the money(s) already borrowed by the Company shall exceed the aggregate of the paid-up capital of the Company and its free reserves, that is to say, reserves not set apart for any specific purpose provided that the total amount together with the money(s) already borrowed by the Board of Directors shall not exceed the sum of Rs. 4000,00,00,000/-.

The company is seeking shareholders’ approval to borrow upto Rs. 40 bn. This approval is being sought to comply with Section 180(1)(c) of the Companies Act, 2013.As on 31 March 2014, GSPL had borrowing of Rs. 10.4 bn against an aggregate paid-up share capital and free reserves of Rs. 28.9 bn. GSPL’s credit protection measures are healthy. GSPL has not leveraged its balance sheet aggressively in the past. The credit protection measures will be healthy (debt/net worth of ~1.2x) even if the entire limit is utilized. However we expect GSPL to maintain its healthy credit protection measures.GSPL’s bank facilities (long term) are rated CRISIL AA/Stable: these ratings denote a high degree of safety with respect to timely servicing of financial obligations. These instruments carry very low credit risk



The consent of the Members be and is hereby accorded to the creation by the Board of Directors of the Company from time to time of such mortgages, charges, liens, hypothecation, assignment, transfer and/or other securities in addition to the mortgages, charges, liens, hypothecation and / or other securities created by the Company on such terms and conditions as the Board in its sole discretion may deem fit, on the Company’s assets and properties, both present and future, whether movable or immovable, including whole or substantially the whole of the Company’s undertaking (s) in favour of banks / financial institutions/debentures trustees / other lenders as may agreed to by the Board for the purpose of securing the repayment of any loans / financial assistance/other borrowings of the Company.



To receive, consider and adopt the financial statements for the financial year ended March 31, 2014 and the reports of the Board of Directors and the Auditors thereon.



To consider declaration of dividend on Equity Shares



To appoint a Director in place of Mr. Rajesh Mandawewala (DIN 00007179), who retires by rotation, and being eligible, offers himself for re-appointment



M/s. Price Waterhouse be and are hereby appointed as Auditors of the Company & to fix their remuneration



Mr. Ramgopal Sharma be and is hereby appointed as an Independent Director of the Company



Mr. K.H. Viswanathan be and is hereby appointed as an Independent Director of the Company



Mr. Nirmal Gangwal be and is hereby appointed as an Independent Director of the Company


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Mr. Rajkumar Jain be and is hereby appointed as an Independent Director of the Company



Ms. Revathy Ashok be and is hereby elected and appointed as an Independent Non-Executive Director



Register and index of Members separately for each class of equity and preference shares, register of debenture holders; and register of any other security holders as prescribed under Section 88(1)(a) to 88(1)(c) of the Companies Act, 2013 may be kept at any other place in India in which more than one-tenth of the total members entered in such registers resides notwithstanding the registered office of the Company is situate at such place or not



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



Remuneration of 5 lacs, plus such travelling and out-of-pocket expenses as may be authorized by the Board payable to M/s. Kiran J. Mehta & Co., Cost Accountants, being the cost auditors appointed by the Board of Directors of the Company



Company be and is hereby accorded to the Board of Directors to continue the contract entered in to with M/s WelspunTradings Ltd. (a wholly owned subsidiary of the Company), for sale of the products of the company



Consents, permissions and sanctions of any authorities as may be necessary, consent of the Company be and is hereby accorded to the Board of Directors to continue the contract entered in to with M/s Welspun Tubular LLC (a wholly owned subsidiary of the Company), for sale of the products of theCompany


PRESTIGE ESTATES PROJECT


To receive, consider, approve and adopt the financial statements of the Company for the year ended 31st March 2014, including the Audited Balance Sheet as at 31st March 2014, the Statement of Profit and Loss Account for the year ended on that date, together with the Reports of the Board of Directors and Auditors thereon.



To declare a first and final dividend of Rs. 1.50 per Equity Share for the year ended on 31st March 2014.




To appoint a Director in place of Mr. Irfan Razack (DIN:00209022), Director, who retires by rotation and being eligible, offers himself for re-appointment.




M/s. Deloitte Haskins & Sells, Chartered Accountants, Bangalore (Firm Registration No. 008072S) be and are hereby re-appointed as the Statutory Auditors of the Company at such remuneration to be recommended by the Audit Committee of the Board of Directors and finalized by the Board of Directors in consultation with the Statutory Auditors.




Mr. B. G. Koshy (DIN: 01651513), Director be and is hereby appointed as an Independent Director of the Company.




Mr. Jagdeesh K. Reddy (DIN: 00220785), Director, be and is hereby appointed as an Independent Director of the Company.




Mr. Noor Ahmed Jaffer (DIN: 00027646), Director be and is hereby appointed as an Independent Director of the Company.




Dr. Pangal Ranganath Nayak (DIN: 01507096), Director, be and is hereby appointed as an Independent Director of the Company.




The Articles of Association be and is hereby altered and substituted with the following Clause: a) The Board may elect a Chairman of its meeting and determine a period for which he is to hold office b) Chairman of the Board of Directors may also be appointed as the Managing Director of the Company. c) If no such Chairman is present or at any meeting if the Chairman is not present within five minutes after the time appointed for holding of the meeting, the Directors present may choose one among themselves to be the Chairman of the Meeting.




The reappointment of Mr. Irfan Razack (DIN: 00209022) as Chairman and Managing Director of the Company liable to retire by rotation and be paid remuneration.




To re-appoint Mr. Rezwan Razack (DIN: 00209060) as Joint Managing Director of the Company.




To re-appoint Mr. Noaman Razack (DIN: 00189329) as Whole-time Director of the Company




The consent of the Members of the Company is hereby accorded to ratify the remuneration recommended by the Audit Committee and approved by the Board of Directors to Mr. Pranabandhu Dwibedy, Cost Accountant in practice, who was appointed by the Board on the recommendation of Audit Committee with authority to the Board of Directors to revise the terms and conditions of remuneration from time to time.


JAIN IRRIGATION SYSTEMS LIMITED


To receive, consider and adopt the Audited Accounts for the year ended 31st March, 2014 together with Schedules, Notes thereon and the reports of Board of Directors and Auditor’s thereon.

Confidential











July to September' 2014 26-Sep-14 CEAT LIMITED MANAGEMENT For ABSTAIN Abstained as per Proxy Voting Policy

July to September' 2014 26-Sep-14 CEAT LIMITED MANAGEMENT To declare dividend on Equity Shares. For FOR

July to September' 2014 26-Sep-14 CEAT LIMITED MANAGEMENT For FOR


July to September' 2014 26-Sep-14 CEAT LIMITED MANAGEMENT For AGAINST



To declare a Dividend on Ordinary and DVR Equity Shares of Rs. 2 each.

Jain Irrigation Systems Limited (‘Jain Irrigation’) has proposed a dividend of Rs.0.50 per ordinary and DVR share for FY14. The total dividend proposed to be paid (including dividend tax) increased to Rs.271.0 mn in FY14.Jain Irrigation’s performance has reported a secular decline over the past three years. In FY13 and FY14, the company paid dividend out of reserves. Dividend payout ratio has increased to almost 700% in FY14 – such a high payout ratio is detrimental to the long term interests of the company. Therefore, we believe this resolution carries moderate to high risk.



To appoint a Director in place of Shri Ajit B. Jain (DIN 00053299), who retires by rotation and being eligible offers himself for re-appointment as Director.

Reappointment of Ajit B. Jain is in line with all the statutory requirements



To appoint a Director in place of Shri Atul B. Jain (DIN 00053407) who retires by rotation and being eligible offers himself for re-appointment as Director.

Reappointment of Atul B. Jain is in line with all the statutory requirements



M/s. Haribhakti and Company, Chartered Accountants, Mumbai, the retiring Auditors of the Company be and are hereby reappointed as Statutory Auditors of the Company consecutive on remuneration as may be decided between Managing Director and Partner of Haribhakti & Co., and reimbursement of out of pocket expenses as may be incurred during the course of the audit.

The tenure of the statutory auditor is less than 10 years, which is in line with the provisions of the Companies Act, 2013



Shri D. R. Mehta (DIN 01067895), Director of the Company be and is hereby appointed as an Independent Director of the Company.

Reappointment of D.R. Mehta is in line with all the statutory requirements.



Shri Ghanshyam Dass (DIN 01807011) Director of the Company be and is hereby appointed as an Independent Director of the Company.

Reappointment of Ghanshyam Dass is in line with all the statutory requirements



Shri Arun Kumar Jain (DIN 03507083) Director of the Company, be and is hereby appointed as an Independent Director of the Company.

Arun Kumar Jain attended only 25% of the board meetings held in FY14, and 64% of the board meetings held over the past three years. We expect directors to take their responsibilities seriously and attend all board meetings or, at the very least, attend 75% of the board meetings held over a three year period.



Smt. Radhika Pereira (DIN 00016712) Director of the Company, be and is hereby appointed as an Independent Director of the Company.

Radhika Pereira attended only 50% of the board meetings held in FY14, and 64% of the board meetings held over the past three years. We expect directors to take their responsibilities seriously and attend all board meetings or, at the very least, attend 75% of the board meetings held over a three year period



Shri V. V. Warty (DIN 00701010) appointed as an Additional Director of the Company be and is hereby appointed as an Independent Director of the Company.

V. V. Warty has been on the board of the company for the past 10 years. We believe that the length of tenure is inversely proportionate to the independence of a director. Due to the long association (>10 years) of V. V. Warty with the company, he is considered non-independent.If the company believes that it will benefit from V. V. Warty serving on the board, it should appoint him as a non-independent director and induct additional independent directors to ensure that the board composition is in line with the requirements of Clause 49 of the Listing Agreement



Dr. H. P. Singh (DIN 06387125) appointed as an Additional Director of the Company, be and is hereby appointed as an Independent Director of the Company.

Appointment of H. P. Singh is in line with all the statutory requirements


To receive, consider and adopt the Audited Financial Statements including the Consolidated Financial Statements for the year ended March 31, 2014, the Report of the Auditors’ thereon and the Report of the Directors’ for the year ended on that date.


The company increased its dividend per share ten-fold from Re.1 in FY12 to Rs.10 in FY14, following significantly improved profitability. Notwithstanding the increase in profits, dividend payout ratio during the same period has declined from 53.3% to 16.5%.


To appoint a Director in place of Mr. Paras K. Chowdhary (DIN: 00076807), who retires by rotation and, being eligible, has offered himself for reappointment.

Paras K Chowdhary is the former MD of the company. His reappointment is in line with the statutory requirements.


Messrs S R B C & Co., LLP, Chartered Accountants (Firm Registration No. 324982E), be and are hereby appointed as Statutory Auditors of the Company on such remuneration as may be mutually decided by the Board of Directors of the Company and the Statutory Auditors.

SRBC & Co is being proposed to be appointed as the statutory auditor. S.R Batliboi & Associates (part of the same audit network) were the statutory auditor in FY13 and FY14. SRBC & Co.’s appointment is in line with the provisions of the Companies Act, 2013 and the amended Clause 49 of the Listing Agreement.


Mr. Atul Choksey (DIN: 00002102), Director of the Company be and is hereby appointed as an Independent Director of the Company.

Atul Choksey has been on the board of the company for the past 14 years. The length of tenure is inversely proportionate to the independence of a director. Due to his long association (>10 years) with the company, he is considered non-independent.Further, he has attended only 25% of the board meetings held in FY14, and 50% of the board meetings held over the past three years. We expect directors to take their responsibilities seriously and attend all board meetings. We like to maintain a threshold of 75% attendance of board meetings, over a three year period, while voting on re-appointment of directors.

Confidential












Mr. Haigreve Khaitan (DIN: 00005290), Director of the Company be and is hereby appointed as an Independent Director of the Company.

Haigreve Khaitan has been on the board of the company for the past 15 years. The length of tenure is inversely proportionate to the independence of a director. Due to his long association (>10 years) with the company, he is considered non-independent.Further, he has attended only 50% of the board meetings held in FY14, and 28% of the board meetings held over the past three years. we expects directors to take their responsibilities seriously and attend all board meetings. we like to maintain a threshold of 75% attendance of board meetings, over a three year period, while voting on re-appointment of directors.


Mr. S. Doreswamy (DIN: 00042897), Director of the Company be and is hereby appointed as an Independent Director of the Company.

S. Doreswamy has been on the board of the company for the past 14 years. The length of tenure is inversely proportionate to the independence of a director. Due to his long association (>10 years) with the company, he is considered non-independent.


Mr. Mahesh Gupta (DIN: 00046810), Director of the Company be and is hereby appointed as an Independent Director of the Company.

Mahesh Gupta has been on the board of the company for the past 12 years. The length of tenure is inversely proportionate to the independence of a director. Due to his long association (>10 years) with the company, he is considered non-independent.In addition, he is a former CFO of the RPG group, which may affect his independence and objectivity.


Mr. K. R. Podar (DIN: 00086038), Director of the Company, be and is hereby appointed as an Independent Director of the Company.

K.R Podar has been on the board of the company for the past 30 years. The length of tenure is inversely proportionate to the independence of a director. Due to his long association (>10 years) with the company, he is considered non-independent.Further, he has attended only 50% of the board meetings held in FY14, and 43% of the board meetings held over the past three years. we expects directors to take their responsibilities seriously and attend all board meetings. We liek to maintain a threshold of 75% attendance of board meetings, over a three year period, while voting on re-appointment of directors.


Mr. Vinay Bansal (DIN: 01674284), Director of the Company be and is hereby appointed as an Independent Director of the Company.

Vinay Bansal is a retired IAS officer. His reappointment is in line with the statutory requirements.


Ms. Punita Lal, (DIN:03412604) who was appointed as an Additional Director of the Company be and is hereby appointed as an Independent Director of the company.

Ms. Punita Lal is the former Marketing Director, PepsiCo India. Her appointment is in line with the statutory requirements.


The remuneration of Rs. 2,20,000/- and reimbursement of out-ofpocket expenses at actual plus applicable taxes for the financial year ending March 31, 2015, as approved by the Board of Directors of the Company, to be paid to M/s N I Mehta & Co., Cost Accountants, for conducting the audit of the cost records of the Company be and is hereby ratified and confirmed.



The consent of the Company be and is hereby accorded to the Board of Directors to create mortgage and/or charge and /or hypothecation, in addition to the existing charges, mortgages and hypothecations created by the Company and to create a mortgage and/or charge on such terms and conditions at such times and in such form and manner and with such ranking as to priority as the Board including working capital facilities whether fund based or non fund based, foreign currency loan(s), debenture(s), bond(s) or other financial instrument(s) availed or as may be availed from time to time together with interest, costs, charges, expenses and any other monies payable thereon.

This is an enabling resolution. The terms of borrowing, interest rates etc. for secured loans tend to be better than those for unsecured loans.


The Memorandum and Articles of Association of the Company and all other enabling provisions, if any, the consent of the Company be and is hereby granted and accorded to the Board of Directors for borrowing for and on behalf of the Company, from time to time, any sum or sums of money in any manner without prejudice to the generality thereof, by way of any kind of loans, advances, credits, acceptance of deposits, issue of debentures may exceed the aggregate of the paid-up capital of the Company and its free reserves, that is to say, reserves not set apart for any specific purpose, provided that the total amount outstanding at any time shall not exceed the limit of Rs. 10,00,00,00,000.

Presently, the company is authorized to borrow upto Rs.9 bn. In order to fund its expansion programs, the company is seeking shareholder approval to increase the limit to Rs.10 bn.The company has a healthy leverage profile. As on 31 March 2014, the company had a debt of Rs.11.5 bn, as against a networth of Rs.9.7 bn (paid-up capital and free reserves of Rs.7.8 bn). Of the total borrowings, Rs.5.7 bn are in the form of long term loans.CEAT is expected to draw term loans of Rs.5.9 bn in the next two years in order to expand capacity at its Halol and Bangladesh plants. The additional borrowing limit will give CEAT the required flexibility to fund its capex programs.


The consent of the Company be and is hereby accorded to the Board of Directors of the Company for acceptance or renewal of deposits from its members and person other than its members for an amount not exceeding the limits as set out in the Act and on such terms and conditions including security, rate of interest etc. as may be decided by the Board in its absolute discretion at the time of acceptance or renewal of the deposits in accordance with the Act.

This is an enabling resolution. The amount raised under the fixed deposits (FD) program will be part of the overall borrowing limits.

Confidential



July to September' 2014 26-Sep-14 RELIANCE POWER LIMITED Postal Ballot MANAGEMENT For FOR







The approval of the Company be and is hereby accorded for payment of Remuneration to the Director(s) of the Company who is/are neither in the whole-time employment with the Company nor Managing Director(s) of the Company, in such manner and up to such extent as the Board of Directors of the Company may so determine from time to time, but not exceeding 1 (one) percent of the net profits calculated pursuant to the Act and such payments shall be made in respect of profits of the Company for each financial year.

The company is already authorized to pay commission to its non-executive directors. It is now seeking to ratify this resolution as per the Companies Act 2013. Barring Mr Harsh Goenka (promoter), all the other non-executive directors drew a commission of Rs.0.4 mn in FY14. This is reasonable, given the increased responsibility/accountability of non-executive directors under the Companies Act 2013.Our recommendation factors in that the board has been judicious in paying commission in the past. However, the board needs to indicate a cap or a realistic range on commission payable.


The Memorandum and Articles of Association of the Company, the applicable provisions of the rules, regulations, guidelines and circulars issued by Securities and Exchange Board of India including the SEBI applicable provisions of the Foreign Exchange Management Act, 1999 the Listing Agreements entered into by the Company with the Stock Exchanges where the equity shares of the Company approval of the Company be and is hereby accorded to the Board to create, offer, issue and allot from time to time in one or more tranches with or without a green shoe option, such number of equity shares of the Company of face value Rs. 10/- at such time or times, at such price or prices, at a discount or premium to the market price or prices in such manner and on such terms and conditions including security, rate of interest, conversion etc including the discretion to determine the categories of Investors to whom the offer, issue and allotment shall be made to the exclusion of all other categories of Investors at the time of such issue and allotment considering the prevailing market conditions and other relevant factors wherever necessary as may be decided by the Board or other advisors to be appointed by the Company, such that the total amount including premium raised through the aforesaid Securities should not exceed Rs.

CEAT is proposing to raise upto Rs.5 bn through an issue of securities. The capital infusion will help the company fund its expansion projects in its Halol and Bangladesh plants.No specific instrument has been finalized by the board. The company has left the final decision to the discretion of the board which may raise funds through a rights/issue/public issue/preferential allotment/ private placement or Qualified Institutional Placement (QIP) of equity shares/convertible securities/FCCBs. The current resolution is only an enabling covenant, and the exact price, proportion and timing of the issue will be decided later based on an analysis of the specific requirements.The floor price for the issue will be determined as per SEBI (ICDR) Regulations, 2009. At current market prices, in order to raise Rs.5 bn, there will be an equity dilution of ~40% for existing shareholders. Although the dilution is high, all shareholders (including promoters) will be diluted equally.

Dr. Yogendra Narain, be and is hereby appointed as an Independent Director of the Company.

Yogendra Narian is a former Principal Secretary, Power and Irrigation, Uttar Pradesh. His reappointment is in line with the statutory requirements.

Shri D. J. Kakalia, be and is hereby appointed as an Independent Director of the Company.

D J Kakalia is a practicing lawyer. His appointment is in line with the statutory requirements.

Ms. Rashna Khan, be and is hereby appointed as an Independent Director of the Company.

Ms. Rashna Khan is a practicing lawyer. Her appointment is in line with the statutory requirements.

Shri Sateesh Seth, be and is hereby appointed as a Director of the Company.

Sateesh Seth is a chartered accountant and a director on the board of Reliance Anil Dhirubhai Ambani Group Limited. His appointment is in line with the statutory requirements.

The Board be and is hereby authorised to create, issue, offer and allot equity shares/fully convertible debentures/partly convertible debentures/non convertible debentures with warrants/any other securities , which are convertible into or exchangeable with equity shares on such date as may be determined by the Board but not later than 60 months from the date of allotment, to the Qualified Institutional Buyers (QIBs) as per the SEBI ICDR, whether or not such QIBs are Members of the Company, on the basis of placement document, shall not result in increase of the issued and subscribed equity share capital of the Company by more than 25% of the then issued and subscribed equity shares of the Company.

The company is proposing to conduct an issue of equity/equity linked securities to QIBs to fund its capital requirements. The issue will be governed by the SEBI (ICDR) Regulations, 2009 and the exact price, proportion and timing of the issue will be decided later based on an analysis of the specific requirements.

The company has stated that the maximum number of securities to be granted will be capped at 25% of the paid-up capital (as on the relevant date). If the entire limit is utilized, it will result in the issuance of ~700 mn equity shares and lead to a capital infusion of ~Rs.50 bn (at current market prices).

The company has recently entered into an agreement to purchase the hydro power business of Jaiprakash Power Ventures (JPVL) for an estimated price of Rs.120-150 bn: it may need to raise equity to fund this transaction. Hence, the proposed enabling resolution will help the company implement its inorganic growth strategy and expand its business.

The Board of Directors of the Company, be and is hereby authorised to create, offer, invite to subscribe, issue and allot, from time to time, in one or more tranches and/or in one or more series, Secured / Unsecured/ Redeemable Non-Convertible Debentures, on private placement basis, provided that the aggregate amount of such NCDs shall be within the overall borrowing limits of the Company, as approved by the Members from time to time.

This is an enabling resolution. The issuance of non-convertible debentures on private placement basis will be within the overall borrowing limit of the company.

Confidential




July to September' 2014 26-Sep-14 IDEA CELLULAR LIMITED MANAGEMENT For ABSTAIN Abstained as per Proxy Voting Policy

July to September' 2014 26-Sep-14 IDEA CELLULAR LIMITED MANAGEMENT For FOR










The Board of Directors of the Company, be and is hereby authorised to borrow any sum or sums of money, in Indian Rupees and / or in any foreign currency from time to time, at its discretion, for the purpose of the business of the Company or such other approved purpose, which together with the monies already borrowed by the Company may at any time exceed up to three times of the then paid up share capital of the Company and its Free Reserves and that the Board be and is hereby empowered and authorised to arrange or finalise the terms and conditions of all such monies to be borrowed from time to time as to interest, repayment, security or otherwise as it may in its absolute discretion determine.

The company is currently authorized to borrow upto ten times the aggregate of paid-up capital and free reserves. It is now seeking to reduce this threshold and cap the borrowing limit to three times the aggregate of paid-up capital and free reserves (Rs.50 bn). This will result in an overall borrowing limit of ~Rs.150 bn.

As on 31 March 2014, the consolidated debt stood at ~Rs.300 bn (against a networth of Rs.195 bn). At a standalone level, the debt was much lower at Rs.38 bn (as against a networth of Rs.168.3 bn). The company’s debt programs are rated ICRA A- /Negative/ICRA A1, which denotes adequate degree of safety regarding timely servicing of financial obligations.

As noted earlier, the company has recently entered into an agreement to purchase the hydro power business of Jaiprakash Power Ventures (JPVL) for an estimated price of Rs.120-150 bn. The deal will give RPower an additional ~1800 MW of hydropower generating capacity, in addition to its existing capacity of ~5000 MW. While most of RPower’s projects are under development, JPVL’s assets are all operational.

Media reports suggest that the amount will be funded in an 80:20 debt-equity ratio. The revised borrowing limits will provide

The Company, the Board of Directors of the Company be and is hereby authorised to mortgage and / or charge, in addition to the mortgages / charges created / to be created by the Company, in such form and manner and with such ranking and at such times and on such terms as the Board may in its absolute discretion determine, on all or any of the moveable and / or immoveable properties of the Company, both present and future and / or the whole or any part of the undertaking(s) of the Company together with the power to take over the management of the business and concern of the Company in certain events of default, in favour of the Lender(s), Agent(s) and Trustee(s) and other bodies/persons, to secure the borrowings of the Company and / or the Company’s subsidiaries / affiliates / associate companies, availed / to be availed by way of loan(s) issued / to be issued by the Company.

This is an enabling resolution. The terms of borrowing, interest rates etc. for secured loans tend to be better than those for unsecured loans.

M/s. V. J. Talati & Company, Cost Accountants (Firm Registration Number R/00213) appointed as the Cost Auditors of the Company for audit of the cost accounting records of the Company for the financial year ending March 31, 2015, be paid a remuneration of Rs. 15,000/- (Rupees fifteen thousand only) excluding service tax and out of pocket expenses.



To receive, consider and adopt the Audited Balance Sheet of the Company as at March 31, 2014 and the Statement of Profit and Loss for the year ended on that date together with the Reports of the Board of Directors’ and Auditors’ thereon.


To declare dividend on Equity Shares of the Company for the financial year ended March 31, 2014.

The company started paying dividend in FY13. The total dividend amount including the dividend tax is Rs.1.1 bn in FY14.


To appoint a Director in place of Mr. Kumar Mangalam Birla (DIN: 00012813), who retires by rotation, and being eligible, offers himself for re-appointment.

Kumar Mangalam Birla is the Non-executive Chairman of the company. His reappointment is in line with all the statutory requirements.


To appoint a Director in place of Mr. Sanjeev Aga (DIN: 00022065), who retires by rotation, and being eligible, offers himself for re-appointment.

Sanjeev Aga is the former MD of Idea Cellular. His reappointment is in line with all the statutory requirements.


M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, (Firm Registration No. 117366W/W-100018), be and are hereby re-appointed as the Statutory Auditors of the Company and that the Board of Directors be and are hereby authorised to fix such remuneration, as may be recommended/determined by the audit committee.

Idea proposes to re-appoint Deloitte Haskins & Sells as the statutory auditor. The reappointment is line with the provisions of section 139 of the Companies Act 2013.


the remuneration of Rs. 7,00,000/- (Rupees Seven Lacs only) plus service tax and reimbursement of out of pocket expenses, as approved by the Board of Directors of the Company, to be paid to M/s. Sanjay Gupta & Associates, Cost Accountants, for the conduct of cost audit of the cost records of the Company for the financial year 2014-15, be and is hereby approved, ratified and confirmed.

The board has approved the appointment and remuneration to Sanjay Gupta & Associates as cost auditor to conduct the audit of cost records of the company for FY15. As per Section 148 of Companies Act 2014, the remuneration of Rs.0.7 mn payable to cost auditors has to be ratified by shareholders of the company. Accordingly, consent of shareholders is sought through the ordinary resolution in order to ensure compliance with the said Section.


Mr. Gian Prakash Gupta (DIN: 00017639), a Non-Executive Director of the Company be and is hereby appointed as an Independent Director of the Company.

Gian Prakash Gupta, 73, is the former MD of IDBI. His reappointment is in line with all the statutory requirements.


Ms. Tarjani Vakil (DIN: 00009603), a Non-Executive Director of the Company, be and is hereby appointed as an Independent Director of the Company.

Ms. Tarjani Vakil is the former MD of Exim Bank of India. She attended 50% of the board meetings in FY14. Her average attendance during the last three years was 75%. Her reappointment is in line with all the statutory requirements.


Mrs. Madhabi Puri Buch (DIN: 00016299), a Non-Executive Director of the Company be and is hereby appointed as an Independent Director of the Company.

Ms. Madhabi Puri Buch is the former MD & CEO of ICICI securities. Her reappointment is in line with all the statutory requirements.


Mr. Arun Thiagarajan (DIN: 00292757), a Non-Executive Director of the Company be and is hereby appointed as an Independent Director of the Company.

Arun Thiagarajan is the former Country Head & Deputy MD of ABB Ltd.



Mr. R.C. Bhargava (DIN: 00007620), a Non-Executive Director of the Company be and is hereby appointed as an Independent Director of the Company.

RC Bhargava is the Chairman of Maruti Suzuki India Ltd. His reappointment is in line with all the statutory requirements.

Confidential

July to September' 2014 26-Sep-14 IDEA CELLULAR LIMITED MANAGEMENT For AGAINST

July to September' 2014 26-Sep-14 IDEA CELLULAR LIMITED MANAGEMENT For AGAINST





July to September' 2014 26-Sep-14 NHPC LIMITED MANAGEMENT For ABSTAIN Abstained as per Proxy Voting Policy

July to September' 2014 26-Sep-14 NHPC LIMITED MANAGEMENT For FOR




Mr. Mohan Gyani (DIN: 00943522), a Non-Executive Director of the Company, be and is hereby appointed as an Independent Director of the Company.

Mohan Gyani attended 25% of the board meeting held in FY14, and 33% of the board meetings held over the past three years. This is well below our threshold of a three-year minimum average of 75% attendance.


Mr. P. Murari (DIN: 00020437), a Non-Executive Director of the Company be and is hereby appointed as an Independent Director of the Company.

P Murari attended 50% of the board meeting held in FY14, and 33% of the board meetings held over the past three years. This is well below our threshold of a three-year minimum average of 75% attendance.


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.

The existing articles of the company are based on the Companies Act, 1956. Several regulations in the existing AoA contain references to specific sections of the Companies Act, 1956 and some regulations in the existing AoA are no longer in conformity with the Act. The company considers it necessary to replace the existing AoA by an entirely new set of articles (Table F). The new Article of Association of the company will be in conformity with the Companies Act 2013.


The consent of the Members be and is hereby accorded to the Board of Directors of the Company to borrow for and on behalf of the Company, from time to time as they may consider fit, any sum or sums of money, in Indian Rupees or any other foreign currency, from bank(s) or financial institution(s), other person or persons, firms, bodies corporate, notwithstanding that the monies to be borrowed together with the monies already borrowed by the Company may exceed the aggregate of the Company’s paid-up capital and free reserves i.e. reserves not set apart for any specific purpose, provided that the total amount so borrowed and outstanding at any time shall not exceed Rs. 25,000 crores.

As on 31 March 2014, Idea’s standalone borrowing was Rs.177.5 bn and net worth was Rs.155.8 bn. The company seeks approval for a borrowing limit of Rs.405.8 bn. On a standalone basis the debt to EBIDTA ratio was 2.4x and debt to equity ratio was 1.1x in FY14. At the maximum proposed borrowing limit the debt to equity ratio will be ~2.6x.The company has maintained moderate credit protection measures in the past. We expect the company to remain judicious about raising debt, as it has done in the past.

We expect corporates to give granular details on the utilization plan in case they seek to increase the borrowing limit by more than 25%. We believe companies must increase their borrowing limit gradually and approach shareholders each year for any further increase in limit with adequate disclosures


The consent of the Members be and is hereby accorded to the Board of Directors of the Company for creation of charge/mortgage/pledge/hypothecation/ security, in addition to existing charge/mortgage/pledge/hypothecation/security, in such form and manner and with such ranking and at such time and on such terms as the Board may determine, on all or any of the moveable and/or immoveable properties, tangible and/or intangible assets of the Company issued/to be issued by the Company, from time to time, subject to the limits approved under Section 180(1)(c) of the Act together with interest at the respective agreed rates, additional interest, compound interest in case of default, accumulated interest, liquidated damages, commitment charges, premia on prepayment, remuneration of the Agent(s)/Trustee(s), premium (if any) on redemption, all other costs, charges and expenses, including any increase as a result of devaluation/revaluation/ fluctuation in the rates of exchange and all other monies payable by the Company.

With reference to the above borrowing resolution, the company will need to create charge to secure the additional borrowings


The consent of the Members be and is hereby accorded to the payment of commission, in addition to the sitting fees for attending the meetings of the Board and/or Committees thereof, to the Non-Executive Directors of the Company, aggregating upto Rs. 10 Crores and at a rate not exceeding in aggregate 1% (one per cent) per annum of the net profits of the Company as the Board or its Committee may from time to time fix in this behalf, and that said Commission shall be divisible amongst the Non-Executive Directors in such proportion and in such manner as may be decided by the Board or its Committee.

Idea has thirteen non-executive directors on its board including the chairman. The company has not paid any commission to the non-executive directors in previous years. The company proposes to pay a maximum of Rs.100.0 mn as commission to the non-executive directors for FY14. This is ~0.6% of net profit of the company in FY14.

Further the company proposes to pay upto 1% of net profits as commission to the non-executive directors for each year commencing from FY15. Although regulation allows providing upto 1% of net profits as commission to the non-executive directors, shareholders may seek confirmation from the management on the actual range of payouts. As a measure of transparency, we expect companies to disclose the absolute amount of commission payable to non-executive directors.


To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2014 and Statement of Profi t & Loss for the fi nancial year ended on that date together with Report of the Board of Directors and Auditors thereon.


To declare dividend for the fi nancial year 2013-14.

The proposed divided for FY14 is Rs 0.30 (Rs 0.60 for FY13). The payout ratio of 39.7% is marginally higher than for FY13 (36.8%).


To appoint a Director in place of Shri D. P. Bhargava (DIN 01277269), who retires by rotation and being eligible, offers himself for reappointment for the remaining/extended term at the pleasure of the President of India.



To appoint a Director in place of Shri J. K. Sharma (DIN 00387785), who retires by rotation and being eligible, offers himself for reappointment for the remaining/extended term at the pleasure of the President of India.


Confidential






July to September' 2014 26-Sep-14 PTC INDIA LIMITED MANAGEMENT For ABSTAIN Abstained as per Proxy Voting Policy

July to September' 2014 26-Sep-14 PTC INDIA LIMITED MANAGEMENT For FOR

July to September' 2014 26-Sep-14 PTC INDIA LIMITED MANAGEMENT For AGAINST






July to September' 2014 26-Sep-14 MRF LIMITED Postal Ballot MANAGEMENT For AGAINST



The remuneration for Joint Statutory Auditors appointed by the Comptroller and Auditor General of India for the fi nancial year 2014-15 be and is hereby fi xed.

NHPC seeks shareholders’ approval to authorize the board of directors of the company to fix the remuneration of the joint statutory auditors to be appointed by the Comptroller and Auditor General of India for FY15. As per Section 142 of the Companies Act, 2013 shareholder approval is required to authorize the board to fix the remuneration of statutory auditors at Rs 5.1 mn.


The Cost Auditors appointed by the Board of Directors of the Company, to conduct the audit of the cost records of the Company for the fi nancial year 2014-15, be paid the remuneration @ Rs. 60,000/- per Power Station.

The board has approved the appointment of seven firms as Cost Auditors for the year ending 31 March 2015 on a total remuneration of Rs 60,000 per power station plus applicable taxes.


Shri Shantikam Hazarika (DIN: 00523656), who was appointed by the President of India be and is hereby appointed as an Independent Director of the Company.



Shri A. Gopalakrishnan (DIN: 02880344), who was appointed by the President of India be and is hereby appointed as an Independent Director of the Company.

A Gopalakrishnan attendance of board meetings is low, but meets our attendance threshold. A Gopalarishnan attended only 60% of the 15 board meetings held in FY14 and 76% of the board meetings held in last three years. We expect directors to take their responsibilities seriously and attend all board meetings; else, at the very least, 75% of the board meetings held over a three year period.


Shri R.S.T. Sai who was appointed as an additional Director and designated as Chairman & Managing Director of the Company be and is hereby appointed as Chairman & Managing Director of the Company as non-retiring Director on the terms and conditions determined by the Government of India.

His appointment is in line with all statutory requirements.


To receive, consider and adopt the Balance Sheet as at 31st March 2014, Profit & Loss Account for the year ended on that date, the Auditors’ report thereon and the Director’s Report for the fi nancial year 2013-14


Dividend at the rate of 20% (` 2 per equity share of Rs.10 each) be and is hereby declared for the FY 2013-14, out of the profi ts of the Company on the 296008321 equity shares of ` 10/- each fully paid up to be paid as per the ownership as on 19th September 2014

PTC India Limited (PTC) has proposed a final dividend of Rs.2 per share of face value Rs.10. Total cash outgo on account of dividend and dividend distribution tax on equity shares has increased from Rs.554.1 mn in FY13 to Rs.669.7 mn in FY14. Dividend payout ratio for FY14 is 26.7%.


Shri Mukesh Kumar Goel (DIN00239813) who retires by rotation and who is eligible for re-appointment be and is hereby re-appointed as Director

Mukesh Kumar Goel attended only 56% of the board meetings held in FY14, and 67% of the board meetings held over the past three years. We expect directors to take their responsibilities seriously and attend all board meetings. We consider a threshold of 75% attendance of board meetings, over a three year period, while voting on re-appointment of directors


Shri Ravi Prakash Singh (DIN 05240974) who retires by rotation and who is eligible for re-appointment be and is hereby re-appointed as Director.

Ravi Prakash Singh is a Nominee Director of PowerGrid Corporation of India Ltd. His reappointment is in line with all the statutory requirements


Shri Srinivasan Balachandran (DIN 01962996) who retires by rotation and who is eligible for re-appointment be and is hereby appointed as Director

Srinivasan Balachandran is an Ex-Addl. Member (Budget) of Ministry of Railways and Ex Managing Director of Indians Railways Finance Corporation. His reappointment is in line with all the statutory requirements.


M/s K.G Somani & Co. be and is hereby appointed as the Statutory Auditor of the Company & to fix their remuneration

PTC proposes to reappoint K.G Somani & Co as statutory auditors: K.G Somani & Co have been PTC’s statutory auditors for the past 3 years. The tenure of the statutory auditor is less than 10 years, which is in line with the provisions of the Companies Act, 2013


Smt. Jyoti Arora (DIN 00353071), be and is hereby appointed as a Non Executive Nominee Director of the Company and shall be liable to retire by rotation

Smt. Jyoti Arora is an Indian Administrative Service officer of 1987 batch from Haryana Cadre. She is holding the position of Joint Secretary, Ministry of Power, Govt. of India and is being proposed to be appointed as Non-Executive Nominee Director of Ministry of Power. Her appointment is in line with all the statutory requirements


Shri Dinesh Prasad Bhargava be and is hereby appointed as a Non Executive Nominee Directorof the Company and shall be liable to retire by rotation


Mr. Vijay R Kirloskar, be and is hereby appionted as an Independent Director of the company

Vijay R Kirloskar has been on the board of the company for the past 13 years. The length of tenure is inversely proportionate to the independence of a director. Due to his long association (>10 years) with the company, he is considered non-independent.Additionally, he has attended 20% of the board meetings held in FY14 and 40% held over the past three years. This is well below our required threshold of a three-year minimum average of 75% attendance.

Mr. V Sridhar, be and is hereby appionted as an Independent Director of the company

V Sridhar has been on the board of the company for the past 13 years. The length of tenure is inversely proportionate to the independence of a director. Due to his long association (>10 years) with the company, he is considered non-independent.In case the company believes he is contributing to board deliberations, it may propose re-appointing him as a non-independent director, and appoint additional independent directors in order to ensure the board composition is compliant with the requirements of Clause 49 of SEBI’ Listing Agreement.

Confidential




July to September' 2014 26-Sep-14 MRF LIMITED Postal Ballot MANAGEMENT For FOR









July to September' 2014 26-Sep-14 MAHARASHTRA SEAMLESS MANAGEMENT For Abstain

July to September' 2014 26-Sep-14 MAHARASHTRA SEAMLESS MANAGEMENT To declare dividend on Equity Shares. For Abstain








Mr. N Kumar, be and is hereby appionted as an Independent Director of the company

N Kumar has been on the board of the company for the past 10 years. The length of tenure is inversely proportionate to the independence of a director. Due to his long association (>10 years) with the company, he is considered non-independent. In case the company believes he is contributing to board deliberations, it may propose re-appointing him as a non-independent director, and appoint additional independent directors in order to ensure the board composition is compliant with the requirements of Clause 49 of SEBI’ Listing Agreement.

Mr. Ranjit I Jasudasen , be and is hereby appionted as an Independent Director of the company

Ranjit Jesudasen has been on the board of the company for the past 10 years. The length of tenure is inversely proportionate to the independence of a director. Due to his long association (>10 years) with the company, he is considered non-independent.In case the company believes he is contributing to board deliberations, it may propose re-appointing him as a non-independent director, and appoint additional independent directors in order to ensure the board composition is compliant with the requirements of Clause 49 of SEBI’ Listing Agreement.

Mr. Ashok Jacob , be and is hereby appionted as an Independent Director of the company

Ashok Jacob has been on the board of the company for the past 15 years. The length of tenure is inversely proportionate to the independence of a director. Due to his long association (>10 years) with the company, he is considered non-independent.Additionally, he has attended 20% of the board meetings held in FY14 and 33% held over the past three years. This is well below our required threshold of a three-year minimum average of 75% attendance.

Dr. Salim Joseph Thomas , be and is hereby appionted as an Independent Director of the company

Salim Joseph Thomas’s reappointment is in line with all the statutory requirements.

Mr. Jacob Kurian , be and is hereby appionted as an Independent Director of the company

Jacob Kurian’s reappointment is in line with all the statutory requirements.

Mr. M Meyyappan, be and is hereby appionted as an Independent Director of the company.

M Meyyappan’s reappointment is in line with all the statutory requirements.

POWER FINANCE CORPORATION LIMITED


To receive, consider and adopt the Financial Statements of the Company for the financial year ended on 31st March, 2014 the Reports of the Board of Directors and Auditors thereon.




To confirm interim dividend and declare financial dividend for the year ended 2013-14.




To appoint a Director in place of Shri A. K. Agarwal, who retires by rotation and being eligible offers himself for re-appointment.




To fix the remuneration of the Statutory Auditors of the company.




The draft regulation contained in the article of association submitted to this meeting be and is hereby approved and adopted in substitution, and to the entire exclusion of the regulation conatined in the existing Articles of Association of the company.




The Board of Directors of the company, be and is hereby authorized and other applicable provisions of the company to make offers invitaion to subscribe to the secured/ unsecured, redeemable, non-redeemable, convertible securities to the extend of Rs. 55,000 crore during the period of commencing from the date of passing till completion of one year thereof.



To receive, consider and adopt the Audited Accounts for the year ended 31st March, 2014 and the Reports of Directors and Auditors thereon.





Shri S. P. Raj (DIN-000520481), who retires by roatation be and is hereby re-appointed as Director of the Company and such appointment would not have any effect on the continuity of his tenure as Wholetime Director of the Company.



To appoint M/s. Kanodia Sanyal & Associates, Chartered Accountants (Firm Regn. No. 008396N) as Auditors of the Company to hold office from the conclusion of this meeting until conclusion of the next Annual General Meeting and to fix their remuneration.



Dr. Roma Kumar (DIN-02194012) 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.



Shri U C Agarwal (DIN - 00012468), be and is hereby appointed as Independent Director of the Company.



Shri Sanjeev Rungta (DIN -00053602), be and is hereby appointed as Independent Director of the Company.



Shri Naresh Chand Jain (DIN - 06549828), be and is hereby appointed as Independent Director of the Company.



Shri P N Vijay (DIN -00049992), be and is hereby appointed as Independent Director of the Company.


Confidential


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July to September' 2014 26-Sep-14 RICOH INDIA LTD MANAGEMENT For Abstain












M/s R. J. Goel & Co., Cost Accountants (Firm Regn. no. 00026), 31, Community Centre, Ashok Vihar, Phase-1, Delhi -110052, the Cost Auditors appointed by the Board of Directors of the Company to conduct the audit of cost records of the Company for the financial year 2014-15, be paid remuneration of Rs.1,00,000/- apart from reimbursement of actual expenses to be incurred by them in connection with conducting the audit of cost records of the Company.



To receive, consider and adopt the Audited Balance Sheet as at 31st March 2014, Statement of Profit and Loss Account for the financial year ended as on that date together with the Reports of Board of Directors and Auditors thereon.


To appoint a Director in place of Mr. H.Kitada (holding DIN No.06527013), who retires by rotation and being eligible offers himself for re-appointment.



To appoint M/s Sahni Natarajan and Bahl (Firm Registration No. 002816N) Chartered Accountants as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting upto the conclusion of the next Annual General Meeting and to authorize Mr. Tetsuya Takano, Managing Director and Chief Executive Officer of the Company to fix their remuneration.



Mr. U.P. Mathur (DIN 00387444), who was appointed as a Director liable to retire by rotation be and is hereby appointed as an Independent Director of the Company.



Ms. Ashish Garg (holding DIN 06499461), who was appointed as an Additional Director be and is hereby appointed as an Independent Director of the Company.



Mr R.K Pandey (holding DIN 00190017), who was appointed as a Director liable to retire by rotation be and is hereby appointed as an Independent Director of the Company.



Mr D.C. Singhania (holding DIN 00387783), who was appointed as a Director liable to retire by rotation be and is hereby appointed as an Independent Director of the Company.



The consent of the Members of the Company be and is hereby accorded for reappointment and payment of remuneration to Mr. Tetsuya Takano (holding DIN No. 03491442), Managing Director and Chief Executive Officer of the Company for a period of One Year commencing from April 1, 2014 to March 31, 2015.



The consent of the Company be and is hereby accorded to the Board of Directors to borrow such sums of money(s) in any manner from time to time, with or without security and upon such terms and conditions as the Board may think fit, notwithstanding that money(s) to be borrowed together with money(s) already borrowed by the Company may exceed the aggregate of the paid up share capital of the Company and its reserves, that is to say, free reserves not set apart for any specific purpose, provided that the total amount so borrowed by the Board of Directors outstanding at any point of time shall not exceed the sum of Rs 300 Crores.



The consent of the Company be and is hereby given to the Board of Directors for creation of mortgage / hypothecation / pledge/ charge/ security in any form or manner on the properties of the Company whether tangible, intangible or otherwise, both present and future, in favour of lenders including Banks, Financial Institutions, Investment Institutions, Mutual Funds, Trusts, other Bodies Corporate, Trustees for holders of debentures/ bonds and/ or other instruments to secure all credit facilities including rupee loans, foreign currency loans, debentures, bonds and/ or other instruments or non fund based facilities availed / to be availed by the Company and/ or for any other purpose, from time to time, together with interest, liquidated damages, all other costs, charges and expenses payable by the Company in respect of such borrowings.



The Articles of Association of the Company and subject to such other approval(s), consent(s), permission(s) and sanction(s) as may be necessary from the concerned Statutory Authority(ies), including the Reserve Bank of India, the approval of the Members of the Company be and is hereby accorded for borrowing/raising funds in INR by issue of debt instruments in the nature of non-convertible debentures in the capital markets to the eligible investors for an amount not exceeding Rs.300 Crores.




To receive, consider and adopt the audited financial statements of the Company for the year ended 31st March, 2014, including the Balance Sheet as at 31st March, 2014, the Statement of Profit and Loss for the year ended on that date and the reports of the Board of Directors and Auditors thereon.

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To consider declaration of dividend on Equity Shares.

Sun Pharmaceutical Industries Ltd (SPIL) proposes to pay dividend of Rs. 1.5 per equity share. The company incurred a net loss of Rs. 28.3 bn on standalone level. On consolidated level, reported net profit aggregated Rs. 31.4 bn - dividend payout ratio on consolidated level sums up to 11.5%.



To appoint a Director in place of Mr. Israel Makov (DIN: 05299764), who retires by rotation and being eligible, offers himself for reappointment.

Israel Makov is Chairman & Director of Makov Associates Ltd. His reappointment is in line with all statutory requirements.



To re-appoint Messrs. Deloitte Haskins & Sells LLP, Chartered Accountants, Mumbai, having Firm’s Registration No.117366W/W-100018, as the Auditors of the Company and to authorise the Board of Directors to fix their remuneration.

SPIL proposes to reappoint Deloitte Haskins & Sells LLP as statutory auditors: Deloitte Haskins & Sells LLP have been SPIL’s statutory auditors for the past 10 years. The reappointment is neither in line with the spirit of Section 139 of the Companies Act 2013.

Under section 139 of the Companies Act 2013, an audit firm’s tenure may extend to a maximum of two consecutive terms of five years each (maximum 10 years). Although the Act has given companies a three-year window to comply, we expects companies to be proactive and start abiding by the spirit of the regulations at the earliest.



Ms. Rekha Sethi (DIN: 06809515), who was appointed as an Additional Director of the Company be and is hereby appointed as an Independent Director of the Company.

Rekha Sethi is Director General, All India Management Association. Her appointment is in line with all statutory requirements.



The Company hereby approves the appointment of Mr. S. Mohanchand Dadha (DIN: 00087414), Director of the Company, as an Independent Director of the Company.

S Mohanchand Dadha has been on the board of the company for the past 17 years. The length of tenure is inversely proportionate to the independence of a director. Due to S Mohanchand Dadha’s long association (>10 years) with the company, he is considered non-independent. If the company believes that it will benefit from S Mohanchand Dadha serving on the board, it should appoint him as a non-independent director, and appoint additional independent directors to ensure its board composition is compliant with Clause 49 of SEBI’s Listing Agreement.



The Company hereby approves the appointment of Mr. Keki Mistry (DIN: 00008886), Director of the Company, as an Independent Director of the Company.

Keki Mistry has been on the board of the company for the past 12 years. The length of tenure is inversely proportionate to the independence of a director. Due to Keki Mistry’s long association (>10 years) with the company, he is considered non-independent.Keki Mistry is on the board of 12 other public limited companies, which is higher than the threshold prescribed in Section 165 of the Companies Act, 2013. Although the Act has given a one-year window to comply, we expects companies and directors to be proactive and start abiding by the spirit of the regulations at the earliest.



The Company hereby approves the appointment of Mr. Ashwin Dani (DIN: 00009126), Director of the Company, as an Independent Director of the Company.

Ashwin Dani has been on the board of the company for the past 12 years. The length of tenure is inversely proportionate to the independence of a director. Due to Ashwin Dani’s long association (>10 years) with the company, he is considered non-independent. If the company believes that it will benefit from Ashwin Dani serving on the board, it should appoint him as a non-independent director, and appoint additional independent directors to ensure its board composition is compliant with Clause 49 of SEBI’s Listing Agreement.



The Company hereby approves the appointment of Mr. Hasmukh Shah (DIN: 00152195), Director of the Company, as an Independent Director of the Company.

Hasmukh Shah has been on the board of the company for the past 13 years. The length of tenure is inversely proportionate to the independence of a director. Due to Hasmukh Shah’s long association (>10 years) with the company, he is considered non-independent. If the company believes that it will benefit from Hasmukh Shah serving on the board, it should appoint him as a non-independent director, and appoint additional independent directors to ensure its board composition is compliant with Clause 49 of SEBI’s Listing Agreement.



The Board of Directors of the Company be and is hereby authorised to agree to at its discretion to make loan(s) and/or give any guarantee(s)/provide any security(ies) in connection with loan(s) made to and to make investments in shares, debentures and/ or any other securities of other body corporates or person whether Indian or overseas and/or in various schemes of Mutual Funds or such other funds and in the interest of the Company in excess of 60% of the paid up Share Capital and Free Reserves and Securities Premium of the Company or 100% of Free Reserves and Securities Premium of the Company in one or more tranches, up to maximum amount of Rs. 500 Billion notwithstanding that investments along with Company’s existing loans or guarantee/ security or investments shall be in excess of the limits and to settle any question or doubt that may arise in this regard.

SPIL took shareholders’ approval in FY13 AGM for the same limit. On 31 March 2014, the company has made inter-corporate transaction of Rs. 70.2 bn whereas the 100% of free reserves and security premium sums to Rs. 71 bn. We believe that the proposed limit of Rs. 500 bn is too high and also the company has not disclosed reason for the same.

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The consent of the Company be and is hereby accorded to the Board of Directors of the Company to borrow money on behalf of the Company, from time to time, any sum or sums of monies which together with the monies already borrowed by the Company may exceed the aggregate paid-up share capital of the Company and its free reserves, provided that the total amount so borrowed by the Board shall not at any time exceed the limit of Rs. 500 Billion

SPIL has been prudent about its borrowings and may need to raise money for inorganic growth opportunities



The consent, authority and approval of the Company be and is hereby accorded to the Board to issue, offer and allot from time to time in one or more tranches and in consultation with the Lead Managers and/or Underwriters and/or other Advisors, Convertible Bonds, Fully Convertible Debentures (FCDs), Partly Convertible Debentures (PCDs), Optionally Convertible Debentures (OCDs) and/or Securities convertible into Equity Shares at the option of the Company to such Indian or Foreign Institutional Investors/Foreign Mutual Funds at such time or times at such issue price, face value, premium amount on issue/ conversion of securities/ exercise of warrants/redemption of Securities, rate of interest, redemption period, listing on one or more stock exchange in India and/or abroad and in such manner and on such terms and conditions as the Boards for an aggregate amount not exceeding Rs. 120 Billions.

SPIL seeks to raise funds through the issuance of securities including equity shares, fully convertible debentures, non-convertible debentures with warrants and/or other securities convertible into equity shares.

SPIL seeks approval to raise funds up to Rs. 120 bn. Considering the current market price as on 11 September 2014 of Rs. 822.8 and assuming the full limit is raised the company will issue ~145.8 million equity shares. This will result in a dilution of ~5.7% of the post Ranbaxy merger paid up share capital.



The consent of the Company be and is hereby accorded to the Board of Directors in case of loss or inadequate profit for contributing and/or subscribing from time to time in any financial year to any national, charitable, social, benevolent, public or general and other funds/institutions/ hospitals/ trusts/entities not directly relating to the business of the Company without the approval of the Shareholders exceeding by a sum of Rs. 100,000,000/- to the extent such equivalent amount has not been considered for the purpose of calculating the maximum amount permissible which is utilised / contributed / subscribed pursuant to a Resolution for any financial year

Limit of Rs 100mn considering the size of the company is reasonable



M/s. Kailash Sankhlecha & Associates, Cost Accountants, be appointed as the Cost Auditors of the Company be paid the remuneration as set out in the Explanatory Statement annexed to the Notice of this Meeting.

The reappointment of Kailash Sankhlecha & Associates as Cost Auditors is in line with the statutory requirements.



The consent/ratification by the members of the Company be and is hereby accorded for remuneration paid to Mr. Dilip S. Shanghvi, Managing Director, (DIN:00005588), of the Company

The remuneration paid to Dilip Shanghavi for FY14 is of Rs. 27.4 mn. We find the remuneration for FY14 reasonable considering the size of the company. We also recommend voting FOR the proposed amount being paid as minimum remuneration in future, even in the absence of adequate profits.



The consent/ratification by the members of the Company be and is hereby accorded for remuneration paid to Mr. Sudhir V. Valia, Wholetime Director (DIN: 00005561) of the Company.

The remuneration paid to Sudhir V Valia for FY14 is of Rs. 27.2 mn. We find the remuneration for FY14 reasonable considering the size of the company. We also recommend voting FOR the proposed amount being paid as minimum remuneration in future, even in the absence of adequate profits.



The consent/ratification by the members of the Company be and is hereby accorded for remuneration paid to Mr. Sailesh T. Desai, Wholetime Director, (DIN:00005543), of the Company.

The remuneration paid to Sailesh T Desai for FY14 is of Rs. 10.0 mn. We find the remuneration for FY14 reasonable considering the size of the company. We also recommend voting FOR the proposed amount being paid as minimum remuneration in future, even in the absence of adequate profits.



The consent/ratification of the members be and is hereby accorded for Commission paid to the Non-Executive Directors of the Company

SPIL incurred a net loss of Rs. 28.8 bn in FY14 on standalone level. The company paid Rs. 6.4 mn as commission to all the non-executive directors. We find the amount reasonable considering the size of the company.



The authority be and is hereby accorded to the payment of commission to Non-Executive Directors of the Company to be determined by the Board of Directors for each Non-Executive Director and distributed between such Directors in such a manner as the Board of Directors may from time to time determine, within the maximum limits of 1 (One) percent of the net profits of the Company in addition to the sitting fees being paid by the Company for attending the Board/Committee Meetings of the Company.

SPIL seeks shareholders’ approval to increase commission limit from 0.1% to 1% of net profits to NEDs. There is no cap in absolute amount on commission to be paid to NEDs. In the past SPIL has been judicious in paying the commission to NEDs and we believe that the management will follow the same in future.



The consent of the Company be and is hereby accorded to Mr. Aalok D. Shanghvi and remuneration of Rs. 15,000,000/- , within the limits approved by the Members and subject to such approvals, as may be necessary.

In AGM held in September 2013, shareholders approved the reappointment of Aalok Shanghavi to hold an office of profit as Senior General Manager – International Business with proposed remuneration up to Rs. 15 mn. The company seeks approval for the same resolution to comply with Section 188 of the Companies Act, 2013.

We find the proposed remuneration reasonable considering the size of the company.



To receive, consider and adopt the audited financial statements of the Company for the financial year ended March 31, 2014, including the audited Balance Sheet as at March 31, 2014, the Statement of Profit and Loss for the financial year ended on that date and the reports of the Board of Directors and Auditors theron.

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July to September' 2014 27-Sep-14 MANAGEMENT For FOR Noted














To declare dividend on equity shares for the financial year ended March 31, 2014.

The dividend per share has remained flat at Rs.0.8 per share in the last three years. The payout ratio has remained in the range of 20-30% during this period.



To appoint a Director in place of Mrs. Shivani Amit Dahanukar (DIN:00305503), who retires by rotation and being eligible, offers herself for re-appointment.

Ms. Shivani Amit Dahanukar is a member of the promoter family and an executive director in the company. Her reappointment is in line with the statutory requirements.



To re-appoint M/s Batliboi & Purohit, Chartered Accountants (Firm Registration No. 101048W) as the Statutory Auditors of the Company and to fix their remuneration.

Batliboi & Purohit & Associates has been auditing the company’s accounts for 12 years. Their reappointment for another term is not in line with the spirit of Section 139 of the Companies Act 2013.Under the Act, an audit firm/network’s tenure may extend to a maximum of two consecutive terms of five years each (maximum 10 years). Although the Act has given companies a three-year window to comply, we expects companies to be proactive and start abiding by the spirit of the regulations at the earliest.



Mr. V. B. Haribhakti (DIN: 00088062), Director liable to retire by rotation, who does not offer himself for re-appointment be not re-appointed as a Director of the Company and the vacancy so caused on the Board of Directors be not filled-up.



Dr. Vishnu Kanhere (DIN: 00999861), Director of the Company be and is hereby appointed as an Independent Director of the Company.

Vishnu Kanhare is a practicing chartered accountant. He has been on the board of the company for the past 10 years. The length of tenure is inversely proportionate to the independence of a director. Due to his long association with the company, he is considered non-independent.If the company believes that it will benefit from his serving on the board, it must consider reappointing him as a non-independent director and induct additional independent directors to ensure that the board composition meets the requirements of Clause 49 of the SEBI’s Listing Agreement.



Dr. Ravindra Bapat (DIN: 00353476), Director of the Company be and is hereby appointed as an Independent Director of the Company.

Ravindra Bapat is an Emeritus Professor in K.E.M Hospital, Mumbai. His reappointment is in line with the statutory requirements.



Mr. C. V. Bijlani (DIN: 02039345), Director of the Company be and is hereby appointed as an Independent Director of the Company.

C.V Bijlani is a former Vice-Predient, IndusInd Bank. His reappointment is in line with the statutory requirements.



Mr. Madan Goyal (DIN: 00377825), Director of the Company be and is hereby appointed as an Independent Director of the Company.

Madan Goyal is the CMD of Primeview (India) Infin Pvt. Ltd. His reappointment is in line with the statutory requirements.



Mr. Ronil Sujan (DIN:01780094), who was appointed as an Additional Director of the Company be and is hereby appointed as an Independent Director of the Company.

Ronil Sujan is a former MD - M&A and Investment Banking (Asia-Pacific) of Rabobank International. His appointment is in line with the statutory requirements.



M/s P. D. Phadke & Associates, Cost Auditors, appointed by the Board of Directors for conducting the audit of cost accounting records maintained by the Company relating to manufacturing of the products covered under the aforesaid rules, be paid a remuneration of Rs. 1,50,000/-




To receive consider and adopt the Audited balance sheet as at 31 March 2014 and the statement of Profit and Loss for the year ended as on that date together with the reports of Directors and Auditors thereon.



To re-appoint Mr. K Bapi Raju, who retires by rotation and who being eligible, offers himself for re-appointment as a Director.

K Bapi Raju is the President of KSK Mahanadi Power Co Ltd. His reappointment is in line with all the statutory requirements.



To appoint M/s Umamaheswara Rao & Co Chartered Accountants Hyderabad as Statutory Auditors of the Company to hold office from the conclusion of this meeting for 3 consecutive years till the conclusion of the 17th Annual General Meeting of the Company in the calender year 2017 and to fix their remuneration.

KSK Energy proposes to reappoint Umamaheswara & Co as statutory auditors: Umamaheswara & Co have been KSK Energy’s statutory auditors for the past 11 years. The reappointment is not in line with the spirit of Section 139 of the Companies Act 2013.

Under section 139 of the Companies Act 2013, an audit firm’s tenure may extend to a maximum of two consecutive terms of five years each (maximum 10 years). Although the Act has given companies a three-year window to comply, we expects companies to be proactive and start abiding by the spirit of the regulations at the earliest.



Appointment of Mr T.L.Sankar as an Independent Director to hold office for five consecutive years.

TL Sankar is the Former Chairman of Andhra Pradesh State Electricity Board. He is on the board of the company for the past 13 years. The length of tenure tends to be inversely proportionate to the independence of a director. Due to his long association (>10 years) with the company, he is considered non-independent.

However, if the company believes that it will benefit from TL Sankar serving on the board, it must consider appointing him as a non-independent director and induct additional independent directors to ensure that the board composition meets the requirements of Clause 49 of the Listing Agreement



Appointment of Mr S.R. Iyer as an Independent Director to hold office for five consecutive years.


Confidential








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Appointment of Mr Girish N. Kulkarni as an Independent Director to hold office for five consecutive years.

Girish Kulkarni is on the board of the company for the past 12 years. The length of tenure tends to be inversely proportionate to the independence of a director. Due to his long association (>10 years) with the company, he is considered non-independent.

However, if the company believes that it will benefit from Girish Kulkarni serving on the board, it must consider appointing him as a non-independent director and induct additional independent directors to ensure that the board composition meets the requirements of Clause 49 of the Listing Agreement.



Re-appointment of Mr S. Kishore as Whole time Director and remuneration as it may deem fit and as may be acceptable by Mr Kishore,subject to the same not exceeding the limits specified under section 197

S Kishore, 52, has been a Whole-time Director of the company since 2004. He leads the business development and capital raising initiatives of KSK Group. He received a total salary of Rs.7.5 mn in FY14. This is in line when compared with other industry peers. His proposed remuneration for FY15 is ~Rs.7.5 mn, which excludes a commission upto 1.5% of net profits for the year.



Re-appointment of Mr K. A. Sastry as Whole time Director and remuneration as it may deem fit and as may be acceptable by Mr Sastry ,subject to the same not exceeding the limits specified under section 197

KS Sastry, 55, has been a Whole-time Director of the company since 2004. He leads the project execution and operations activities in the company. He received a total salary of Rs.7.5 mn in FY14. This is in line when compared with other industry peers. His proposed remuneration for FY15 is ~Rs.7.5 mn, which excludes a commission upto 1.5% of net profits for the year.



The Article 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 Article of Associationof the Company.

The existing articles of the company are based on the Companies Act, 1956. Several regulations in the existing AoA contain references to specific sections of the Companies Act, 1956 and some regulations in the existing AoA are no longer in conformity with the Act. The company is considering it expedient to replace the existing AoA by an entirely new set of articles (Table F). The new Article of Association of the company will be in conformity with the Companies Act 2013.



The company hereby accords its consent to the Board of Directors for borrowing any sum or sums of money from time to time from any one or more of the Company's, bankersand /or from any one or more other persons,firms, bodies,corporate, or financial institutions whether by way of cash credi, advance or deposits, loans or bills discounting or otherwise and whether unsecured or secured by mortgage, charge, hypothecation or lien or pledge of the Company's assets and properties whether movable or otherwise or all or any of the undertakings of the Company will or may exceed the aggregate of the paid-up capital of the Company and its free reserves the total borrowings shall not exceed Rs 15,000 Crores.

KSK Energy is highly leveraged. As on 31 March 2014, the company’s consolidated borrowing was ~Rs.151.3 bn and net worth was Rs.29.9 bn. Debt to EBIDTA ratio was 22.6x and debt to equity ratio was 5.1x for the year ended 31 March 2014.

KSK Energy’s performance has deteriorated significantly. Although at a standalone level, the company was profitable in FY14, it reported a consolidated loss for the year. First quarter performance in FY15 has been weak: the company has reported a net loss for the quarter. Margins have been fluctuating. Given the financial performance, the company must consider paring down its debt rather than increasing the borrowing limit.



The consent of the Company be and is hereby accorded to the Board of Directors of the Company to create mortgages/hypothecation and/or charge in addition to the existing mortagages/hypothecations created/to be created by the Company in such form and manner and with such ranking and on such terms as the Board may determine.

The company will need to secure the additional borrowings.



The consent of the company be and is hereby accorded to the Board of Directors of the Company to make/ give from time ti time, any loan/advances/deposits/investment in shares, debentures and or other seecurities and to give , on behalf of the Company any guarantee and/or provide any security in connection with any loan or loans made by any person to or to any other person by any other person companies body corporates which shall be subject to aggregate limit of Rs 15,000 Crores.

As per section 186 of the Companies Act 2013, the threshold for inter-corporate transactions beyond which KSK Energy will require consent of shareholders is Rs.22.3 bn. As on 31 March 2014, the company’s inter-corporate transaction was Rs.61.5 bn. The company now seeks approval for further inter-corporate transactions aggregating upto Rs.150.0 bn, which is significantly higher than the outstanding amount.

As per the company, it will need the fund for the ongoing projects, capital expenditure requirement, and to achieve long term strategic objectives. However, the company has not provided details around the inter-corporate transactions. There is no clarity about the form and amount of transactions, nor details about the counter-parties. Further the company is highly leveraged and its financial performance has been deteriorated during the last two years (refer resolution 10 above).


To receive, consider and adopt the Audited Balance Sheet of the Company as at 31st March, 2014 and the Statement of Profit & Loss for the year ended on that date together with Reports of the Auditors, Directors and Comments of the Comptroller & Auditor General of India thereon.


To confirm the payment of Interim Dividend and Second Interim Dividend and to declare Final Dividend for the financial year 2013-14 on the equity shares of the Company.

OIL declared two interim dividend aggregating to Rs.2.10 per equity shares and final dividend of Rs.0.05 per equity share of Rs. 10 each. The cash outgo on account of dividend (Rs.15.1 bn) is 50.7% of FY14 net profit.


To appoint a Director in place of Shri N.K.Bharali (DIN:03262719), who retires by rotation and being eligible, offers himself for reappointment.

NK Bharali was appointed to the board in 2010 and is the Chairman of the Audit Committee. His reappointment is in line with all statutory requirements.

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To appoint a Director in place of Shri S.Rath (DIN:03495179), who retires by rotation and being eligible, offers himself for reappointment.

S Rath’s current designation is Director (Operations). His reappointment in in line with all statutory requirements.


To authorise Board of Directors to decide remuneration / fees of the Statutory Auditors of the Company appointed by the Comptroller & Auditor General of India for the financial year 2014-15.

The statutory auditors are appointed and rotated by the Comptroller and Auditor General of India (C&AG) as per Section 139(5) of the Companies Act, 2013. Saha Ganguli & Associates and B M Chatrath & Co. were appointed as Joint Statutory Auditors from FY14.


Smt. Rupshikha Saikia Borah (DIN:06700534), who was appointed as Director be and is hereby appointed as Director (Finance) and Chief Financial Officer of the Company, liable to retire by rotation, on terms & conditions determined by the Govt. of India.

Mrs. Rupshikha Saikia Borah is OIL’s Director (Finance). She was appointed as Director by the President of India. Her terms of appointment are determined by the Government of India.


Shri. Subhasish Panda (DIN: 02331848), who was appointed as a Government Nominee Director be and hereby appointed as a Director of the Company, liable to retire by rotation.

Subhasish Panda is an IAS officer. The Company proposes to appoint him as its Government Nominee Director. His appointment in in line with all statutory requirements.


Shri. Sudhakar Mahapatra (DIN: 06941346), who was appointed as Director be and is hereby appointed as Director (Exploration and Development) of the Company.

Sudhakar Mahapatra joined OIL as Director (Exploration and Development) in August 2014. His terms of appointment are determined by the Government of India.


The 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 2014-15, be paid the remuneration as set out in the statement annexed to the notice convening this meeting.

As per Section 148 of Companies Act 2013, the remuneration of Rs.300,000 payable to Mani & Co for FY15 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.

The Article of Association submitted be and are hereby approved and adopted in substitutions and to the entire exclusion of the regulations contained in the existing Articles of Association of the company.

With the enactment of the Companies Act, 2013, several regulations of the existing Articles of Association (AoA) of the Company require alteration and/or deletion. Considering the above, it is necessary to amend some of the existing articles. The amendments include appointment of independent directors, women directors and key managerial personnel, communication through electronic media and aligning with the Companies Act, 2013.

Mrs. Rukmani Menon, be and is hereby appointed as an Independent Director of the company

(Ms.) Rukhmani Menon is a practicing lawyer. She is being appointed effective 1 October 2014. Her appointment is in-line with all the statutory requirements.


To consider and adopt the Audited Profit and Loss Account for the year ended 31st March, 2014, the Balance Sheet as at 31st March, 2014 and the reports of Board of Directors and Auditors thereon.


To appoint a Director in the place of Mr Hari Eswaran (DIN No.00196760) who retires by rotation and is eligible for re-appointment.

Hari Eswaran is Chairman of Easun Reyrolle Ltd (Easun). His reappointment is in line with all statutory requirements.


M/s Brahmayya & Co., Chartered Accountants (Firm Registration No.000511S), and M/s R Subramanian & Co., Chartered Accountants (Firm Registration No.004137S), be and are hereby appointed as Joint Statutory Auditors of the Company and to fix such remuneration as may be determined by the Audit Committee in consultation with the Auditors, and that such remuneration as may be agreed upon between the Auditors and the Board of Directors.

Easun proposes to reappoint Brahmayya & Co. and R Subramanian & Co. as joint statutory auditors: Brahmayya & Co. and R Subramanian & Co. both have been Easun’s statutory auditors for the past 24 years. The reappointment does not follow the spirit of Section 139 of the Companies Act 2013.Under section 139 of the Companies Act 2013, an audit firm’s tenure may extend to a maximum of two consecutive terms of five years each (maximum 10 years). Although the Act has given companies a three-year window to comply, we expect companies to be proactive and start abiding by the spirit of the regulations at the earliest.


Dr William Stanley Jones (holding DIN No.00196064), Director of the Company be and is hereby appointed as an Independent Director of the Company.

William Stanley Jones has been on the board of the company for the past 22 years. The length of tenure is inversely proportionate to the independence of a director. Due to William Stanley Jones’s long association (>10 years) with the company, he is considered non-independent. If the company believes that it will benefit from William Stanley Jones serving on the board, it must consider appointing him as a non-independent director, and appoint additional independent directors to ensure its board composition is compliant with Clause 49 of SEBI’s Listing Agreement.


Mr Rakesh Garg (holding DIN No.00240379), Director of the Company be and is hereby appointed as an Independent Director of the Company.

Rakesh Garg is a Chartered Accountant. His reappointment is in line with all statutory requirements.


Mr M Raman (holding DIN No.01226770), Director of the Company be and is hereby appointed as an Independent Director of the Company.

M Raman is retired IAS Officer. His appointment is in line with all statutory requirements.


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 Companies Act, 2013, be paid to Non-Executive Directors of the Company and distributed amongst such Directors in such manner and in all respects as may be decided and directed by the Board of Directors and such payments shall be made in respect of the profits of the Company.

Easun seeks shareholders’ approval to pay commission up to 1% of the net profits to NEDs. In the past five years, the company has not paid commission more than 0.62% of the net profits. The company had been judicious in paying commission to NEDs.

Confidential



July to September' 2014 29-Sep-14 NMDC LIMITED MANAGEMENT For ABSTAIN Abstained as per Proxy Voting Policy

July to September' 2014 29-Sep-14 NMDC LIMITED MANAGEMENT For FOR














July to September' 2014 29-Sep-14 NMDC LIMITED MANAGEMENT For AGAINST



The Board of Directors and the Articles of Association of the company, to borrow any sum or sums of money from time to time at their discretion, for the purpose of the business of the company notwithstanding that the monies to be borrowed together with the monies already borrowed by the Company may, at any time, exceed upto a sum of Rs.300 Crores

Easun seeks shareholders’ approval to borrow up to Rs. 3 bn over and above the net worth of the company. As on 31 March 2014, the net worth is of Rs. 1.9 bn. Hence the total proposed borrowing limit as on 31 March 2014 aggregates Rs. 4.9 mn. Easun’s leaverage ratios are moderate. As on 31 March 2014, debt-equity is at 1.1x and debt-EBIDTA is at 29.9x. If the company raises debt to the full extent of the borrowing limit, credit protection measures will be deteriorate: debt-equity will be at 2.6x and debt-EBIDTA will be at 68.6x. The company has incurred standalone net loss in the last two years.Further borrowing with poor profitability will have a material impact on the company’s financial profile.


The consent of the Company be and is hereby accorded for entering into the related party transactions by the Company with the respective related parties and for the maximum amounts per annum.

The company seeks shareholders’ approval to enter into various transactions with subsidiaries – ERL Phase Power Technologies Ltd, ERL Marketing International FZE Sharjah, Switchcraft Europe GmbH, Germany and Electrical Distribution Solutions Pty Ltd (EDS), Australia and associate companies – Easun MR Tap Changers Pvt Ltd, Easun Products of India Pvt Ltd, Sowraj Investments Pvt Ltd and Eswaran and Sons Engineers Pvt Ltd. All the above transactions are in general course of business and Easun will be availing loans, advances, deposits from the associate companies.


To receive, consider and adopt the Statement of Profit & Loss for the financial year ended 31st March, 2014, the Balance Sheet as at that date and the Directors' and Auditors' Reports thereon.


To confirm the payment of interim dividends on equity shares for the year 2013-14.

Total cash outgo on account of dividend and dividend distribution tax on equity shares has increased from Rs.32.4 bn to Rs.39.4 bn. Dividend payout ratio is 61.4%.


To appoint a Director in place of Shri Narendra K. Nanda (DIN: 02455894), who retires by rotation and being eligible, offers him-self for re-appointment.

Narendra K. Nanda, Director was appointed as Director (Technical), NMDC Limited with effect from 1 December, 2008. His reappointment is in line with all the statutory requirements.


To appoint a Director in place of Shri S. Thiagarajan (DIN: 02721001), who retires by rotation and being eligible, offers him-self for re-appointment.

S. Thiagarajan has been appointed as Director (Finance) of the Company with effect from 9 July 2009 and has been with the company for about 34 years. His reappointment is in line with all the statutory requirements.


To appoint a Director in place of Shri Subimal Bose (DIN: 03570144), who retires by rotation and being eligible, offers him-self for re-appointment.

Subimal Bose is the Director (Production) of the Company with effect from 17 June, 2011. His reappointment is in line with all the statutory requirements.


To appoint a Director in place of Shri Rabindra Singh (DIN: 03641126), who retires by rotation and being eligible, offers him-self for re-appointment.

Rabindra Singh was Executive Director (P&A), Steel Authority of India Limited (SAIL), Bokaro Steel Plant prior to his present appointment. His reappointment is in line with all the statutory requirements.


To appoint a Director in place of Shri Vinod Kumar Thakral (DIN: 00402959), who retires by rotation and being eligible, offers him-self for re-appointment.

Vinod Kumar Thakral is a senior IAS officer presently serving as the Additional Secretary & Financial Advisor, Ministry of Steel. He is a Government’s Nominee Director. His reappointment is in line with all the statutory requirements.


To appoint a Director in place of Shri Syedain Abbasi (DIN: 01790604), who retires by rotation and being eligible, offers him-self for re-appointment.

Syedain Abbasi is a senior IAS Officer presently serving as the Joint Secretary, Ministry of Steel. He is a government Nominee Director. His reappointment is in line with all the statutory requirements.


To appoint a Director in place of Shri S.J. Sibal (DIN: 03626423), who retires by rotation and being eligible, offers him-self for re-appointment.

S.J. Sibal is a Graduate in B.Sc. (Hons.), Mining Engineering and has served for over 38 years in NCDC, CIL and DGMS. His reappointment is in line with all the statutory requirements.


To appoint a Director in place of Dr. Noor Mohammad (DIN: 02703408), who retires by rotation and being eligible, offers him-self for re-appointment.

Noor Mohammad retired from Indian Administrative Service on 31 July 2011. His reappointment is in line with all the statutory requirements.


To appoint a Director in place of Shri Vinai Kumar Agarwal (DIN: 00233282), who retires by rotation and being eligible, offers him-self for re-appointment.

Vinai Kumar Agarwal was the Managing Director of RITES Ltd. from April 2004 till his retirement in October 2010. His reappointment is in line with all the statutory requirements.


To appoint a Director in place of Shri Mahesh Shah (DIN: 00405556), who retires by rotation and being eligible, offers him-self for re-appointment.

Mahesh Shah was the President of Institute of Company Secretaries of India and Institute of Cost Accountants of India. His reappointment is in line with all the statutory requirements.


The remuneration of Auditors of Government Companies, appointed by Comptroller and Auditor General of India, shall be fixed by the Company in General Meeting or in such manner as the Company in General Meeting may determine and to to fix the remuneration of the Statutory Auditors of the Company.

The statutory auditors are appointed and rotated by the Comptroller and Auditor General of India (C&AG) as per Section 139(5) of the Companies Act, 2013. Venugopal and Chenoy are the statutory auditors of the Company since FY12.


Shri Narendra Kothari (DIN: 06393713), who was appointed as Additional Director be and is hereby appointed as Director of the Company

Narendra Kothari was the CEO of IISCO Steel Plant, Burnpur, Steel Authority of India Limited (SAIL) since October, 2012. His appointment is in line with all the statutory requirements.


Shri Narendra Kothari (DIN: 06393713), Director of the Company, be and is hereby appointed as Chairman-cum-Managing Director of the Company.

The appointment of Narendra Kothari as Chairman-cum-Managing Director is in line with all the statutory requirements.


The approval be and is hereby accorded to increase the number of Directors from Sixteen (16) to Eighteen (18) by amending the existing Articles of Association of the Company.

NMDC proposes to alter the AoA of the Company to increase the number of directors from sixteen to eighteen. Presently, NMDC has an 11 member Board. we believe that consensus on critical issues may be difficult to achieve if board size exceeds 15 members.

GATEWAY DISTRIPARKS LIMITED


To receive, consider and adopt the Balance Sheet as at March 31, 2014 and Statement of Profit & Loss for the year ended on that date, the Reports of the Directors and Auditors thereon.

Confidential













To confirm the interim dividends declared by the Board of Directors for the financial year ended March 31, 2014.

The total interim dividend paid for FY14 aggregates to Rs 7 per share, same as paid for FY13. The company has utilized its reserves to pay dividend. The pay-out ratio for FY14 is 239.9% (153.3% for FY13)



M/s. Price Waterhouse, be and are hereby re-appointed as Statutory Auditors on a remuneration of such sum as may be fixed by the Board of Directors / any Committee of the Board of Directors plus service tax and reimbursement of out of pocket expenses as may be incurred in the performance of their duties.

Price Waterhouse have been Gateway Distriparks Ltd.’s (GDL’s) statutory auditors for the past 16 years. The reappointment does not follow the spirit of Section 139 of the Companies Act 2013.Under Section 139 of the Companies Act 2013, an audit firm’s tenure may extend to a maximum of two consecutive terms of five years each (maximum 10 years). Although the Act has given companies a three-year window to comply, we expect companies to be proactive and start abiding by the spirit of the regulations at the earliest.



To re-appoint Mr. Gopinath Pillai (DIN:00268337), who retires by rotation in the Annual General Meeting, and being eligible, offers himself for re-appointment as Director.




Mr. Saroosh Dinshaw, be and is hereby appointed as an Independent Director of the Company.

Saroosh Dinshaw has been on the board of the company for the last 10 years. The length of tenure is inversely proportionate to independence of a director. Due to the long association (>10 years) of Saroosh Dinshaw in the board of the company, he is considered as non-independent.If the company believes that they benefit from Saroosh Dinshaw serving on the board, it must appoint him on the board as a non-independent director and induct additional independent directors to ensure that the board composition is in line with the requirements of Clause 49 of the Listing Agreement



Mr. Shabbir Hassanbhai, be and is hereby appointed as an Independent Director of the Company.

Shabbir Hassanbhai has been on the board of the company for the last 19 years. The length of tenure is inversely proportionate to independence of a director. Due to the long association (>10 years) of Shabbir Hassanbhai in the board of the company, he is considered as non-independent.If the company believes that they benefit from Shabbir Hassanbhai serving on the board, it must appoint him on the board as a non-independent director and induct additional independent directors to ensure that the board composition is in line with the requirements of Clause 49 of the Listing Agreement.



Mr. M P Pinto, be and is hereby appointed as an Independent Director of the Company.

MP Pinto has been on the board of the company for the last 10 years. The length of tenure is inversely proportionate to independence of a director. Due to the long association (>10 years) of MP Pinto in the board of the company, he is considered as non-independent.If the company believes that they benefit from MP Pinto serving on the board, it must appoint him on the board as a non-independent director and induct additional independent directors to ensure that the board composition is in line with the requirements of Clause 49 of the Listing Agreement



Mr. Bhaskar Avula Reddy, be and is hereby appointed as an Independent Director of the Company.




Mrs. Chitra Gouri Lal, be and is hereby appointed as an Independent Director of the Company.

Her appointment is in line with the statutory requirements.



Amend Employee Stock Option Plan, shall be and hereby not granted to Independent Directors of the Company.

Employee Stock Option Plan 2013 (ESOP 2013) permitted grant of options to any director of the company including non-executive directors.Under Section 149(9) of the Companies Act, 2013, stock options should not be granted to independent directors. Therefore ESOP 2013 is proposed to be amended to comply with the provisions of the Act



The Company be and is hereby accorded to the Board of Directors to borrow moneys in excess of the aggregate of the paid up share capital and free reserves of the Company, provided that the total amount borrowed and outstanding at any point of time, apart from temporary loans obtained/to be obtained from the Company’s Bankers in theordinary course of business, shall not be in excess of Rs.400 Crores

The proposed borrowing limit enables GDL to borrow upto Rs.10.1bn. This is high, given that outstanding debt on 31 March 2014 was Rs.0.39 bn on a standalone basis and Rs. 3.24 at a consolidated level. Therefore, this resolution carries moderate to high risk.GDL has not significantly leveraged its balance sheet in the past. The company’s credit protection measures are healthy: its debt programs are rated IND A+/Positive/IND A1+, which denote adequate degree of safety regarding timely servicing of financial obligations. We expect the company to continue to remain judicious about raising debt, as it has in the past.We believe that companies need to provide shareholders with granular detail about the need and usage of the incremental debt when presenting a borrowing resolution.

Confidential



July to September' 2014 29-Sep-14 SKS MICROFINANCE MANAGEMENT For Abstain Abstained as per Proxy Voting Policy

July to September' 2014 29-Sep-14 SKS MICROFINANCE MANAGEMENT For Abstain









July to September' 2014 30-Sep-14 RELIANCE POWER LIMITED MANAGEMENT For ABSTAIN Abstained as per Proxy Voting Policy

July to September' 2014 30-Sep-14 RELIANCE POWER LIMITED MANAGEMENT For FOR

July to September' 2014 30-Sep-14 RELIANCE POWER LIMITED MANAGEMENT For FOR


July to September' 2014 30-Sep-14 MANAGEMENT To declare a dividend on equity shares. For FOR




The Company be and is hereby accorded to the Board of Directors to create mortgage /charges on all the moveable and/or immoveable properties and assets, both present and future, on the whole or substantially the whole of the undertaking of the company, exclusively or ranking pari-passu, for securing any loans and/or advances and/or any financial assistance or obligations obtained/undertaken by the Company and/or any or more of its subsidiary companies, both present and future, on such terms and conditions and in such form and manner as the Board may deem fit, such that the total outstanding amount at any time so secured shall not be in excess of Rs.400 Crores.




The Company be and is hereby accorded to the Board of Directors of the Company to offer, invite subscriptions for secured or unsecured, redeemable non-convertible debentures, in one or more tranches, on private placement, on such terms and conditions, as the Board may deem fit, provided that the total amount that may be so raised, shall not be in excess of Rs.400 Crores.



To receive, consider and adopt the audited Balance Sheet of the Company as at March 31, 2014, the Profit & Loss Account and the Cash Flow Statement for the year ended March 31, 2014 and the Reports of the Directors’ and Auditors’ thereon.


To appoint a Director in place of Mr. Sumir Chadha (DIN: 00040789), who retires by rotation at this Annual General Meeting and, being eligible, offered himself for re-appointment.



S. R. Batliboi & Co. LLP, Chartered Accountants (Registration No. 301003E), be and are hereby re-appointed as the Auditors of the Company at such remuneration plus taxes, out-of-pocket expenses, travel and other expenses, etc. as may be fixed by the Board of Directors on recommendation of the Audit Committee.



Mr. P. H. Ravikumar, who was appointed as Director is liable to retire by rotation, be and is hereby appointed as an Independent Director of the Company.



Dr. Tarun Khanna, who was appointed as Director is liable to retire by rotation, be and is hereby appointed as an Independent Director of the Company.



Mr. Geoffrey Tanner Woolley, who was appointed as Director is liable to retire by rotation, be and is hereby appointed as an Independent Director of the Company.



Mr. S. Balachandran, who was appointed as an Additional Director be and is hereby appointed as an Independent Director of the Company.



The approval of the Company be and is hereby accorded for payment of commission to the Independent directors of the Company by way of annual payment, in addition to the sitting fees for attending the meetings of the Board of Directors or Committees thereof and reimbursement of expenses, up to a sum not exceeding Rs. 25 lakh.



The Articles of Association of the Company, the approval of the Company be and is hereby accorded for revision in the remuneration payable to Mr. M. Ramachandra Rao.



The draft regulations contained in the Articles of Association of the Company submitted to this meeting, be and are hereby approved and adopted in substitution of the existing Articles of Association, and to the entire exclusion of the regulations contained in the existing Articles of Association of the Company.



To consider and adopt : a) the audited fi nancial statement of the Company for the fi nancial year ended March 31, 2014 and the reports of the Board of Directors and Auditors thereon and b) the audited consolidated fi nancial statement of the Company for the fi nancial year ended March 31, 2014 and the report of the Auditors thereon.


To appoint a Director in place of Dr. V. K. Chaturvedi (DIN: 01802454), who retires by rotation and being eligible, offers himself for re-appointment.

Dr. V. K. Chaturvedi is a former Chairman & Managing Director of Nuclear Power Corporation of India Limited. His reappointment is in line with the statutory requirements.


M/s. Chaturvedi & Shah be and are hereby appointed as the Auditors of the Company, to hold offi ce from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company, on such remuneration as shall be fi xed by the Board of Directors

Chaturvedi & Shah has been the statutory auditor since 2007, while Price Waterhouse was appointed as the joint statutory auditor in 2008. Their reappointment is in line with the provisions of the Companies Act, 2013 and the amended Clause 49 of the Listing Agreement.

APL APOLLO TUBES LIMITED


To consider and adopt :A)the audited financial statement of the Company for the financial year ended March 31, 2014, 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, 2014.



APL Apollo Tubes Ltd (APL Apollo) proposes to pay dividend of Rs. 5.0 per equity share. Dividend pay-out ratio is at 52.0% in FY14 (37.4% in FY13).



To appoint a Director in place of Mr. Vinay Gupta (DIN:00005149), who retires by rotation at this Annual General Meeting and being eligible has offered himself for re-appointment.

Vinay Gupta is a promoter director and has been made responsible for developing of the company’s pre-galvanized business. His reappointment is in line with all statutory requirements.

Confidential












To appoint a Director in place of Mr. S. T. Gerela (DIN : 01565534), who retires by rotation at this Annual General Meeting and being eligible has offered himself for re-appointment.

ST Gerela retires by rotation in the ensuing annual general meeting. The Company proposes to reappoint him as director and through resolution 9 proposes his reappointment as an Independent Director for a term of five years.ST Gerela attended only 50% of the board meetings held in FY14, and 25% of the board meetings held over the past three years. we expect directors to take their responsibilities seriously and attend all board meetings; else, at the very least, attend 75% of the board meetings held over a three year period.



M/s. VAPS & Co., Chartered Accountants, New Delhi (Regn. No. 003612N), the retiring Auditors of the Company be and are hereby appointed as the Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting of the Company on such remuneration as may be decided by the Board of Directors of the company.

APL Apollo proposes to reappoint VAPS & Co. as statutory auditors: VAPS & Co. have been APL Apollo’s statutory auditors since the company’s incorporation, i.e. 28 years. The reappointment is not in line with the spirit of Section 139 of the Companies Act 2013.Under section 139 of the Companies Act 2013, an audit firm’s tenure may extend to a maximum of two consecutive terms of five years each (maximum 10 years). Although the Act has given companies a three-year window to comply, we expect companies to be proactive and start abiding by the spirit of the regulations at the earliest.



Mr. Abhilash Lal be and is hereby appointed as an Independent Director of the Company to hold office for 5 (five) consecutive years for a term up to the conclusion of 34th Annual General Meeting of the company in the calendar year 2019.

Abhilash Lal is a Partner and COO of MCap, an investment advisory firm. His appointment is in line with all statutory requirements.



Mr. Anil Kumar Bansal be and is hereby appointed as an Independent Director of the Company to hold office for 5 (five) consecutive years for a term up to the conclusion of 34th Annual General Meeting of the company in the calendar year 2019.

Anil Kumar Bansal is Chairman and Director of CARE Ltd. His appointment is in line with all statutory requirements.



Mr. Aniq Husain be and is hereby appointed as an Independent Director of the Company to hold office for 5 (five) consecutive years for a term up to the conclusion of 34th Annual General Meeting of the company in the calendar year 2019.

His appointment is in line with all statutory requirements.



Mr. S. T. Gerela be and is hereby appointed as an Independent Director of the Company to hold office for 5 (five) consecutive years for a term up to the conclusion of 34th Annual General Meeting of the company in the calendar year 2019.

ST Gerela attended only 50% of the board meetings held in FY14, and 25% of the board meetings held over the past three years. We expects directors to take their responsibilities seriously and attend all board meetings; we liek to maintain an attendance threshold of 75% of the board meetings held over a three year period, for recommending directors to be reappointed



The Company be and is hereby accorded to the Board of Directors of the Company to create such charges, mortgages and hypothecations in addition to existing charges, mortgages and hypothecations created by the Company, on such movable and immovable properties, both present and future and in such form and manner as the Board may deem fit in favour of Banks/Financial Institutions/Agents/Trustees etc. for securing the borrowings availed/to be availed by way of rupee/foreign currency loans, other external commercial borrowings, issue of debentures / Bonds on such terms and conditions as may be mutually agreed with the Lenders of the Company towards security for borrowing of funds for the purposes of business of the Company




The consent of the Company be and is hereby accorded to the Board of Directors under Section 180(1) (c) and other applicable provisions, if any, of the Companies Act, 2013 applicable laws, rules and regulations, guidelines etc., if any, to borrow money for the purposes of the business of the Company as may be required from time to time either in foreign currency and / or in Indian rupees, as may be deemed necessary, on such terms and conditions and with or without security as the Board of Directors may think fit, which together with the money already borrowed by the Company at any time shall not exceed in the aggregate Rs 500 Crore irrespective of the fact that such aggregate amount of borrowings outstanding at any one time may exceed the aggregate, for the time being, of the paid-up capital of the Company and its free reserves.

As on 31 March 2014, APL Apollo had borrowings of Rs. 3.6 bn against an aggregate paid-up share capital and free reserves of Rs. 3.3 bn.As on 31 March 2014, debt-equity is at 1.1x and debt-EBIDTA is at 3.7x. If the company raises debt to the full extent of the borrowing limit, credit protection measures will continue to remain moderate. Additionally, we expects the company to remain judicious in raising debt.APL Apollo’s bank facilities are rated ‘ICRA A-/Stable/ICRA A2+’: these ratings denote a high degree of safety with respect to timely servicing of financial obligations. These instruments carry very low credit risk.


Special Resolution for creation of charge or mortgage on the assets of the company under section 180(1) (a) of the Act


Confidential


July to September' 2014 30-Sep-14 UNITED SPIRITS LIMITED MANAGEMENT For ABSTAIN Abstained as per Proxy Voting Policy

July to September' 2014 30-Sep-14 UNITED SPIRITS LIMITED MANAGEMENT For AGAINST

July to September' 2014 30-Sep-14 UNITED SPIRITS LIMITED MANAGEMENT For FOR










July to September' 2014 30-Sep-14 UNITED SPIRITS LIMITED MANAGEMENT For FOR As per management discretion.




Special Resolution for approval of the borrowing limit of the company under section 180(1) (c) of the Act.

As on 31 March 2014, APL Apollo had borrowings of Rs. 3.6 bn against an aggregate paid-up share capital and free reserves of Rs. 3.3 bn.As on 31 March 2014, debt-equity is at 1.1x and debt-EBIDTA is at 3.7x. If the company raises debt to the full extent of the borrowing limit, credit protection measures will continue to remain moderate. Additionally, we expect the company to remain judicious in raising debt.APL Apollo’s bank facilities are rated ‘ICRA A-/Stable/ICRA A2+’: these ratings denote a high degree of safety with respect to timely servicing of financial obligations. These instruments carry very low credit risk.


To receive, consider and adopt the Audited Statement of Profit and Loss for the financial year ended March 31, 2014, theBalance Sheet as at that date and the Reports of the Directors and Auditors thereon.


To appoint a Director in place of Dr. Vijay Mallya (DIN: 00122890), who retires by rotation and being eligible, offers himself for re-appointment.

Dr. Vijay Mallya has been declared a wilful defaulter by several banks in connection with their lending to Kingfisher Airlines. We don’t think Mr Mallya should be the director of the company when considered wilful defaulter.


The Board of Directors of the Company arising out of the retirement of Mr. Gilbert Ghostine who retires by rotation at this AGM and has not offered himself for re-appointment, not be filled up as of the current date.

United Spirits Ltd. (‘USL’) does not propose to fill the vacancy on the retirement of Gilbert Ghostine, nominee of Diageo, at this point of time.


M/s. B S R & Co. LLP, Chartered Accountants, be and are hereby re-appointed as the Statutory Auditors of the Company.

USL proposes to re-appoint BSR & Co. LLP as the statutory auditor. The reappointment is line with the provisions of Section 139 of the Companies Act 2013.


Mr. Sudhakar Rao, be and is hereby appointed as an Independent Director of the Company.



Mr. D. Sivanandhan, be and is hereby appointed as an Independent Director of the Company.



Dr. (Mrs.) Indu Shahani, be and is hereby appointed as an Independent Director of the Company



Mr. G.N. Bajpai, appointed as Independent Director of the Company,not liable to retire by rotation.

USL does not propose to fill the vacancy on the retirement of GN Bajpai at this point of time.


Mr. Arunkumar Ramanlal, appointed as Independent Director of the Company,not liable to retire by rotation.

USL does not propose to fill the vacancy on the retirement of Arunkumar Ramanlal Gandhi at this point of time.


Mr. Vikram Singh Mehta, who was earlier appointed as Independent Director of the Company and liable to retirement by rotation and proposed to be appointed as Independent Director, not liable to retire by rotation.

USL does not propose to fill the vacancy on the retirement of Vikramsingh Mehta at this point of time.


Mr. Anand Kripalu, be and is hereby appointed as a Director of the Company.

His appointment is in line with the statutory requirements.


Mr. Anand Kripalu, be and is hereby appointed as Managing Director and Chief Executive Officer of the Company

Anand Kripalu has been brought in from Monedelez, a global food and beverages company and part of the Kraft / Cadbury group. He has over 30 years of experience in the business.Given the stage and performance of the business, we recognizes that Anand Kripalu’s appointment is an important decision for the future performance of the company.


The terms of remuneration of Mr. P.A. Murali, Executive Director, be and is hereby revised as under with effect from April 1, 2014 and shall remain in force till the end of his tenure as Executive Director.


The Company be and is hereby accorded hereby accorded pursuant to the provisions of Section 180(1)(c) of the Companies Act, 2013, and other applicable law, if any, to borrow for and on behalf of the Company moneys in ny manner from any Bank(s) and/or Public Financial Institution(s) as defined and/ or any Foreign Financial nstitution(s) and/or any other entity/entities or authority/authorities and/or through suppliers credit, securities, instruments such as Floating Rate Notes, Fixed Rate Bond, Syndicated Loan, etc., and/or through credit from fficial agencies and/or by way of Commercial borrowings from the Private Sector window of Multilateral inancial Institutions either in Indian Rupees or in such other Foreign Currency as may be permitted by applicable law from time to time as may be deemed appropriate by the Board for an aggregate amount not exceeding Rs.10,00,00,00,000.

The proposed borrowing limit of Rs.100 bn while high may be needed for smooth running of the business.


The Company be and is hereby authorized to subscribe or contribute or otherwise to assist or to guarantee money to charitable, benevolent, religious, scientific, sports, exhibition, national, public or anyother institutions, objects or purposes or other funds not directly relating to the business of the Company or the welfareof its employees, from time to time in any financial year to the extent of Rs.150,000,000/- (Rupees Fifteen Crores only) notwithstanding that such contributions of the Company, in any financial year, may exceed 5% of the average net profitsof the Company for the three immediately preceding financial years.

The company proposes to make donations in any financial year up to Rs 150 mn. While company has made losses in the last couple of year, CSR contributions are an intergral part of any business.

Confidential



July to September' 2014 30-Sep-14 MANAGEMENT To declare dividend on equity shares For Abstain









July to September' 2014 30-Sep-14 MANAGEMENT To declare dividend on equity shares. For Abstain








In the whole time employment of the Company, be paid every year a remuneration not exceeding one percent per annum of the net profits of the Company calculated in accordance with the provisions which amount they may apportion among themselves in any manner they deem fit, in addition to sitting fees, reimbursement of expenses for participation in the Board and other meetings, if any, payable to each Director for every Meeting of the Board or Committee thereof attended by him/her, and that this Resolution remain in force from April 01, 2014 until revoked.

In FY14, no commission was paid because the company reported significant losses.USL’s board has changed in FY14. The new board has the role of cleaning up the books. In case they company reports profits, they must be paid commission.

RELIANCE CAPITAL LIMITED


To consider and adopt a) the audited financial statement of the Company for the financial year ended March 31, 2014 and 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, 2014 and the report of the Auditors thereon.







To appoint a Director in place of Shri Amitabh Jhunjhunwala who retires by rotation and being eligible offers himself for re-appointment.




M/s. Chaturvedi & Shah, be and is hereby appointed as the Auditors of the Company and as such remuneration shall be fixed by the Board of Directors.




Shri Rajendra Prabhakar Chitale be and is hereby appointed as an Independent Director of the Company to hold office for a period of five consecutive years




Dr Bidhubhusan Samal be and is hereby appointed as an Independent Director of the Company to hold office for a period of five consecutive years




Shri Vijatendra Nath Kaul be and is hereby appointed as an Independent Director of the Company to hold office for a period of five consecutive years




Smt Chhaya Virani be and is hereby appointed as an Director of the Company liable to retire by rotation.




The Company be and is hereby accorded to the Board of Directors of the Company for making offer or invitation to subscribe to Secured / Unsecured/ redeemable Non-Convertible Debentures including but not limited to subordinated Debentures bonds and/or other debt securities on a private placement basis in one or more tranches within the overall borrowings limits of the Company as may be approved by the members from time to time.




To consider and adopt: a) the audited financial statement of the Company for the financial year ended March 31, 2014 and the reports of the Board of Directors and Auditors thereon. b) the audited consolidated financial statement of theCompany for the financial year ended March 31, 2014 and the reports of the Auditors thereon.






To appoint a Director in place of Dr V K Chaturvedi (DIN:01802454) who retires by rotation and being eligible, offers himself for re-appointment.




To appoint Auditors and to fix their remuneration and in this regard, to consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution.


RELIANCE COMMUNICATIONS LIMITED


To consider and adopt: a) the audited financial statement of the Company for the financial year ended March 31, 2014 and the reports of the Board of Directors and Auditors thereon. b) the audited consolidated financial statement of theCompany for the financial year ended March 31, 2014 and the reports of the Auditors thereon.




To appoint a Director in place of Shri Anil D. Ambani (DIN 00004878), who retires by rotation under the provisions of the Companies Act, 2013 and being eligible, offers himself for re-appointment.




To appoint Auditors and to fix their remuneration and in this regard, to consider and, if thought fit, to pass with or without modification(s), the following resolution as an.




The Board be and is hereby authorised to create, issue, offer and allot equity shares / fully convertible debentures / partly convertible debentures / non convertible debentures with warrants / any other securities at such time or times in one or more tranche or tranches, at par or at such price or prices, and on such terms and conditions and in such manner as the Board may, at its absolute discretion determine, in consultation with the Lead Managers, Advisors or other intermediaries, provided however that the aggregate amount raised by issue of QIP Securities as above shall not result in increase of the issued and subscribed equity share capital of the Company by more than 25 per cent of the then issued and subscribed equity share capital of the Company.


Confidential

09-Oct-14 AXIS BANK LIMITED Postal Ballot MANAGEMENT For FOR

10-Oct-14 SESA STERLITE LIMITED Postal Ballot MANAGEMENT For FOR




October to December'2014

The Articles of Association of the Bank and subject to such other approval(s), consent(s), permission(s) and sanction(s) as may be necessary from the concerned Statutory Authority(ies), including Reserve Bank of India, the approval of the Members of the Bank be and is accorded for borrowing/raising funds in Indian currency by issue of long term bonds/Non-convertible debentures in domestic market, on a private placement basis, in one or more tranches, as per the structure and within the limits permitted by RBI, of an amount not exceeding Rs. 6,000 crores.

These long term bonds / NCDs issued will be within the Bank’s overall borrowing limits, which are regulated by the Reserve Bank of India


The Board of Directors of the Company be and are hereby authorized to borrow, as and when required, as it may think fit from, including without limitation, any bank, financial or other institution(s), mutual fund(s), non-resident Indian(s), foreign institutional investors, foreign portfolio investors and/or public financial institution as defined under Section 2 (72) of the Act and the into equity shares or preference shares of the Company and/or securities with or without detachable warrants with a right exercisable by the warrant holder(s) to convert or subscribe to equity shares or preference shares of the Company and/or through credit from official agencies and/or by way of commercial borrowings from the private sector window of multilateral financial institutions, either in Indian rupees or in such other foreign currencies as may be permitted by law from time to time, as may be deemed appropriate by the Board for an aggregate amount not exceeding INR 80,000 crores.

Sesa Sterlite Ltd (Sesa Sterlite) proposes to increase borrowing limit from Rs.600.0 bn approved in January 2014 to Rs.800.0 bn. The increase is proposed for funding capital expenditure, repayment of existing and foreign currency debt, acquiring balance stake in Hindustan Zinc Ltd (HZL) and Bharat Aluminium Company Ltd (BALCO), and for other corporate purposes.As at 31 March 2014, Sesa Sterlite Ltd (Sesa Sterlite) had consolidated networth of Rs.730.1 bn and borrowings of Rs.805.7 bn. The company with debt to EBIDTA of 3.7x and debt to networth of 1.1x is relatively better its peers in industry. The Company’s debt programmes are rated CRISIL AA+/Stable/CRISIL A1+, which denotes high degree of safety regarding timely servicing of financial obligations.


The consent to the Board of Directors of the Company to create mortgage and/or charge in such form and manner and on such terms and at such times as the Board may deem fit, on all or any of the moveable and/or immovable assets of the Company, for securing the borrowings of the Company availed/to be availed by way of loans, hire purchase and/or lease and securities issued/to be issued by the Company from time to time, in one or more tranches, up to an aggregate limit of INR 80,000 crores together with interest as agreed, additional interest in case of default, accumulated interest, liquidated damages and commitment charges, all other costs, charges and expenses and all other monies payable by the Company in terms of respective loan agreement(s) or any other document entered / to be entered into between the Company and the lenders/agents/ investors and trustees in respect of enforcement of security as may be stipulated in that behalf and agreed to between the Board of Directors or any committees thereof and the lenders, agents or trustees.

Secured borrowings have lower costs than unsecured borrowings. The company will need to secure the additional borrowings.


The Board be and is hereby authorized on behalf of the Company to make offer(s) or invitation(s) to subscribe to secured/ unsecured/ redeemable non-convertible debentures, denominated in Indian rupees or any foreign currency (“NCDs”), including but not limited to subordinated debentures, bonds, and/or other debt securities, etc., on a private placement basis, in one or more tranches, during the period of one year from the date of passing of the Special Resolution by the shareholders, within the overall borrowing limits of the Company, as may be approved by the shareholders from time to time.

The issuance of debentures will be within the approved borrowing limit of the Company.


The Board be and is hereby authorized on behalf of the Company to create, issue, offer and allot, in the course of one or more public offerings or private placements in the domestic and/or one or more international market(s), with or without an over-allotment option, by way of issuance of convertible securities including Foreign Currency Convertible Bonds (“FCCBs”) which may be convertible into Equity Shares or American Depository Receipts (‘ADRs’) or Global Depository Receipts (‘GDRs’) or exchangeable securities including Foreign Currency Exchangeable Bonds (“FCEBs”) which may be exchangeable with Equity Shares or ADRs or GDRs, fully convertible debentures, partly convertible debentures, and / or any security convertible into or exchangeable with Equity Shares with or without voting / special rights through an invitation to offer or letter of offer or circular or prospectus, and/or as a public offer or on private placement basis, such issue and allotment to be made at such time/times, in one or more tranches, for cash, at such price or prices, in such manner and where necessary, in consultation with the lead managers and/or other advisors or otherwise, on such terms and conditions as the Board, may, in its absolute discretion, decide at the time of issue of Securities; provided that the total amount

Assuming that the issuance is done at the current market price, the company will issue ~2964 mn equity shares. The potential dilution on account of the issuance will be ~6.7% on the post issuance paid up equity share capital as on 30 June 2014.The dilution levels are moderate. All shareholders (including promoters) will be diluted equally.The funds raised through debt or issuance of equity shares will be used for acquisition of balance stake from Government of India (GoI) in BALCO and HZL (should it be made available), capital expenditure of its existing businesses, repayment of existing foreign currency debt.

Confidential





12-Oct-14 Postal Ballot MANAGEMENT For FOR



The Board be and is hereby authorized on behalf of the Company to create, issue, offer and allot, in the course of one or more private placements in the domestic and/or one or more international market(s), with or without an over-allotment option, secured/unsecured/redeemable non-convertible debentures with warrants and / or any security convertible into or exchangeable with Equity Shares with or without voting / special rights or any combination of the Placement Securities, to eligible investors through an invitation to offer or letter of offer or circular or prospectus, on private placement basis, such issue and allotment to be made at such time/times, in one or more tranches, for cash, at such price or prices, in such manner and where necessary, in consultation with the lead managers and/or other advisors or otherwise, on such terms and conditions as the Board, may, in its absolute discretion, decide at the time of issue of the Placement Securities; provided that the total amount raised through the issuance of such Securities does not exceed INR 4,000 crores.

The non-convertible debentures will form part of the borrowing limit.Based on discussions with the company, we have been given to understand that the promoters do not propose to actively engage in the acquisition of warrants, should the company decide to issue the debentures with warrants ( - this is an enabling resolution).Additionally, should the company decide to issue these debentures, we expect the incremental dilution on accounts of warrants to be marginal.


The Board of Directors of the Company be and is hereby authorized to agree to at its discretion to (i) make loan(s) and/or (ii) give any guarantee(s)/provide any security(ies) in connection with loan(s) made to and / or (iii) make investments by way of subscription, purchase or otherwise of shares, debentures and/or any other securities, of any other person or body corporate, whether Indian or overseas, which the Board may, in their absolute discretion, deem beneficial and in the interest of the Company, in excess of 60% of the paid up share capital, free reserves and securities premium account of the Company or 100% of free reserves and securities premium account of the Company, whichever is more, as prescribed under Section 186 of the Act from time to time, in one or more tranches, provided that the aggregate amount of loans, guarantees and security granted and acquisitions made by the Company shall not at any time exceed the limit of INR 60,000 crores.

As per section 186 of the Companies Act 2013, the limit over which the Company will require to take shareholder approval for investing in other body corporates and giving loans and guarantees is Rs.333.8 bn. The company proposes to increase the limit to Rs.600.0 bn to prepare for a possible acquisition of GoI’s remaining stake (estimated at Rs.250bn) in BALCO and HZL, should it become available.


The Company hereby accords its approval to the re-appointment of Mr. Dindayal Jalan (DIN 00006882) as Whole time Director & Chief Financial Officer (CFO) of the Company from October 1, 2014 to September 30, 2016 on the terms and conditions including remuneration.

Sesa Sterlite proposes to reappoint DD Jalan as its Whole-time Director (Chief Financial Officer) from 1 October 2014 to 30 September 2016 and revise his remuneration. As per his revised terms, his fixed remuneration is likely to increase from Rs.28.6 mn paid in FY14 to Rs.31.5 mn. His terms also include variable pay upto 150% of the fixed pay and incentives in the form of stock options of VRL upto 150% of fixed pay. Assuming that his variable pay is same as previous year, his proposed remuneration can increase upto Rs.50.0 mn. His FY14 remuneration is in line with his peers in industry.


The consent of the shareholders is hereby accorded to consider performance pay up to a maximum of 150% (hundred and fifty percent) of the ‘total remuneration’ and stock options upto a maximum of 150% (hundred and fifty percent) of the ‘total remuneration’ as part of remuneration of the following Whole Time Directors of the Company viz., Mr. Navin Agarwal, Mr. Tarun Jain, Mr. Thomas Albanese and Mr. Dindayal Jalan for their respective tenures. The ‘total remuneration’ referred above with respect to the Whole-Time Directors, will be remuneration excluding the performance pay and stock options.

Sesa Sterlite proposes to increase the remuneration payable to its wholetime directors by increasing the performance pay upto 150% of fixed pay and grant stock options of Vedanta Resources plc (VRL) upto 150% of fixed pay. The proposed modification includes grant of stock options to promoter director – Navin Agarwal.Grant of stock options to promoters is not permitted under Employee Stock Option Scheme and Employee Stock Purchase Scheme, 1999. As the stock options are being granted by VRL (incorporated and listed in United Kingdom), Navin Agarwal is eligible for the grant of options.Sesa Sterlite is integral to VRL and therefore, the grant of VRL stock options aligns the two companies’ business goals.



The consent of the members of the company, be and is hereby accorded to the Board of Directors of the company and the Articles of Association of the Company and subject to such approval consent, sanction and permissions as may be necessary to borrow from bank, notwithstanding that the money to be borrowed together with the money already borrowed by the company may exceed the aggregate of the Paid-up Capital of the company and its fee reserves, that the total amount to be borrowed shall not exceed Rs. 2,500 Crores.

Puravankara Projects Ltd’s (PPL) shareholders approved the borrowing limit up to Rs. 25 bn through an ordinary resolution, at the EGM held in December 2006. This approval is valid till September 2014. Hence, the company is seeking shareholders’ approval to borrow upto Rs. 25 bn. This approval is being sought to comply with Section 180(1)(c) of the Companies Act, 2013.As on 31 March 2014, PPL had borrowing of Rs. 12.6 bn against an aggregate paid-up share capital and free reserves of Rs. 8.5 bn. PPL’s credit protection measures are healthy. We expect PPL to remain judicious about raising debt, as it has in the past.PPL’s bank facilities are rated ‘ICRA BBB (Positive)’: these ratings denote a moderate degree of safety with respect to timely servicing of financial obligations. These instruments carry low credit risk.We expect companies to provide granular details around the plan for usage of the borrowing limit. In the absence of this, we believe that this resolution carries Transparency Risk.



The consent of the company be and is hereby accorded to the Board of Directors of the company and the Articles of association of the company and subject to such approval of the company of such movable and immovable properties of the company and to take possessions of the assets of the company for the holders of debentures for securing against the borrowings up to Rs. 2500 Crores.


Confidential


18-Oct-14 LUPIN LIMITED Postal Ballot MANAGEMENT For FOR

18-Oct-14 LUPIN LIMITED Postal Ballot MANAGEMENT For FOR

18-Oct-14 CESC LIMITED MANAGEMENT For FOR

21-Oct-14 MANAGEMENT For FOR







The consent of the members be and is hereby accorded to the Board of Directors of the Company to offer or invite subscription for secured/ unsecured redeemable Non-Convertible debentures in one or more series of tranches aggregating up to Rs. 1000 Crores.

The issuance of debt securities on private placement basis will be within the overall borrowing limit of the company. The approval of borrowing limit of Rs. 10 bn will enable the company to raise capital through the issuance of debt securities.


The consent of the company be and is hereby accorded to the Board to grant, issue, offer and allot at anytime or from time to time to the present and future employees including Directors in the Whole-time employment of the company selected on the basis of criteria prescribed by the Board in accordance by the Board in accordance with the SEBI guidelines, hereafter referred to as 'the Eligible Employee' of the company, except the promoter or a person who belongs to the promoter group, both these expressions being defined in the SEBI Guidelines under a scheme titled 'Lupin Employees Stock Option Plan 2014' such number of options as may be decided by the Board, which could give rise to the issue of 3,375,000 equity shares of the face value of Rs. 2 each amounting to Rs. 6,750,000/-

Lupin proposes to issue 4.5 mn options in aggregate (including options under resolution #2) exercisable at face value (Rs. 2) to employees and directors of the company, excluding independent directors and promoter directors. The total potential equity dilution is ~1.0% and the total cost is estimated at current market price (Rs 1395 as on 30 September 2014) at Rs 6.3 bn.The salary and wage bill as percentage of total income and total expense is lower than that observed in peers within the industry. ESOS 2014 is similar to the option scheme adopted by other players in the industry. We consider this scheme `as deferred compensation to retain best talent.


The consent and approval of the company be and is hereby accorded to the Board to grant, issue, offer and allot at any time and from time to time to the present and future employees of the company's subsidiaries including Directors in the Whole-time employment of the company's subsidiaries selected on the basis of criteria prescribed by the Board in accordance with the SEBI Guidelines hereafter referred to as 'the Eligible Employees', except the promoter or a person who belongs to the promoter group, both these expressions being defined in the SEBI Guidelines under a scheme titled 'Lupin Subsidiary Companies Employee Stock Option Plan 2014', such number of option as may be decided by the Board, which could give rise to the issue of 1,125,000 equity share of the face value of Rs. 2 amounting Rs. 2,250,000/-.

Lupin proposes to issue 4.5 mn options in aggregate (including options under resolution #1) exercisable at face value (Rs. 2) to employees and directors of the company’s subsidiaries, excluding independent directors and promoter directors.The recommendation on this resolution is linked to Resolution 1 (see above).



The Memorandum and Articles of Association of the company, the listing agreements entered into with the stock exchange where the equity shares of the company and subject to such approval , consent, permission and sanction, which may be agreed by the Board of Directors of the company, the Board be and is hereby authorized to create, issue, offer and allot, equity shares fully convertible debentures with warrant/ any other securities, which are convertible into or exchangeable with equity shares on such date as may be determined by the Board but not later than 60 months from the date of allotment provided however that the aggregate amount raised by issue of QIP Securities as above shall not exceed a sum of US$ 150 million or rupee equivalent thereof.

CESC seeks to raise funds upto Rs 9.3 bn by issuing new equity shares to the qualified institutional buyers. The proposal gives flexibility to raise capital for business expansion.CESC’s power business expects to add 7000 MW to its total generation capacity over the next 10 years. Currently, the company is in the process of implementation of various new power generation projects – Thermal, Hydro and Wind – in Maharashtra, West Bengal, Rajasthan, Bihar, Arunachal Pradesh, Bihar etc. Therefore, the proceeds from this issuance are likely to be utilized to finance these ongoing projects.Assuming the current market price of Rs 753, the company will have to issue ~12.3 million equity shares. This will lead to a maximum dilution of 9.8% on post-issuance equity capital of the company. While this dilution level is relatively high, all shareholders (including promoters) will be diluted equally.




Articles of Association submitted to this meeting be and are hereby approved and adopted in substitution, and to the entire exclusion, of the regulation contained in the existing Article of Association of the Company.

Suven Life Sciences Limited (Suven) proposes to amend the Articles of Association (AoA) to delete/amend the references to various sections and schedules and to substitute them with the provisions of Companies Act, 2013.




Re-appointment of Shri Venkateswarlu Jasti as Chairman and CEO of the Company for a period of 5 years, liable to retire by rotation.

Reappointment of V Jasti as Chairman and CEO is in line with all the statutory requirements. The proposed remuneration for FY15 is around Rs.41.0 mn. This is commensurate with the size and performance of the business.




Re-appointment of Smt Sudha Rani Jasti as a Whole-time Director of the Company for a period of 5 years liable to retire by rotation.

Reappointment of Smt Sudha Jasti as Whole-time Director is in line with all the statutory requirements. The proposed remuneration for FY15 is around Rs.20.5 mn. This is commensurate with the size and performance of the business.




Re-appoint Ms Kalyani Jasti, as President (US Operations) for a period of 5 years on a remuneration as detailed below: Salary 180,000 USD p.a. Performance Bonus 20% of salary

Ms Kalyani Jasti had joined the Company in 2011 as President (US Operations). Her reappointment as President (US Operations) is in line with all the statutory requirements. The remuneration proposed for her is commensurate with the size and performance of the business.




The consent of the members be and is hereby accorded to the Board to create, issue, offer and allot either in India or in the course of international offering(s) in one or more foreign markets, such number of Equity Shares of the Company with a face value of Rs. 1/- each in one or more tranches, through public and/or private offerings and/or on preferential allotment basis or any combination thereof or by issue of prospectus and/or placement document/or other permissible/requisite offer document to any eligible person(s), including but not limited to Qualified Institutional Buyers, for an aggregate amount not exceeding USD 100 million.

Suven has proposed to create, offer, issue and allot Equity shares, GDRs, ADRs, FCCBs, QIPs, FCDs and such other securities upto Rs.6.0 bn (USD 100 mn).If the company plans to issue equity shares to raise the said amount, assuming the CMP of Rs 181.6, the company will have to issue around 33.0 mn new equity shares, which will lead to a dilution of 22.1%. Since this is an enabling resolution, we vote FOR the resolution.

Confidential

28-Oct-14 CYIENT Postal Ballot MANAGEMENT For ABSTAIN

08-Nov-14 RSWM LIMITED MANAGEMENT For ABSTAIN

10-Nov-14 SHREE CEMENTS LIMITED MANAGEMENT For ABSTAIN

10-Nov-14 SHREE CEMENTS LIMITED MANAGEMENT For FOR


10-Nov-14 SHREE CEMENTS LIMITED MANAGEMENT For AGAINST










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, be paid to and distributed amongst the Directors of the Company or some or any of them in such amounts or proportions and in such manner and in all respects as may be directed by the Board of Directors and such payments shall be made in respect of the profits of the Company for each year, commencing April 1, 2014.

Due to administrative reasons, voting could not be casted.



Approval of Scheme of Amalgamations of Cheslined Textile with RSWM Limited

Intimation to vote was received on the cut-off date. Given the short time, the Fund Manager could not evaluate and cast vote.



To receive, consider and adopt: (a). the audited financial statements of the Company for the financial year ended 30th June, 2014, 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 30th June, 2014.

In absence of required information, casting of voting was abstained



To confirm the payment of Interim Dividends on equity shares for the year ended 30th June, 2014

For FY14, SCL has paid two interim dividends of Rs 10 and Rs 12 per share of face value Rs. 10; taking the total dividend to Rs 22.0 per equity share. A dividend of Rs 20 per equity share was paid in FY12 and FY13 respectively. Dividend payout improved from 8.1% in FY13 to 11.4% in FY14.



To appoint a Director in place of Shri B.G. Bangur (DIN 00244196), who retires by rotation and being eligible, offers himself for re-appointment




M/s. B.R. Maheswari & Company be and are hereby appointed as Statutory Auditors of the Company, and reimbursement of out ofpocket expenses in connection with the audit as the Board of Directors may fix in this behalf

B.R. Maheswari & Co have been SCL’s statutory auditors for the past 15 years at least. The reappointment is neither in keeping with our Voting Policy on Auditor (Re)appointment nor with the spirit of section 139 of the Companies Act 2013.Under section 139 of the Companies Act 2013; an audit firm’s tenure may extend to a maximum of two consecutive terms of five years each (maximum 10 years). Although the Act has given companies a three-year window to comply, we expect companies to be proactive and start abiding by the spirit of the regulations at the earliest.



M/s. K.G. Goyal and Associates, Cost Accountants appointed by the Board of Directors of the Company

As per Section 148 of Companies Act 2013, the remuneration of Rs. 300,000 payable to K. G. Goyal and Associates, Cost Auditors for FY15 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.



Shri Ramakant Sharma (DIN: 01556371), be and is hereby appointed as a non-executive Director of the Company liable to retire by rotation




Shri R.L. Gaggar (DIN: 00066068) be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation

R. L. Gaggar has been on SCL’s board for 19 years. We believe that the length of tenure is inversely proportionate to the independence of a director. Due to R. L. Gaggar’s long association (> 10 years) with the company, he is considered non-independent. If the company believes that it will benefit from R. L. Gaggar serving on its board, it should appoint him as non-independent director.



Shri O.P. Setia (DIN: 00244443), be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation

O.P. Setia has been on SCL’s board for 15 years. We believe that the length of tenure is inversely proportionate to the independence of a director. Due to O.P. Setia’s long association (>10 years) with the company, he is considered non-independent. If the company believes that it will benefit from O.P. Setia serving on its board, it should appoint him as nonindependent director



Shri Shreekant Somany (DIN: 00021423) be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation

Shreekant Somany has been on SCL’s board for 14 years. We believe that the length of tenure is inversely proportionate to the independence of a director. Due to Shreekant Somany’s long association (> 10 years) with the company, he is considered non-independent. If the company believes that it will benefit from Shreekant Somany serving on its board, it should appoint him as non-independent director.



Dr. Y.K. Alagh (DIN: 00244686) be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation

Dr. Y. K. Alagh has been on SCL’s board for 10 years. We believe that the length of tenure is inversely proportionate to the independence of a director. Due to Dr. Y.K. Alagh’s long association (10 years) with the company, he is considered non-independent. If the company believes that it will benefit from Dr. Y.K. Alagh serving on its board, it should appoint him as non-independent director.



Shri Nitin Desai (DIN: 02895410) be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation




Dr. Leena Srivastava (DIN: 00005737) be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation

Dr. Leena Srivastava was appointed as director in January 2013. She has attended 50% of the board meetings held in FY14 and 67% (4 of 6 board meetings) of the board meetings held since her appointment. We expect directors to take their responsibilities seriously and attend all board meetings; else, at the very atleast 75% of all boardmeetings over a three year period. We will be monitoring her attendance going forward.

Confidential





17-Nov-14 ICICI BANK LIMITED Postal Ballot MANAGEMENT For FOR




Non-Executive Directors of the Company (i.e. Directors other than Managing Director and Whole-time Director(s)) be paid remuneration in addition to the sitting fees for attending the meetings of the Board of Directors and/or Committees

The total commission paid to all the non-executive directors for FY14 was Rs 12.4 mn or Rs 1.6 mn for each non-executive director. The commission paid has ranged from 0.1% - 0.3% of the company’s net profits over the last four years. SCL seeks approval to pay a commission upto 1% of the net profits of the Company. Hence the maximum commission for FY15 will be ~Rs 80.0 mn or Rs 10.0 mn for each non-executive director. Given thelevel of payouts in the past, we expect SCL to remain judicious in paying commission to its non-executive directors. Nevertheless, shareholders may consider seeking confirmation from the management on the actual range of payouts. As a measure of transparency, we expect companies to fix the absolute amount of commission payableto non-executive directors.



Consent of the members be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the “Board”) for borrowing from time to time and in any manner, any sum or sums of money upon such terms and conditions and with or without security as the Board may in its absolute discretion think fit shall not, at any time, exceed Rs. 7,500 Crore (Rupees Seven Thousand Five Hundred Crores only).”

The resolution for the proposed borrowing limit does not include ‘temporary loans’ as defined under Section 180(1)(c) of Companies Act 2013: this means that the company may raise short term debt, working capital, and all debt that is repayable on demand, in addition to the proposed borrowing limit. Borrowing limits do not have a definite expiry date – these limits stay with the company until they change. Therefore, once the resolution is approved, SCL can raise the entire amount of debt in future without having to approach shareholders.SCL’s credit protection measures are comfortable, reflected by the debt-equity and debt EBIDTA maintained at less than 1x and improvement in the debt ratios over the past three years. SCL’s debt is rated CRISILAA+/Positive, which reflects a high degree of safety with regard to timely servicing of financial obligations.Although the proposed limit of Rs. 75.0 bn is large - especially given the standalone debt outstanding of Rs 12.0 bn (long term debt is Rs 4.5 bn) on 31 March 2014 – we expect that SCL will continue to remain judicious about raising debt, as it has in the past.We believe that companies need to provide shareholders with granular detail about the need and usage of the incremental debt when presenting a borrowing resolution. Moreover,



Consent of the members be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the “Board”) for creation of such mortgages/ charges/ hypothecation and floating charges (in addition to the existing mortgages / charges / hypothecation created by the Company in favour of the lenders) in such form and in such manner as may be agreed to between the Board of Directors and the lenders, on all or any of the present and future immovable and / or movable properties of the Company wherever situated

Following the notification of Section 180(1)(a) of the Companies Act 2013, the company seeks shareholder approval via special resolution to create charge on its assets to secure borrowings to the extent of Rs 75 bn. The terms of borrowing, interest rates etc. for secured loans tend to be better than those for unsecured loans.



Consent of the members be and is hereby accorded for making offer(s) or invitation(s) to subscribe to Non-Convertible Debentures (“NCDs”) (whether secured or unsecured) on a private placement basis to Banks/Financial Institutions/Trusts/Other eligible Investors, in one or more tranches during a period of one year from the date of passing of the resolution upto an amount not exceeding overall borrowing limits of the Company, as approved by the Members, from time to time

The NCDs will be carved out of the company’s overall borrowing limits.


Sub-division of 1 (one) Equity Share of face value of Rs. 10/- each into 5 (five) Equity Shares of Rs. 2/- each.

ICICI Bank proposes to sub-divide on equity share of Rs 10 each into five equity shares of Rs 2 each to enable greater participation of small investors by making equity shares of the bank affordable.


Clause V of the Memorandum of Association of the Bank relating to Capital be substituted as follows, The authorised capital of the Company shall be Rs. 1775,00,00,000 divided into 637,50,00,000 shares of Rs. 2 each, 150,00,000 shares of Rs. 100 each and 350 shares of Rs. 1 crore each with rights, privileges and conditions attached thereto as are provided by the Articles of Association of the Company for the time being with power to increase or reclassify or alter the capital of the Company and to divide/consolidate the shares in the capital for the time being into several classes and face values and to attach thereto respectively such preferential, cumulative, convertible, guarantee, qualified or other special rights, privileges, conditions or restrictions, as may be determined by or in accordance with the Articles of Association of the Company for the time being and to vary, modify or abrogate any such right, privilege or condition or restriction in such manner as may for the time being be permitted by the Articles of Association of the Company and the legislative provisions for the time being in force

The sub-division of equity shares would require amendment to Clause V of the Memorandum of Association of the Bank

Confidential


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20-Nov-14 MANAGEMENT For AGAINST





Article 5(a) of the Articles of Association of the Bank relating to Capital be substituted by the following Clause, Article 5(a) would be substituted as follows: The Authorised Capital of the Company is Rs. 1775,00,00,000 divided into: (i). 637,50,00,000 Equity Shares of Rs. 2 each. (ii). 150,00,000 shares of Rs. 100 each which shall be of such class and with rights, privileges, conditions or restrictions as may be determined by the company in accordance with these presents and subject to the legislative provisions for the time being in that behalf, and (iii). 350 preference shares of Rs. 1 crore each

The sub-division of equity shares would require amendment to Clause 5(a) of the Articles of Association of the Bank


GLENMARK PHARMACEUTICALS LIMITED


Scheme of amalgamation (the “Scheme”) of Glenmark Generics Limited and Glenmark Access Limited (together the “Transferor Companies”) with the Company

The company seeks shareholders’ approval to amalgamate Glenmark Generics Limited and Glenmark Access Limited into itself.GAL is a wholly owned subsidiary of GPL; hence, no shares will be issued against the amalgamation of GAL with GPL.Currently, GPL and GAL together hold 99.98% stake in GGL. GPL will issue and allot 4 equity shares (FV Rs 1) for every 5 equity shares (FV Rs 10) in GGL. This amalgamation will result in issuance of 20,602 new equity shares of GPL to the shareholders of GGL.This will result in ~0.01% dilution in paid-up capital of GPL.We believe that the management’s decision to amalgamate GAL and GGL with GPL is in the interest of the shareholders.


GUJARAT GAS COMPANY LIMITED


To receive, consider and adopt the Audited Balance Sheet as on 31st March 2014, Statement of Profit and Loss for the financial year of 15 months ended on 31st March 2014 along with notes forming part of the financial statements together with the Consolidated Financial statements and the Auditors’ Report as well as the Report / Comments of Comptroller and Auditor General of India and the Directors’ Report.





To confirm payment of Interim Dividend on Equity Shares.

The company had paid interim dividend of Rs.9.0 per equity share of face value Rs.2.0. The total dividend amount including the dividend tax is Rs.1.3 bn and the dividend payout ratio is 32.1%.




To appoint a Director in place of Dr. Hasmukh Adhia IAS, (holding DIN:00093974), who retires by rotation and being eligible offers himself for re-appointment, in terms of Section 152(6) of the Companies Act, 2013.

Dr. Hasmukh Adhia is the non-executive promoter director (Govt. nominee) of the company. His reappointment is in line with all the statutory requirements.




To authorise the Board of Directors of the Company to fix the remuneration of Statutory Auditors of the Company for the financial year 2014-2015 in terms of the provisions of Section 142 of Companies Act, 2013.

Gujarat Gas is a Government of India undertaking. The statutory auditors are appointed by the CAG. The company’s present statutory auditors, Talati & Talati, will retire at the ensuing AGM. The Company seeks approval to fix the remuneration of new statutory auditors to be appointed by the CAG.




Prof. Pradip Khandwalla (holding DIN: 00064643), be and is hereby appointed as an Independent Director of the Company.

Prof. Pradip Khandwalla is on the board of the company for the past 13 years. The length of tenure tends to be inversely proportionate to the independence of a director. Due to his long association (>10 years) with the company, he is considered non-independent.However, if the company believes that it will benefit from Prof. Pradip Khandwalla serving on the board, it must consider appointing him as a non-independent director and induct additional independent directors to ensure that the board composition meets the requirements of Clause 49 of the Listing Agreement.




Mr. Jal Patel (holding DIN:00065021), be and is here by appointed as an Independent Director of the Company.

Jal Patel is on the board of the company for the past 13 years. The length of tenure tends to be inversely proportionate to the independence of a director. Due to his long association (>10 years) with the company, he is considered non-independent.However, if the company believes that it will benefit from Jal Patel serving on the board, it must consider appointing him as a non-independent director and induct additional independent directors to ensure that the board composition meets the requirements of Clause 49 of the Listing Agreement.




Mr. Ajit Kapadia (holding DIN:00065081), be and is here by appointed as an Independent Director of the Company.

Ajit Kapadia is on the board of the company for the past 11 years. The length of tenure tends to be inversely proportionate to the independence of a director. Due to his long association (>10 years) with the company, he is considered non-independent. However, if the company believes that it will benefit from Ajit Kapadia serving on the board, it must consider appointing him as a non-independent director and induct additional independent directors to ensure that the board composition meets the requirements of Clause 49 of the Listing Agreement.




Ms. Manjula Shroff (holding DIN: 00297159), be and is here by appointed as an Independent Director of the Company.

Ms. Manjula Shroff, 50, is a social entrepreneur and the founder of Delhi Public School, Ahmedabad. Her appointment is in line with all the statutory requirements.

Confidential


21-Nov-14 INFOSYS LIMITED Postal Ballot MANAGEMENT For FOR




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The remuneration of M/s. Atul Bhatt & Co., Cost Accountants, Ahmedabad, as the Cost Auditors of the Company, whose appointment and remuneration has been recommended by the Audit Committee and approved by the Board, for conducting the audit of the cost records maintained by the Company for the Financial Year from 1 April 2014 to 31 March 2015, at a remuneration of Rs. 2,00,000/- (Rs. Two Lakhs only), plus service tax as applicable and reimbursement of out of pocket expenses, as may be incurred by them during the course of the audit, be and is hereby approved.

The board has approved the appointment and remuneration to Atul Bhatt & Co as cost auditor to conduct the audit of cost records of the company for FY15. As per Section 148 of Companies Act 2014, the remuneration of Rs 0.2 mn payable to cost auditors has to be ratified by shareholders of the company. Accordingly, consent of shareholders is sought through the ordinary resolution in order to ensure compliance with the said Section.


Company be and is hereby increased to Rs. 600,00,00,000 (Rupees six hundred crore only) divided into 120,00,00,000 (one hundred and twenty crore only) equity shares of Rs. 5 (Rupees five only) each, fromRs. 300,00,00,000 (Rupees three hundred crore only) divided into 60,00,00,000 (sixty crore only) equity shares of Rs. 5 (Rupees five only) each, by way of creation of an additional 60,00,00,000 (sixty crore only) equity shares of Rs. 5 (Rupees five only) each, aggregating to Rs. 300,00,00,000 (Rupees three hundred crore only)

The company proposes to increase its authorized share capital from Rs.3 bn to Rs.6 bn.This is a regulatory requirement aimed at facilitating the proposed 1:1 bonus issue.


Clause V of the Memorandum of Association of the Company be and is hereby amended and substituted by the following : V. The authorized share capital of the Company is Rs. 600,00,00,000 (Rupees six hundred crore only) divided into 120,00,00,000 (one hundred and twenty crore only) equity shares of Rs. 5 (Rupees five only) each.

The Capital Clause in the MoA, which reflects the present authorized share capital of Rs.3 bn, is being amended to account for the new authorized share capital of Rs.6 bn.


Articles of Association of the Company be and is hereby amended and substituted by the following: 3. The authorized share capital of the Company shall be in accordance with Clause V of the Memorandum of Association of the Company with such rights, privileges and conditions respectively attached thereto as may be from time to time conferred by the Regulations of the Company, and the Company may in its general meeting from time to time increase or reduce its capital and divide the shares in the capital for the time being into several classes, consolidate or sub divide the ‑shares and attach thereto respectively such preferential, qualified or special rights, privileges or conditions as may be determined by or in accordance with the Articles of Association of the Company and the Companies Act, 2013 and the rules issued thereunder and vary, modify or abrogate any such rights, privileges or conditions in such manner as may be for the time being provided by the Articles of Association of the Company and the legislative provisions for the time being in force in that behalf.

The Capital Clause in the AoA, which reflects the present authorized share capital of Rs.3 bn, is being amended to account for the new authorized share capital of Rs.6 bn.


Consent of the Members be and is hereby accorded to the Board for capitalization of such sum standing to the credit of the securities premium / free reserves of the Company, as may be considered necessary by the Board, for the purpose of issuance of bonus shares of Rs. 5 (Rupees five only) each, credited as fully paid up shares to the holders ‑of the existing equity shares of the Company whose names appear in the Register of Members maintained by the Company / List of Beneficial Owners, as received from the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), on such date as may be fixed in this regard by the Board, in the proportion of 1 (one) equity share for every 1 (one) existing equity share held by the Members.

Infosys proposes to issue bonus shares and American Depository Shares (ADS) to each shareholder and ADS holder respectively in the ratio of 1:1. The bonus issue is aimed at enhancing the liquidity of the company’s securities in the market, which will in turn increase the shareholder base of the company


Approval of the Members be and is hereby granted for alteration of the Object Clause of the Memorandum of Association of the Company by way of deletion of existing Clause no. 29 under “THE OBJECTS INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF THE MAIN OBJECTS” and inserting New Clause 7 under the Main Objects after Clause 6.

Hero MotoCorp seeks to alter its Memorandum of Association (MoA) by deleting the existing clause 29 and inserting new clause 7 under its main objects clause. The alteration will enable the Company to use its Research and Development capabilities as a separate business proposition. The alteration will allow the Company to grant license, sublicense, right to use, etc. for a consideration.


HCL TECHNOLOGIES LIMITED

Alteration of the Objects Clause ie. Clause 1, Clause 3 & Clause 30 of the Memorandum of Association of the Company

The existing Memorandum of Association (MoA) of the company is based on the Companies Act, 1956. The provisions of the Companies Act, 2013 require for stating of the Objects Clause of MoA in a different manner. Therefore, the company is considering it expedient to amend the Objects Clause in view of the requirements.

The existing Objects Clause of MoA has three parts. However, the new Objects Clause will now have only two parts - Part A and Part B. Part C (Other Objects) of existing MoA is proposed to be deleted.

The proposed alteration in the Objects Clause of MoA of the company will be in conformity with the Companies Act 2013

Confidential

29-Nov-14 Postal Ballot MANAGEMENT For FOR

03-Dec-14 Postal Ballot MANAGEMENT For FOR

04-Dec-14 MANAGEMENT For ABSTAIN

04-Dec-14 MANAGEMENT For AGAINST

04-Dec-14 MANAGEMENT For FOR








The set of regulations appended to this Notice be and are hereby adopted as the Articles of Association of the Company in substitution, and to the entire exclusion, of the set of regulations contained in the existing Articles of Association of the Company

The existing articles of the company are based on the Companies Act, 1956. Several regulations in the existing AoA contain references to specific sections of the Companies Act, 1956 and some regulations in the existing AoA are no longer in conformity with the Act. The company is considering it expedient to replace the existing AoA by an entirely new set of articlesThe new Article of Association of the company will be in conformity with the Companies Act 2013.



Increase in the limit of shareholding by registered Foreign Institutional Investors (FIIs) from 24% to 100% of the paid up capital of the Company

The current foreign holding in Crompton Greaves is 15.9%. As per the Foreign Exchange Management Act, 1999 and the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000, FIIs can acquire and hold (on their own account and on behalf of their SEBI approved sub-accounts together), up to an aggregate limit of 24% of the paid up share capital of an Indian company. In the Electrical Equipment Sector, foreign investment is allowed upto 100%. The company now proposes to increase the limit of shareholding by FIIs from 24% to 100% of its paid-up equity share capital. This is an enabling provision, which will provide for further foreign investment in the company




To consider and adopt the Statement of Profit and Loss for the year ended June 30, 2014 and the Balance Sheet and Cash Flow Statement as on that Date together with the Report of Directors and Auditors thereon





Retirement of Mr. Srikant Madhav Datar as Director and not to fill the vacancy

SM Datar is eligible to retire by rotation and he does not seek re-appointment.While technically compliant, based on classification of directors, the board is not compliant with the spirit of Clause 49 of the Listing Agreement. HCL Technologies Limited’s (HCL Technologies) board must have at least 50% of its board comprising independent directors – it is currently 44% . Therefore, we recommend that the company fill the vacancy caused by SM Datar’s retirement by appointing an independent director




To appoint a Director in place of Mr. Shiv Nadar (DIN: 00015850), who retires by rotation and being eligible, offers himself for re-appointment





To Appoint S.R. Batliboi & Co LLP be & hereby reappointed as the statutory auditors of the Company and to fix their remuneration

HCL Technologies proposes to reappoint SR Batliboi & Co as statutory auditors: SR Batliboi & Co, LLP have been auditing the company’s financial statements for the past five years. The reappointment of SR Batliboi & Co, LLP complies with the requirements of section139 of the Companies Act 2013




Appointment of Mr. Srinivasan Ramanathan as an Independent Director of the Company





Appointment of Mr. Amal Ganguli as an Independent Director of the Company

Amal Ganguli is on the board of the company for the past 12 years. Although technically compliant, we believe his reappointment is not in the spirit of the new regulation that required independent directors to have tenure of a maximum of 10 years. We believe that the length of tenure is inversely proportionate to the independence of a director. Due to Amal Ganguli’s long association (>10 years) with the company, we view him as non-independent. Accordingly, we recommend voting AGAINST his reappointment as an independent director. In case the company believes he is contributing to the board deliberations, it mayconsider reappointing him as a non-independent director.




Appointment of Mr. Robin Ann Abrams as an Independent Director of the Company

Ms. Robin Ann Abram is on the board of the company for the past 15 years.Although technically compliant, we believe her reappointment is not in the spirit of the new regulation that required independent directors to have tenure of a maximum of 10 years. We believe that the length of tenure is inversely proportionate to the independence of a director. Due to her long association (>10 years) with the company, we view her as non-independent. Accordingly, we recommend voting AGAINST her reappointment as an independent director. In case the company believes she is contributing to the board deliberations, it may considerreappointing her as a non-independent director




Appointment of Mr. Keki Mistry as an Independent Director of the Company

Mr. Keki Mistry is the Chief Executive Officer (CEO) of HDFC Ltd. He is on the board of seven listed companies (-out of total 12 public limited companies). Although technically compliant with current regulations, we believe that the number of board directorships is inversely related to the amount of time that can be devoted to the issues of a single company, thereby restricting their contribution to the board proceedings and the company. Therefore, we also believe if the director is appointed in an executive capacity in any other company, the number of directorships should be restricted to four listed companies. Accordingly, we recommend voting AGAINST his reappointment.

Confidential





08-Dec-14 CAIRN INDIA LIMITED Postal Ballot MANAGEMENT For FOR

11-Dec-14 CRISIL LIMITED Postal Ballot MANAGEMENT For FOR






11-Dec-14 Postal Ballot MANAGEMENT For AGAINST





Appointment of Dr. Sosale Shankara Sastry as an Independent Director of the Company

Dr. Sosale Shankara Sastry has attended 57% of the board meetings held in FY14 and 68% held during his tenure of two years. We recommend a minimum attendance level of 75% in board/committee meetings in each year during a threeyear period. Hence, we will monitor his attendance going forward and recommend voting AGAINST his reappointment if the attendance levels fail to pick up




Appointment of Mr. Subramanian Madhavan as an Independent Director of the Company





Payment of Commission to Non - Executive Director of the company not exceeding one percent per annum of the Net Profit of the Company

HCL Technologies proposes to pay commission of upto 1% of net profit to the nonexecutive directors for each financial year over a period of five years. It is observed that the company has paid below 0.1% of net profit as commission to non-executive directors in last five financial years.While it is expected that the company will pay commission in line with what it has paid during a past five-year period, shareholders should seek confirmation from the management on the actual range of payouts. As a measure of transparency, we expect companies to disclose a cap (in absolute amounts) on commission payable to non-executive directors.




Continuation of Mr. Shiv Nadar as Managing Director of the Company beyond the age of 70 Years

Shiv Nadar has been HCL Technologies’ MD since 1999. He will attain the age of 70 years on 18 July 2015. As per Section 196(3) of the Companies Act, 2013, shareholders’ approval is required for the company to continue the employment of any person as Managing Director of the company, who has attained the age of 70 years. In view of ensuring compliance with the said Section, the company seeks shareholders’ approval for continuation of Shiv Nadar as Managing Director of the company beyond the age of 70 years. We believe Mr Nadar has led the company very successfully over the last 15 years and he should continue leading the company in the future as well.


Company be and is hereby accorded for the appointment of Mr. Mayank Ashar (DIN 07001153) as Managing Director and Chief Executive Officer of the Company

Mayank Ashar is being appointed as the MD and CEO of Cairn India Limited (Cairn) with effect from 17 November 2014 at a maximum proposed remuneration of $6.9 mn (Rs.424.1 mn). Mayank Ashar has over 36 years of experience in international oil & gas industry through various senior management roles in leading global companies such as British Petroleum, Petro-Canada and Suncor Energy. In 2003, he was named as the “Operations Executive of the Year” by a Canadian business magazine in recognition of his operational excellence & large scale project management leadership in the oil sands with Suncor Energy. While the remuneration is high compared to some of its peers in the Indian oil and gas industry, it is comparable to global counterparts. In addition, 29% of his proposed remuneration is annual performance incentive/ bonus, which helps establish the link between pay and company performance. Also, the proposed remuneration iscomparable to that paid to Rahul Dhir, the previous full-time CEO.


Adoption of new Articles of Association of the Company containing regulations in conformity with the Companies Act, 2013



Consent of the member of the company be & hereby accorded for entering into proposed related party transactions with respect to the rendering of services by CRISIL Limited

Under the proposed arrangement, CRISIL will provide back-end support for financial data and analysis to various McGraw Hill companies: the maximum value of such transactions is expected to be Rs.3 bn per annum. Related party transactions with the promoter group companies amounted to Rs.1.35 bn and Rs.1.29 bn in 2012 and 2013 respectively, which is well within the proposed limit of Rs.3 bn. The company has clarified that all the transactions are in the ordinary course of business and will be at arm’s length. Further, the transfer pricing arrangements will be aligned with the benchmark limits stipulated by income tax authorities


Appointment of Mr. H. N. Sinor as an Independent Director of the Company



Appointment of Dr. Nachiket Mor as an Independent Director of the Company



Appointment of Mr. M. Damodaran as an Independent Director of the Company



Appointment of Ms. Vinita Bali as an Independent Director of the Company




Appointment of Mr. S L Rao as an Independent Director of the Company

SL Rao is on the board of the company for the past 12 years. Although technically compliant, we believe his reappointment is not in the spirit of the new regulation that requires independent directors to have tenure of a maximum of 10 years. We believe that the length of tenure is inversely proportionate to the independence of a director. Due to SL Rao’s long association (>10 years) with the company, we view him as non-independent. In case the company believes he is contributing to the board deliberations, it may consider reappointing him as a non-independent director.



Appointment of Mr. N Srinath as an Independent Director of the Company

N Srinath is the Managing Director of Tata Teleservices Ltd. His appointment is in line with all the statutory requirements

Confidential


11-Dec-14 Postal Ballot MANAGEMENT For FOR Create charge on assets of the company


13-Dec-14 WELSPUN CORP LIMITED Postal Ballot MANAGEMENT For FOR

13-Dec-14 SKS MICROFINANCE Postal Ballot MANAGEMENT For ABSTAIN


15-Dec-14 HDFC BANK LIMITED Postal Ballot MANAGEMENT For FOR

15-Dec-14 HDFC BANK LIMITED Postal Ballot MANAGEMENT For FOR



To Borrow from time to time such sum or sums of money as they deem necessary for the purpose of the business of the Company, provided that the total amount upto which monies may be borrowed by the Board of Directors and which shall remain outstanding at any given point of time shall not exceed the sum of Rs. 150 Crores

Pursuant to section 180(1) (c) of the Companies Act, 2013, the company is seeking shareholders’ approval through a special resolution for the borrowing limit of upto a maximum of Rs.1.5 bn or the networth, whichever is higher. The company has remained debt-free during the last five years. As on 31 December 2013, thecompany’s networth was Rs.7.8 bn. The company has stated that, it will ensure the debt to equity ratio, at all times, will be within prudent limits.



Company be & hereby accorded for creating such charges, mortgages & hypothecations in addition to the existing Charges, mortgages & hypothecations created by the Company, on such movables and immovable properties of the Company whosoever situate, both present and future, on such terms, at such time, in such form and in such manner as the board may deem fit, to secure the repayment of any Loan, provided that the total borrowings of the Company, shall not exceed the limit of Rs. 150 Crores



Payment of Remuneration to Mr. Chandrashekhar S. Adawadkar of C S Adawadkar & Co. Cost Accountants appointed by the Board of Directors as Cost Auditors for the Auditing of the Company's cost accounting records relating to manufacturing of products covered under Excise Chapter Heading 84 & 85 of Central Excise Tariff Act 1985

The board has approved the appointment and remuneration to CS Adawadkar & Co as cost auditor to conduct the audit of cost records of the company for FY15. As per Section 148 of Companies Act 2014, the remuneration of Rs 0.7 mn payable to cost auditors has to be ratified by shareholders of the company. Accordingly, consent of shareholders is sought through the ordinary resolution in order to ensure compliance with the said Section. We have no objections on the same.


Approval for making Investment, providing Loans, Issuance of guarantee(s), securities to any subsidiary company(ies), Joint Venture(s) (including overseas subsidiaries, Joint Venture(s)), whether existing or to be formed subject to maximum limit of Rs. 3300 Crores

As per the proposal, the total intercorporate transactions outstanding with joint venture and/or subsidiary companies at any point of time will not exceed Rs.33.0 bn. As this is over and above the limit under section 186 of the Companies Act 2013, shareholder approval through special resolution is required. We have no objections on the same. The subsidiaries have accounted for 36.8% of the consolidated performance and have reported net profit of Rs.558.5 mn (whereas on a standalone basis the company incurred net loss of Rs.175.4 mn).


Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the “Board”which term shall be deemed to include any of the existing Committee of the Board or which the Board may constitute to exercise its powers, including the powers conferred by this Resolution) for making offer(s) or invitation(s) to subscribe to Secured Non-Convertible Debentures including but not limited to subordinate debt, bonds, and/ or other debt securities, etc.,(hereinafter collectively referred as “Securities”) on a private placement basis, listed or unlisted in one or more tranches, during the period of one year from the date of passing this Special Resolution by the Members, within the overall outstanding borrowing limits approved by the Members




Company be & hereby accorded for creating such mortgages, charges, hypothecations or other encumbrances in addtion to the existing mortgages, Charges & hypothecations created by the Company, on movables and immovable assets of the Company, both present and future, in such manner as the board may deem fit, provided that the total amount secured by the Company, shall not exceed the limit of Rs. 500 Crores, outstanding at any point of time

Jubilant FoodWorks’ shareholders, in June 2009, had approved creation of security on the assets of the company upto Rs 1.4 bn. Under the provisions of Section 180 of the Companies Act 2013, the company now seeks fresh approval from the shareholders for creation of security on its assets upto the increased limit of Rs 5.0 bn through a special resolution. Jubilant FoodWorks has remained debt-free during last five years. As stated by the company, it may raise funds in order to finance its expansion plans, operations and other financial requirements. Therefore, the company will need to create a charge on its assets to raise funds from banks and financial institutions: secured debt usually carries a lower interest cost than unsecured debt


Issue of Long Term Bonds/ Non-convertible Debentures on a private placement basis, in one or more tranches and / or series and under one or more shelf disclosure documents and / or one or more letters of offer and on such terms & conditions for each series / tranches including price, coupon, premium discount ,tenor etc as deemed fit by the board, as per the structure and within the limits permitted by RBI, of an amount not exceeding Rs. 20,000 Crores

These long term bonds / NCDs issued will be within the Bank’s overall borrowing limits, which are regulated by the Reserve Bank of India


Appointment of Mrs. Shyamala Gopinath as Part-time Non Executive Chairperson of the Company

Her appointment is in line with all Statutory requirements and her proposed remuneration is in line with that of her peers.

Confidential

18-Dec-14 JM FINANCIAL LIMITED Postal Ballot MANAGEMENT For FOR





Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as “the Board” which term shall be deemed to include any Committee thereof) to offer, issue and allot the secured/unsecured redeemable non-convertible debentures, in one or more series/tranches, aggregating upto Rs.1,000 Crore (Rupees One Thousand Crore), on private placement basis and/or through public offer, on such terms and conditions as the Board may, from time to time, determine and consider proper and beneficial to the Company

JM Financial seeks to issue non-convertible bonds or debentures on private placement basis. The debentures will be issued in one or more tranches during the tenure of one year. The issuance will be within the borrowing limit of the company. The board of the company will be empowered to determine the pricing, repayment period and interest rate of the debentures. The issuance of debentures on private placement basis will be a part of borrowing program of the company. On a standalone basis, the company has remained debt free during the last three years. On a consolidated basis the debt to equity ratio was 1.4x and debt to EBIDTA ratio was 4.9x. The company’s credit facilities have been rated CRISIL AA-/Stable/CRISIL A1+, which denotes the high degree of safety regarding timely servicing of financial obligations. The funds from the issue of NCDs will be used for grant of loans to its subsidiaries and/or group companies and for general corporate purposes


Company be and is hereby accorded to the Board of Directors (hereinafter referred to as “the Board” which term shall be deemed to include any Committee thereof) to dispose of the whole or substantially the whole of the undertaking of the Company including by way of a mortgage or creation of security interests of any kind, on or in respect of all or any part of the immovable/movable properties, current/fixed assets, tangible/intangible assets, book debts/claims of the Company wherever situate, present and future and such mortgage or other security interests may rank either first, pari-passu with or subsequent, subservient or subordinate to all or any mortgages and/or other security interests created/to be created by the Company, in favour of the lenders/Financial Institutions/debenture trustees/security trustees/debenture holders, etc., as the Board may in its absolute discretion deem fit for securing the due repayment of sums of money together with interest and other monies due thereon, if any, already borrowed and/or to be borrowed by the Company, whether by issue of Debentures or through any other mode.

For the purpose of granting loans to subsidiaries and group companies or for general corporate purpose, the company proposes to raise resources by borrowing moneys through NCD issue. The company needs to secure the borrowings by creating charge on its assets


Company be and is hereby accorded to the Board of Directors (hereinafter referred to as “the Board” which term shall be deemed to include any Committee thereof) to enter into transactions/contracts/arrangements with JM Financial Products Limited (JM Financial Products), a subsidiary of the Company and a 'related party' as defined in Clause 49(VII)(B) of the Equity Listing Agreement, relating to making of loans to, and/or giving of guarantees or providing security on behalf of JM Financial Products and/or making of investments in the securities of JM Financial Products and the purchase from and/or sale to it of any securities by the Company, on such terms and conditions as the Board in its absolute discretion may deem fit PROVIDED HOWEVER THAT the aggregate amount/value of all such transactions/contracts/arrangements that may be entered into by the Company with JM Financial Products and remaining outstanding at any one point in time shall not exceed Rs. 500 Crore during any one financial year.

Pursuant to the requirement of the revised Clause 49 (VII) of the equity Listing Agreement (effective from 1 October 2014) SEBI has prescribed that all related party transactions shall require prior approval of the Audit Committee and all material transaction with related parties shall require approval of the shareholders through a special resolution and the related parties shall abstain from voting on such resolution. JM Financial is a Core Investment Company registered with the Reserve Bank of India. In accordance with ‘The CICs (Reserve Bank) Regulations, 2011’ the company is required to hold not less than 90% of its net assets in the form of investments in equity shares, preference shares, bonds, debentures, debt or loans in group companies. Further the company’s investment in the equity shares of group companies shall not be less than 60% of its net assets at any point of time. Accordingly the company makes investments/lends fund in/to its group and partnership companies from time to time as per the requirement of funds by the later. The transactions are part of the core business of the company.


Company be and is hereby accorded to the Board of Directors (hereinafter referred to as “the Board” which term shall be deemed to include any Committee thereof) to enter into transactions/contracts/arrangements with JM Financial Services Limited (JM Financial Services), a subsidiary of the Company and a related party as defined in Clause 49(VII)(B) of the Equity Listing Agreement, relating to making of loans to, and/or giving of guarantees or providing security on behalf of JM Financial Services and/or making of investments in the securities of JM Financial Services, purchase from and/or sale to it of any securities by the Company, availing or rendering of services and the giving or taking on lease any immovable property, on such terms and conditions as the Board in its absolute discretion may deem fit PROVIDED HOWEVER THAT the aggregate amount/value of all such transactions/contracts/arrangements that may be entered into by the Company with JM Financial Services and remaining outstanding at any one point in time shall not exceed Rs. 500 Crore during any one financial year.


Confidential






Company be and is hereby accorded to the Board of Directors (hereinafter referred to as “the Board” which term shall be deemed to include any Committee thereof) to enter into transactions/contracts/arrangements with JM Financial Asset Management Limited (JM Financial Asset Management), a subsidiary of the Company and a related party as defined in Clause 49(VII)(B) of the Equity Listing Agreement, relating to making of loans to, and/or giving of guarantees or providing security on behalf of JM Financial Asset Management and/or making of investments in the securities of JM Financial Asset Management and the purchase from and/or sale to it of any securities by the Company on such terms and conditions as the Board in its absolute discretion may deem fit PROVIDED HOWEVER THAT the aggregate amount/value of all such transactions/contracts/arrangements that may be entered into by the Company with JM Financial Asset Management and remaining outstanding at any one point in time shall not exceed Rs. 200 Crore during any one financial year.



Company be and is hereby accorded to the Board of Directors (hereinafter referred to as “the Board” which term shall be deemed to include any Committee thereof) to enter into transactions/contracts/arrangements with FICS Consultancy Services Limited (FICS), a subsidiary of the Company and a related party as defined in Clause 49(VII)(B) of the Equity Listing Agreement, relating to making of loans to, and/or giving of guarantees or providing security on behalf of FICS and/or making of investments in the securities of FICS and the purchase from and/or sale to it of any securities by the Company, on such terms and conditions as the Board in its absolute discretion may deem fit PROVIDED HOWEVER THAT the aggregate amount/value of all such transactions/contracts/arrangements that may be entered into by the Company with FICS and remaining outstanding at any one point in time shall not exceed Rs. 500 Crore during any one financial year.



Company be and is hereby accorded to the Board of Directors (hereinafter referred to as “the Board” which term shall be deemed to include any Committee thereof) to enter into transactions/contracts/arrangements with JM Financial Asset Reconstruction Company Private Limited (JM Financial ARC), an associate of the Company and a related party as defined in Clause 49(VII)(B) of the Equity Listing Agreement, relating to making of loans to, and/or giving of guarantee or providing security on behalf of JM Financial ARC and/or making of investments in the securities of JM Financial ARC and the purchase from and/or sale to it of any securities, on such terms and conditions as the Board in its absolute discretion may deem fit PROVIDED HOWEVER THAT the aggregate amount/value of all such transactions/contracts/arrangements that may be entered into by the Company with JM Financial ARC and remaining outstanding at any one point in time shall not exceed Rs. 500 Crore during any one financial year.



Company be and is hereby accorded to the Board of Directors (hereinafter referred to as “the Board” which term shall be deemed to include any Committee thereof) to enter into transactions/contracts/arrangements with Messers. Astute Investments, a partnership firm of which JM Financial Services Limited and JM Financial Commtrade Limited, subsidiaries of the Company are partners and a related party as defined in Clause 49(VII)(B) of the Equity Listing Agreement, relating to making of loans to Astute Investments on such terms and conditions as the Board in its absolute discretion may deem fit PROVIDED HOWEVER THAT the aggregate amount/value of all such transactions/contracts/arrangements that may be entered into by the Company with Astute Investments and remaining outstanding at any given point in time shall not exceed Rs. 200 Crore during any one financial year.


Confidential








19-Dec-14 ECLERX SERVICES LIMITED Postal Ballot MANAGEMENT For FOR



22-Dec-14 AIA ENGINEERING LIMITED Postal Ballot MANAGEMENT For FOR



HEXAWARE TECHNOLOGIES LIMITED


Mr. R Srikrishna, (holding DIN 03160121) be and is hereby appointed as the Whole-time Director of the Company.

Hexaware Technologies Ltd (Hexaware) seeks to reappoint R Srikrishna as a whole time Director (CEO) of the Company with effect from 17 October 2014. He was also inducted as an employee on the payroll of the Company’s US based wholly owned subsidiary - Hexaware Technologies Inc. He will receive a salary of Rs.48.2 mn from the subsidiary, which excludes one-time joining bonus and annual performance based bonus. Hexaware (standalone Company) will pay him ~Rs.4.4 mn as total remuneration. His overall remuneration (including remuneration from subsidiary) will be ~Rs.52.6 mn.




Mr. Bharat Shah, (holding DIN 00136969), be and is hereby appointed as an Independent Director of the company, who shall not be liable to retire by rotation.

Bharat Shah is the Chairman of HDFC Securities Ltd. He is one of the founding members of HDFC Bank. His reappointment is in line with the statutory requirements.




Mr. Dileep Choksi (holding DIN 00016322), be and is hereby appointed as an Independent Director of the company, who shall not be liable to retire by rotation.

Dileep Choksi is the mentor of C3 Advisors. His reappointment is in line with the statutory requirements.




Mr. Atul Nishar, (holding DIN 00307229), a non-executive Director of the Company, who was appointed as a director not liable to retire by rotation be and is hereby subject to retirement by rotation to comply with the requirements.





Mr. Jimmy Mahtani, (holding DIN 00996110), a non-executive Director of the Company, who was appointed as a director not liable to retire by rotation be and is hereby subject to retirement by rotation to comply with the requirements.





Mr. Kosmas Kalliarekos, (holding DIN 03642933), a non-executive Director of the Company, who was appointed as a director not liable to retire by rotation be and is hereby subject to retirement by rotation to comply with the requirements.





The Articles of Association of the Company be and is hereby amended, as follows: The following Article (88A) shall be deleted: “88A. Mr. Jimmy Mahtani and Mr. Kosmas Kalliarekos, Non-Executive Directors of the Company, shall not be liable to retire by rotation or be taken into account for determining the retirement of Directors by rotation.”

The existing Article 88A of the Articles of Association of the Company provides that Jimmy Mahtani and Kosmas Kalliarekos as directors of the company are not liable to retire by rotation. Jimmy Mahtani and Kosmas Kalliarekos represent the promoters of the Company. Jimmy Mahtani and Kosmas Kalliarekos are the Managing Directors with Baring Private Equity Asia.The Company proposes to delete Article 88 A. After the proposed alteration both the directors will retire by rotation. We recognise the alteration as a good corporate governance practice.


New set of Articles of Association pursuant to the Act primarily based on the Form of Table F under the Act, be and is hereby approved and adopted as new set of Articles of Association in the place of existing Articles of Association of the Company

The amendment is aimed at aligning the various clauses of the Articles of the company with the Companies Act 2013


Consent of the Company be and is hereby accorded for alteration of Memorandum of Association of the Company by deleting Clause C – OTHER OBJECTS and accordingly Memorandum of Association will no longer carry Other Objects

The current MoA of the company carries an “Other Objects” clause, which is not permitted under Companies Act 2013. Accordingly, the company is seeking to amend its MoA by deleting the “Other Objects” clause and aligning it with Companies Act 2013


Company be and is hereby accorded for reappointment of Mr. PD Mundhra as whole-time Director designated as Executive Director (ED) for the period of Five years, from April 1, 2015 to March 31, 2020

P.D Mundhra is the co-founder of the company. His proposed remuneration in the range of Rs.13.8-Rs.27.6 mn (excluding performance bonus) is higher than some peers, but is commensurate with the size of the company. Further, we observe that his pay in thelast five years has grown at a slower pace compared to the growth in revenues and profits


To mortgage, hypothecate or otherwise create charge or encumbrance of all or any of the properties and assets of the Company, movable and immovable, wherever situated, both present and future, or the whole or substantially the whole of the undertaking or undertakings of the Company on such terms, in such form and in such manner as the Board may think fit, and all other moneys due, owing or payable presently or in future by the Company to the said Financial Institutions, Banks or any other lenders provided however for creation of Charges / mortgages / hypothecations, the total amount shall not exceed Rs.500 Crores (Rupees Five Hundred Crores) over and above the paid-up Share Capital & Free Reserves of the Company during any Financial Year.

In April 2010, shareholders had approved creation of mortgages/ charges on the company’s assets upto Rs.10 bn. Since then, the company has increased its borrowing limit (in the 2014 AGM) to Rs.5 bn, over and above the aggregate of paid-up capital and free reserves. Based on the FY14 paid-up capital and free reserves (Rs.10.2 bn), the new borrowing limit has increased to Rs.15.2 bn.Accordingly, the company is also seeking shareholder approval to raise the limit for creation of mortgages/charges and align it with the new borrowing limit. We understand that secured loans typically have easier repayment terms, less restrictive covenants, and marginally lower interest rates



Change of the Registered Office of the Company from “Olympia, First Floor, Central Avenue, Hiranandani Gardens, Powai, Mumbai – 400 076” to “Bayer House, Central Avenue, Hirananadani Estate, Thane (West) – 400 607” with effect from January 1, 2015

The company’s registered office is presently situated at “Olympia, First Floor, Central Avenue, Hiranandani Gardens, Powai. Recently, the company moved its Corporate Office to “Bayer House” located at Central Avenue, Hiranandani Estate, Thane (West). The company has stated that all the functional departments are now operating from Bayer House – Thane and therefore, with a view to improve administrative and operational efficiency, it now proposes to shift the Registered Office to “Bayer House” Central Avenue, Hiranandani Estate, Thane (West).

Confidential

24-Dec-14 RSWM LIMITED Postal Ballot MANAGEMENT For FOR

26-Dec-14 PVR LIMITED Postal Ballot MANAGEMENT For FOR



January to March' 2015 1/3/2015 Postal Ballot MANAGEMENT FOR FOR


Approval of Scheme of Amalgamations of Cheslined Textile with RSWM Limited

RSWM seeks shareholders’ approval to merge its 70% listed subsidiary - Cheslind Textile Ltd (CTL) with itself. Both companies are in similar business of manufacturing and selling of yarns. In consideration, RSWM will issue one optionally convertible redeemable preference share of Rs.7.5 for one equity share of Rs.10.0 held in CTL. Additionally, these preference shareholders carry the right to be converted into equity shares of RSWM in the ratio 22:1 within six months from the allotment.As per the valuation report by SS Kothari Mehta & Co, CTL equity is valued at Rs.334.4 mn. Based on the share price on 7 April 2014, the immediate trading date before the merger announcement the market capitalization of CTL was Rs.267.0 mn, implying a premium of ~25%.Based on the above, the company will issue 45,323,335 redeemable preference shares to the shareholders of CTL. Assuming all these shares are converted to equity shares, this will lead to the issuance of 2,060,152 new equity shares in RSWM. The effective dilution at this conversion will be ~8.1% on the post issuance equity capital. The promoters’ stake in RSWM will also get diluted by the same percentage. From the above data it is observed that the EV/EBIDTA value of CTL has declined in 2014 compared to that in 2007. CTL’s profits have


Consent of the members of the Company be and is hereby accorded to the Board of the Directors of the Company to make offer(s) or invitation(s) for subscription of Non Convertible Debentures for an amount not exceeding Rs. 500 Crores on private placement through issue of a private placement offer letter on such terms and conditions and to such person(s) as the Board deems fit.

PVR proposes to issue non-convertible debentures amounting to Rs. 5.0 bn on private placement basis. The company plans to use the proceeds from the issuance for inorganic growth opportunities, for capital expenditure, to refinance high cot borrowings and for other business needs. As on 30 September 2014, total debt excluding current portion of long term debt aggregated to Rs 5.6 bn approx. on standalone basis. The borrowing limit of the company is Rs 15 bn.The issuance of debt securities on private placement basis will be within the overall borrowing limit of the company



Company be and is hereby accorded to the Board to create, offer, issue and allot (including with provisions for reservation on firm and/or competitive basis, of such part of issue and for such categories of persons including employees of the Company as may be permitted), through a placement document/offer document and/or prospectus and/or offer letter and/or offering circular, from time to time, in one or more tranches, whether rupee denominated or denominated in foreign currency, in the course of international and/or domestic offering(s) in one or more foreign markets and/or domestic market, for a value of up to USD 300 Million (US Dollars Three Hundred Million only) or its equivalent in Indian Rupees or any other currencies

Glenmark Pharmaceuticals Limited (GPL) seeks approval from shareholders to raise upto US$ 300 mn through the issuance of securities including equity shares, global depository receipts (GDRs), American depository receipts (ADRs), foreign currency convertible bonds (FCCBs), foreign currency exchangeable bonds (FCEBs) and/orequity shares through depository receipt mechanism and/or fully convertible debentures (FCDs) and/or non-convertible debentures (NCDs) with warrants and/or any other securities convertible into equity shares. This is an enabling resolution to raise capital, in domestic and/or international markets, to fund growth. Assuming current market price of Rs.804.3 per share as the issuance price of securities and an exchange rate of Rs.61.95, effectively GPL seeks shareholder approval to issue 23.1 mn equity shares (Rs.18.6 bn or US$ 300 mn). The company can raise capital through issuance of securities mentioned above within a year from shareholders’ approval. The dilution from the issuance of securities (assuming 23.1 mn equity shares are issued) will be 7.8% on the post issue paid up equity share capital.



Company be and is hereby accorded to the Board to permit Foreign Institutional Investors (FIIs)/ Registered Foreign Portfolio Investors (“RFPIs”) registered with the Securities and Exchange Board of India (SEBI) to acquire and hold on their own account and on behalf of each of their SEBI approved sub-accounts or Foreign Portfolio Investors by whatever name called, to make investment in any manner in the equity shares of the Company upto an aggregate limit of 49% (Forty Nine percent) of the paid-up equity share capital of the Company, provided, however, that the shareholding of each FII/RFPI in its own account and on behalf of each of their SEBI approved sub-accounts in the Company shall not exceed such limits as are applicable or may be prescribed, from time to time, under applicable Acts, Laws, Rules and Regulations (including any statutory modifications or re-enactment thereof for the time being in force)

As per the Foreign Exchange Management Act, 1999 and the Foreign Exchange Management (transfer or issue of security by a person resident outside India) Regulations, 2000, FIIs can acquire and hold (on their own account and on behalf of their SEBI approved sub-accounts together), up to an aggregate limit of 24% of the paid up share capital of an Indian company. In the pharmaceutical sector, foreign investment is allowed upto 100%. As on September 30, 2014, the FII holding in GPL is 35.1%. The company seeks shareholder approval to increase the limit of shareholding by FIIs from 40% to 49% of its paid-up equity share capital. This is an enabling provision, which will provide for further foreign investment in the company


Subject to the requisite approval of the High Court of Gujarat at Ahmedabad or such other competent authority, as the case may be, and all such other approvals, permissions and sanctions, as may be necessary and subject to such conditions and modifications as may be prescribed or imposed by any of them while granting such approvals, permissions and sanctions, which may be agreed to by the Company, the Composite Scheme of Arrangement in the nature of amalgamation of GSPC Gas Company Limited (“GSPC Gas”), Gujarat Gas Company Limited (“GGCL”), Gujarat Gas Financial Services Limited (“GFSL”) and Gujarat Gas Trading Company Limited (“GTCL”) with GSPC Distribution Networks Limited (“GDNL”) and Restructuring of share capital of GSPC Distribution Networks Limited under section 391 to 394 read with section 100 to 103 and other relevant provisions of the Companies Act, 1956 for the amalgamation of GSPC Gas, GGCL, GFSL and GTCL with GDNL, be and is hereby approved

The company has disclosed that for arriving at the above swap ratio, GDNL is valued on net asset value method and valuation of GSPC Gas and Gujarat Gas and GSFL are done on DCF method. The company has stated that the merger will lead to an increased asset base and result in improvements in operational efficiency.We recommend voting FOR the resolution. However, we add transparency flag to the resolution as the valuation report is not given in the public domain.

Confidential

January to March' 2015 1/5/2015 MANAGEMENT FOR FOR

January to March' 2015 1/7/2015 ARVIND LIMITED MANAGEMENT FOR FOR


January to March' 2015 1/7/2015 MANAGEMENT FOR AGAINST










Composi te Scheme of Amalgamation And Arrangement between GSPC Gas Company Limited and Gujarat Gas Company Limited and Gujarat Gas Financial Services Limited And Gujarat Gas Trading Company Limited And GSPC Distribution Networks Limited and their Respective Shareholders

The company has disclosed that for arriving at the above swap ratio, GDNL is valued on net asset value method and valuation of GSPC Gas and Gujarat Gas and GSFL are done on DCF method. The company has stated that the merger will lead to an increased asset base and result in improvements in operational efficiency.We recommend voting FOR the resolution. However, we add transparency flag to the resolution as the valuation report is not given in the public domain.


Composite Scheme of Arrangement in the nature of de-merger and transfer of Real Estate Undertaking of Arvind Limited to Arvind Infrastructure Limited and consequential Restructure of Share Capital as proposed between the company and its shareholders

Arvind Limited (‘Arvind’) proposed to demerge its ‘Real Estate Undertaking’ into Arvind Infrastructures Limited (‘AIL’), which is a wholly-owned subsidiary of the company, engaged in the business of real estate development, construction and infrastructure activities. The company plans to list AIL on stock exchanges.Upon demerger, Arvind’s holding in AIL stands cancelled. In consideration, the existing shareholders of Arvind will get one share (face value Rs 10) of AIL for every ten shares (face value Rs 10) they hold in Arvind. Accordingly, 25.8 million equity shares will be issued to existing Arvind shareholders. Post-demerger (a) there is no change in the share capital of Arvind (b) economic interest remains unchanged for all shareholders.



Bank be and is hereby accorded for the re-appointment of Mr. C. Jayaram (DIN: 00012214) as Whole–time Director of the Bank

C Jayaram’s reappointment is in line with all statutory requirements. His pay is comparable to industry peers, and has been aligned to the bank’s financial performance. His maximum proposed remuneration excluding performance bonus for FY16 is Rs 32.3 mn.



Mr. Asim Ghosh (DIN: 00116139), be and is hereby appointed as an Independent Director of the Bank who shall hold office up to 8th May 2016 and that he shall not be liable to retire by rotation.”

Asim Ghosh has attended only 50% of the board meetings held in FY14 and 61% of the board meetings held over the past three years.



Mr. Amit Desai (DIN: 00310510), be and is hereby appointed as an Independent Director of the Bank who shall hold office up to 17th March 2019 and that he shall not be liable to retire by rotation.




Prof. S. Mahendra Dev (DIN: 06519869), be and is hereby appointed as an Independent Director of the Bank for a term up to 14th March 2018 and that he shall not be liable to retire by rotation.




Mr. Prakash Apte (DIN: 00196106), be and is hereby appointed as an Independent Director of the Bank who shall hold office up to 17th March 2019 and that he shall not be liable to retire by rotation.




Ms. Farida Khambata (DIN: 06954123), be and is hereby appointed as an Independent Director of the Bank who shall hold office up to 6th September 2019 and that she shall not be liable to retire by rotation.




Consent of the Bank be and is hereby accorded to increase the ceiling limit on total holdings of Foreign Institutional Investors (FIIs)/ Securities and Exchange Board of India approved sub-account of FIIs, Foreign Portfolio Investors (FPIs), Qualified Foreign Investors (QFIs), Non Resident Indians (NRIs) and Persons of Indian Origin (PIOs) under the Portfolio Investment Scheme in the equity share capital of the Bank, through primary or secondary route to such percentage as the Board may decide from time to time not exceeding 42% of the paid-up equity capital of the Bank with effect from such date(s) as may be decided by the Board from time to time.

The current FII investment limit is 40%. The bank proposes to increase the limit to 42%. This is an enabling resolution and is subject to regulatory approvals.



The Authorized Share Capital of the Bank be altered and increased from the present Rs. 500,00,00,000 (Rupees Five Hundred Crore Only) consisting of 100,00,00,000 (One Hundred Crore) Equity Shares of Rs. 5 (Rupees Five Only) each to Rs. 700,00,00,000 (Rupees Seven Hundred Crore Only) divided into 140,00,00,000 (One Hundred and Forty Crore) Equity Shares of Rs. 5 (Rupees Five Only) each.

The bank proposes to increase the authorized capital of the bank to Rs 7.0 bn from Rs 5.0 bn. The increase is to facilitate the issuance of equity shares, in terms of swap ratio for the proposed amalgamation of the bank with ING Vysya Bank, which has been announced recently.



The existing Clause V of the Memorandum of Association of the Bank relating to the Share Capital be substituted with the following clause: ‘V. The authorised share capital of the Company is Rs. 700,00,00,000 (Rupees Seven Hundred Crore Only) divided into 140,00,00,000 (One Hundred and Forty Crore) Equity Shares of Rs. 5 (Rupees Five Only) each. The Company has power from time to time to increase or reduce or cancel its capital and to attach thereto respectively such preferential, cumulative, convertible, guarantee, qualified or other special rights, privilege, condition or restriction, as may be determined by or in accordance with the Articles of Association of the Company and to vary, modify or abrogate any such right, privilege or condition or restriction in such manner as may for the time being be permitted by the Articles of Association or the legislative provisions for the time being in force in that behalf.

Clause V of the Memorandum of Association of the bank is proposed to be altered in line with the proposed increase in authorized capital (refer Resolution #8).

Confidential


January to March' 2015 1/8/2015 CIPLA LIMITED Postal Ballot MANAGEMENT FOR FOR

January to March' 2015 1/8/2015 CIPLA LIMITED Postal Ballot MANAGEMENT FOR FOR

January to March' 2015 1/9/2015 UNITED SPIRITS LIMITED MANAGEMENT FOR FOR


January to March' 2015 1/15/2015 YES BANK LIMITED Postal Ballot MANAGEMENT FOR FOR




Board/Committee to exercise its powers (including the powers conferred by this Resolution) is hereby authorised to accept, the consent and approval of the Members of the Transferee Bank be and is hereby accorded to the amalgamation of ING Vysya Bank Limited (hereinafter referred to as the “Transferor Bank”) with the Transferee Bank in accordance with a Scheme of Amalgamation (hereinafter referred to as “the Scheme”) as sanctioned by the RBI.

As per the scheme of amalgamation (‘the scheme’) Kotak Mahindra Bank (KMB) proposes to merge with ING Vysya Bank (‘ING Bank’). The proposed swap ratio is 725 equity shares of KMB for every 1000 equity shares of ING Vysya. The transaction is valued at ~Rs 150 bn and will lead to ~15.2% dilution for KMB’s shareholders.The swap ratio implies a P/BV multiple of 2.0x FY15 estimate and 1.8x FY16 estimate. The valuation multiple is at the lower end of the P/BV band of previous transactions in the sector.The proposed merger will create India’s fourth largest private bank. It will offer better operating efficiencies for the merged entity. Provide cross-selling opportunities for KMB's product offerings across retail, life insurance and MF products to ING Vysya’s customers Provide opportunities for cross-border financing and M&A by way of the collaboration agreement with ING group and access to its clients. Strengthen the network spread of the merged entity (1214 branches) and especially boost KMB’s presence in South India, which it lacks currently

Ms. Punita lal, be and is hereby appointed as an Independent Director of the Company.

Punita Lal’s appointment is in line with all statutory requirements

Dr. Nachiket Mor, be and is hereby appointed as an Independent Director of the Company.

Nachiket Mor’s appointment is in line with all statutory requirements.


Entering into distribution agreement, licence for manufacture and sale agreements and cost sharing agreement with certain subsidiaries of Diageo plc (“Diageo”):

United Spirits Limited (USL) plans to enter into contracts with Diageo plc and its subsidiaries: each of the agreements is for an indefinite term (except the cost sharing agreement, the term of which cannot be ascertained currently).The proposal for entering into the License and Distribution Agreements was placed for approval before the shareholders by way of a Postal Ballot through a notice dated 20 October 2014. We had recommended voting FOR the resolution and flagged it with transparency risk. Out of the eligible shareholders, 70.2% voted in favor of this resolution. However, since the required majority to approve the resolution was at least 75%, the resolution was not approved.The indicative estimates of the financial and commercial benefits that are likely to accrue to the Company through the proposed agreements, including a comparison against the benefits currently accruing to the Company through the existing Sales Promotion Services Agreement dated 1 October 2013, are given in the EGM notice. During the first year of operations, the Company’s estimated revenues under the License and Distribution Agreements are likely to be Rs.7 bn as opposed to Rs.420 mn under the existing sales promotion services agreement. In addition, the Company’s estimated EBIT under the License and Distribution Agreements is likely to be Rs.700 mn as opposed to MONSANTO INDIA

LIMITEDConsent of the Company be & is hereby accorded to the audit Committee and the Board of Directors of the Company, as the case may be, to authorise the Management of the Company, to enter into Agreement(s) and transaction(s), as may be appreciate, for purchase of IPA salt of glyphosate technical from the company's ultimate holding company ie. Monsanto Company USA and/or any of its subsidiaries and/or any of its associate companies, of an aggregate value not exceeding as follows : 1) Rs. 130 crore for the financial year ending on March 31, 2015;and 2) Rs. 200 Crore for the financial year ending on March 31, 2016 and March 31, 2017, on principal terms.

Monsanto India Ltd (Monsanto India) proposes to purchase a key raw material - IPA salt of glyphosate technical – from its ultimate holding Company (Monsanto Company, USA) and its subsidiaries/associates to manufacture ‘Roundup’. `Roundup’ is a leading herbicide brand globally and contributes to 35.9% of the Company’s FY14 turnover. Monsanto India has been purchasing the key raw material from the holding Company for the past 15 years.Monsanto India is likely to import IPA salt of glyphosate technical upto Rs.1.3 bn for FY15 and upto Rs.2.0 bn for FY16 and FY17 each. The purchase of raw material from the holding company is essential to maintain global quality standards and ensure reliable supplies of the key raw material.The proposed transactions with related party are in ordinary course of business and at arm’s length. The transactions are approved by the audit committee.

Members of the Bank be and are hereby accorded for borrowing/raising funds in Indian /foreign currency by issue of debt securities including but not limited to non-convertible debentures, bonds (including bonds forming part of Tier I/ Tier II capital in accordance with and subject to the terms and conditions specified in the Basel III Capital Regulations prescribed by RBI, long-term infrastructure bonds or such other bonds as may be permitted by RBI from time to time) upto Rs. 8,000 Crore (Rupees Eight Thousand Crore Only) (collectively known as the “debt securities”) by the Bank, in one or more tranches and/or series, in domestic and /or overseas market, as per the agreed structure and within the limits permitted by RBI and other regulatory authorities

These long term debt securities issued will be within the Bank’s overall borrowing limits

Consent of the Members of the Bank be and is hereby accorded to take on record the RBI Approval including the terms of appointment of Ms. Radha Singh (DIN-02227854) as Non-Executive Part-Time Chairperson of the Bank for a period of two (2) Years from the date of her taking charge i.e., October 30, 2014 and to approve her remuneration of Rs. 18 Lakh (Rupees Eighteen Lakh Only) per annum and use of the Bank’s car along with driver and fuel and maintenance expenses on an actual basis in terms of the aforesaid RBI Approval

Radha Singh has been an Independent Director on the Board for the last 6 years since 2008. She is now being reclassified as Non-Executive, Non-Independent, Part-Time Chairperson. Her appointment is in line with all Statutory requirements and her proposed remuneration is in line with that paid to chairpersons of other private sector banks

Confidential



January to March' 2015 1/19/2015 TATA MOTORS LIMITED Postal Ballot MANAGEMENT FOR FOR




Members be and is hereby granted to amend the Employee Stock Option Scheme of the Bank i.e. “YBL JESOP V/PESOP II” (hereinafter referred to the “Scheme”) by revising the maximum number of options to be granted to the present and future employees of the Bank from current Fifteen (15) lakhs options per employee to Twenty Five (25) lakhs options per employee and to amend the Scheme so as to align the provisions of the Scheme with the provisions of the Regulations as detailed in the explanatory statement annexed hereto

YES Bank’s current Employee Stock Option Scheme YBL JESOP V/ PESOP II was last approved at the AGM held in June 2011. As per existing terms, an employee can be granted maximum of 1.5 mn options. Employees are granted options based on their performance as well as to ensure retention. As some employees have reached the maximum number of options permissible under the present Scheme, YES Bank seeks shareholder approval to increase the maximum number of grants per employee from 1.5 mn options to 2.5 mn options so as to enable the Bank to grant further options to deserving employees.

Members be and is hereby granted to amend the Employee Stock Option Scheme of the Bank i.e. “YBL JESOP V/PESOP II” (hereinafter referred to as the “Scheme”) by revising the maximum number of options to be granted to the present and future employees of any of the subsidiaries and/or associate companies of the Bank and/or present and future employees of the Bank subsequently transferred / deputed to any of the subsidiaries and/or associate companies of the Bank from current Fifteen (15) lakhs options per employee to Twenty Five (25) lakhs options per employee and to amend the Scheme so as to align the provisions of the Scheme with the provisions of the Regulations as detailed in the explanatory statement annexed hereto.

SEBI has notified the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 on 28 October 2014 repealing the erstwhile Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 prescribing that all listed companies having existing schemes to which the Regulations apply are required to comply with the Regulations in their entirety within one year. YES Bank seeks shareholder approval to amend the provisions of its ESOP Scheme so as to align them with the provisions of the new Regulations.

Members do hereby ratify and confirm the Remuneration paid/to be paid to Mr Ravindra Pisharody, Executive Director (Commercial Vehicles) of Rs. 3,67,51,000/- as Minimum Remuneration as per the terms of his appointment, including in particular an amount of Rs. 3,19,51,000/-

Ravindra Pisharody was paid a remuneration of Rs.36.8 mn in FY14. Since the company did not have adequate profits in FY14, his remuneration exceeded the limit of Rs.4.8 mn specified under Schedule XIII of the Companies Act 1956.Tata Motors now proposes to waive the excess remuneration of Rs.32.0 mn paid to Ravindra Pisharody for FY14.We note that Tata Motors is one of India’s largest automobile companies with a total income of Rs.381.2 bn. Given the large size of the business, the executive directors have significant responsibilities.We recognize that Ravindra Pisharody is a professional director with more than 15 years of experience in the automobile industry. At Tata Motors, he looks after the Commercial Vehicles department, which contributes ~74% of the overall product volume of the company. His pay is commensurate with the size of the company and is in line with industry peers.

Member do hereby ratify and confirm the Remuneration paid/to be paid to Mr Satish Borwankar, Executive Director (Quality) of Rs.2,76,37,000/- as Minimum Remuneration as per the terms of his appointment, including in particular an amount of Rs. 2,28,37,000/-

Refer to the Discussion for Resolution 1. We also note the following-Satish Borwankar was paid a remuneration of Rs.27.6 mn in FY14. Since the company did not have adequate profits in FY14, his remuneration exceeded the limit of Rs.4.8 mn specified under Schedule XIII of the Companies Act 1956.Tata Motors now proposes to waive the excess remuneration of Rs.22.8 mn paid to Satish Borwankar for FY14.We recognize that Satish Borwankar is a professional director. He has experience in the manufacturing and quality functions of the automobile industry. His pay is commensurate with the size of the company and is in line with industry peers

Members do hereby ratify and confirm the Remuneration paid to (Late) Mr. Karl Slym, Former Managing Director/his legal heir of Rs. 15,03,36,000/- as Minimum Remuneration and death related benefits/compensation as per the terms of his appointment and other statutory requirements, respectively, including in particular an amount of Rs. 14,64,00,000/-

Refer to the Discussion for Resolution 1. We also note the following-Karl Slym was paid a remuneration of Rs.150.3 mn for his ~10 months of service in FY14. Since the company did not have adequate profits in FY14, his remuneration exceeded the limit of Rs.3.9 mn calculated under Schedule XIII of the Companies Act 1956.We note that his remuneration was higher than the remuneration paid to his peers in industry. However, shareholders should note the following:i. His total remuneration includes statutory death benefits of Rs.24.1 mnii. His total remuneration is insignificant considering the size of the Company. He was paid ~0.1% of FY14 consolidated net profit of the Company

Members do hereby accord their approval to pay 'Minimum Remuneration' to Mr Ravindra Pisharody, Executive Director (Commercial Vehicles), in case of no/inadequacy of profits for FY 2014-15 and FY 2015-16

As discussed in note below, Tata Motors can pay a maximum remuneration of Rs.32.8 mn for FY15 under Schedule V Section II of the Companies Act, 2013. In FY16, this limit will vary depending on the effective capital at the end of FY16.Based on limit of Rs.32.8 mn, the Company is proposing to pay Rs.32.3 mn to Ravindra Pisharody for FY15. The proposed remuneration for FY16 has not been disclosed.His remuneration is commensurate with the size of the Company and in line with remuneration paid to peers in industry.Shareholders should note that, if the company breaches the limit under Schedule V of the Companies Act 2013, it will have to seek shareholder approval for waiver of excess remuneration.As mentioned earlier, Tata Motors is a large and complex company, where the executive directors have significant responsibilities

Confidential


January to March' 2015

1/23/2015 RELIANCE CAPITAL MANAGEMENT

FOR ABSTAIN


January to March' 2015 1/24/2015 Postal Ballot MANAGEMENT FOR AGAINST


Members do hereby accord their approval to pay 'Minimum Remuneration' Mr Satish Borwankar, Executive Director (Quality), in case of inadequacy of profits for FY 2014-15 and FY 2015-16

As discussed in note below, Tata Motors can pay a maximum remuneration of Rs.32.8 mn for FY15 under Schedule V Section II of the Companies Act, 2013. In FY16, this limit will vary depending on the effective capital at the end of FY16.Based on the limit of Rs.32.8 mn, the Company is proposing to pay Rs.26.1 mn to Satish Borwankar for FY15. The proposed remuneration for FY16 has not been disclosed.His commensurate with the size of the Company and in line with remuneration paid to peers in industry.Shareholders should note that, if the company breaches the limit under Schedule V of the Companies Act 2013, it will have to seek shareholder approval for waiver of excess remuneration.As mentioned earlier, Tata Motors is a large and complex company, where the executive directors have significant responsibilities.


To Create, offer, issue and allot, from time to time and in one or more tranches,upto 70,00,000 Equity Shares of a face value of Rs. 10/- each to Sumitomo Mitsui Trust Bank Limited (SMTB), by way of a private placement and a preferential issue, through offer letter and/or circular and/or information memorandum and/or private placement memorandum and/or such other documents / writings, in such manner and on such terms and conditions as may be determined by the Board in its absolute discretion, at a price of Rs. 530/- (including a premium of Rs. 520/-) per equity share which price is not less than the minimum price at which the Equity Shares are permitted to be issued as per the ICDR Regulations (Issue Price)



Approval of the members of the Company be and is hereby accorded to the Board to implement the ESOP Scheme 2008 through the ESOP Trust

Under the ESOP 2008 scheme, prior to initial public offering (IPO), the company had granted 9,946,524 stock options under three tranches. As on 30 September 2014, there are 7,161,289 options unexercised (both vested and unvested).In August 2014 at the Annual General Meeting (AGM) (AGM report), a resolution was passed to amend the exercise period under ESOP 2008. Accordingly, the exercise period was revised to ‘seven years from vesting date’ from ‘seven years from grant date’.SEBI through its recently notified regulations has permitted companies to implement employees’ welfare schemes by way of secondary acquisition through an ESOP Trust, subject to compliance and with the approval of the shareholders by passing of a special resolution.The company seeks shareholder approval for implementation of ESOP 2008 through the ESOP Trust. There are no changes in the terms and conditions of the ESOP 2008 scheme.


Company and its director(s), whether whole time director or not but excluding independent directors, be and is hereby approved as per the salient features mentioned in the explanatory statement annexed herewith and same be implemented through ESOP Trust, provided that the total number of options that can be granted under ESOP Scheme 2014 shall not exceed 7,250,000 (Seven Million Two Hundred Fifty Thousand) options, convertible into equivalent number of equity shares of the Company

The company seeks shareholder approval to introduce ESOS 2014 for its employees. Under this scheme, a maximum of 7,250,000 stock options will be granted. The compensation committee will decide the exercise price.Shareholders should note that in the past the company has granted 9,946,524 options under the ESOS 2008 through Plan I, II and III. Of the total options granted 9,912,954 were granted at a discount of 50% of the fair market value and the remaining options were granted at an exercise price of Rs.10.0 per option.We have flagged the resolution for transparency risk and has voted AGAINST because in our opinion as a good governance practice companies should disclose the exercise price of the stock options. Assuming the company follows the intrinsic valuation method and grants 7.25 mn equity shares at face value under the proposed ESOP plan, the total cost to the company will be Rs.2,412.8 mn or ~16.0% of FY14 consolidated net profit.Since the company proposes to acquire 14,411,289 (ESOS 2008 and ESOS 2014) options through the ESOP Trust (refer to resolution #1 and #4), there will be no equity dilution. Also, in line with the requirements of ESOP regulations, neither the ESOP Trust nor any of its trustees shall exercise voting rights in respect of shares of the company held by the ESOP Trust.BHARTI INFRATEL

LIMITEDCompany be and is hereby accorded to grant the stock options under ESOP Scheme 2014 to the present and future, permanent employees of the holding and subsidiary company(ies) and their director(s) whether whole time director or not but excluding independent directors, if any, from time to time, on such terms and conditions as may be decided by the Board

The company requires shareholder approval in a separate resolution to extend the ESOP 2014 benefit to the employees of holding companies and/or subsidiaries.

Confidential




1/24/2015 Postal Ballot MANAGEMENT

FOR ABSTAIN



FOR ABSTAIN



FOR ABSTAIN


Company be and is hereby accorded for acquisition of upto 14,411,289 (Fourteen Million Four Hundred Eleven Thousand and Two Hundred Eighty Nine) equity shares of the Company representing 0.76% of the paid up share capital, in one or more tranches, from the secondary market, by ESOP Trust for the purpose of implementation of ESOP Scheme 2008 and ESOP Scheme 2014 from time to time

The company proposes to administer its ESOP schemes through a trust. For this purpose the company seeks shareholder approval to authorize the trust to acquire equity shares from the secondary market.Under the trust route, Bharti Infratel will provide funds to the Trust which the Trust will use to purchase equity shares of the company. When the Trust will receive the money from the employees (exercise of options), it will utilize that money to repay the amount taken from the company. The company proposes to acquire 14,411,289 (for implementation of ESOS 2008 and ESOS 2014) options through the ESOP Trust representing 0.76% of the paid up share capital.Shareholders should note that there was no provision in Companies Act, 1956 that required approval for making provision of money for Trust to purchase the company’s own shares (including the limit). However, as per the provision of Section 67 of the Companies Act, 2013, the company can make such provision only upto 5% of the aggregate of paid up capital and free reserves, if approved by the company’s shareholders.Assuming the current market price, the trust will require Rs.4.9 bn or ~32% of FY14 consolidated net profit and ~3% of FY14 paid up share capital and free reserves of the company to purchase 14,411,289 equity shares. Shareholders should note that the BHARTI INFRATEL

LIMITEDCompany be and is hereby accorded to the Board to permit Foreign Institutional Investors (FIIs) registered with the SEBI to acquire and hold on their own account and on behalf of each of their SEBI approved sub-accounts or Foreign Portfolio Investors by whatever name called, to make investment in any manner in the equity shares of the Company upto an aggregate limit of 49% (Forty Nine percent) of the paid-up equity share capital of the Company

As per the Foreign Exchange Management Act, 1999 and the Foreign Exchange Management (transfer or issue of security by a person resident outside India) Regulations, 2000, FIIs can acquire and hold (on their own account and on behalf of their SEBI approved sub-accounts together), up to an aggregate limit of 24% of the paid up share capital of an Indian company. In the telecom sector, foreign investment is allowed upto 100%. As on September 30, 2014, the FII holding in Bharti Infratel is 17.1%. The company seeks shareholder approval to increase the limit of shareholding by FIIs from 24% to 49% of its paid-up equity share capital.This is an enabling provision, which will provide for further foreign investment in the company.

ASTRAL POLY TECHNIK LIMITED

Board of Directors be and is hereby authorized on behalf of the Company to increase the limit of investment by foreign portfolio investors (including foreign institutional investors holding valid certificates of registration from the Securities and Exchange Board of India and deemed to be foreign portfolio investors) in the equity shares of the Company, including, without limitation, by subscription to any issuance of equity shares pursuant to and in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended, or direct purchase or acquisition from the open market under the Portfolio Investment Scheme under FEMA, from 24% to 45% of the paid-up equity share capital of the Company



To borrow from time to time in one or more tranches, any sum or sums of money which, together with the moneys already borrowed by the Company ( apart from temporary loans obtained / to be obtained from the Bankers of the Company in the ordinary course of business) may exceed the aggregate of the paid up capital of the Company and its free reserves provided that the total amount so borrowed shall not at any time exceed Rs. 250 Crores over and above the paid up capital of the Company and its free reserves



Company be and is hereby accorded to the creation by the Board of Directors of the Company of such mortgages, charges and hypothecations as may be necessary on such of the assets of the Company, both present and future, in such manner as the Board may determine, to or in favour of financial institutions, investment institutions and their subsidiaries, banks, mutual funds, trusts, other bodies corporate or any other entities and Trustees for the holders of debentures/bonds and/or other instruments which may be issued on private placement basis or otherwise, to secure loans, debentures, bonds, working capital facilities and other instruments in any currency of an outstanding aggregate value not exceeding the total assets of the Company comprising of Non-Current Assets and gross Current Assets as per the latest audited financial statements from time to time


Confidential



FOR ABSTAIN



1/29/2015 INTELLECT DESIGN ARE MANAGEMENT

FOR ABSTAIN


1/29/2015 INTELLECT DESIGN ARE MANAGEMENT

FOR ABSTAIN

January to March' 2015 2/9/2015 Postal Ballot MANAGEMENT FOR ABSTAIN


January to March' 2015 2/10/2015 NTPC LIMITED MANAGEMENT FOR ABSTAIN

January to March' 2015 2/12/2015 TARA JEWELS LIMITED Postal Ballot MANAGEMENT FOR ABSTAIN



Company be and is hereby accorded to the Board of Directors including any Committee thereof (hereinafter referred to as “the Board”) to (i) give any loans to any person or other body corporate, or (ii) give any guarantees or to provide security in connection with a loan to any other body corporate or person, or (iii) acquire by way of subscription, purchase or otherwise, the securities of any other body corporate exceeding sixty percent of company's paid up capital and its free reserves and securities premium account or one hundred percent of its free reserves and securities premium account whichever is more as the Board of Directors may think t, provided that the total loans or investments made, guarantees given, and securities provided shall not any time exceed Rs. 250 Crores over and above the paid up capital of the Company and its free reserves


GODREJ INDUSTRIES LIMITED

To invest / acquire the securities of Godrej Consumer Products Limited by way of subscription / purchase or otherwise and/ or place inter-corporate deposits with and/or make loans or any other form of debt to and/or investment in the said company and/or give guarantees and/or provide security and/or give guarantees in connection with loan(s) given by any other person to the said company, in addition to the limits already sanctioned, upto a sum of Rs. 400 crore (Rupees Four Hundred Crore).

As on 31 December 2014, Godrej Industries Limited (GIL) holds 23.4% stake in GCPL. As on 31 March 2014, GIL had invested Rs.9.7 bn (22.6%) in GCPL. The company proposes to increase its investment in GCPL by further investing up to Rs.4.0 bn.The total inter-corporate transactions of GIL as on 31 March 2014 were Rs.21.4 bn (including loans and advances, investments, and guarantees to wholly owned subsidiaries which are exempted under the provisions of Section 186 of the Companies Act 2013). As on 31 March 2014, the company had invested Rs.1.5 bn in wholly owned subsidiaries. The company’s subsidiaries and associates contribute to ~80% of the company’s consolidated total income and ~59% of the company’s consolidated net profit.We recommend voting AGAINST the resolution on account of the following:i. According to the company, investment in GCPL is a good opportunity. In May 2014, shareholders approved a similar resolution for up to Rs.2.5 bn via postal ballot citing the same purpose.ii. GIL has not provided any meaningful rationale for its continuing investment in GCPL. We believe that curtailing investments in GCPL will reduce GIL’s overall debt burden and improve returns for GIL’s shareholders, andiii. the mode of financing the proposed inter-corporate transaction is unclear.Extra ordinary

General MeetingBoard of Directors be and is hereby approved and the Board is hereby authorized on behalf of the Company to grant from time to time options to apply for equity shares and securities convertible into equity shares and shall include American Depository Receipts (ADRs), Global Depository Receipts (GDRs) or other depository receipts representing underlying equity shares or securities convertible into equity shares to eligible associates (Employees) of the Company (including Directors of the Company, whether whole time Director or not but excluding an Independent Director), provided that the number of Options that can be granted shall not exceed 60,00,000 (Sixty lakhs only) convertible into equivalent number of Equity Shares of Rs.5/- (Rupees Five) each, subject to any increase or decrease in the number of options of ISOP 2015 due to any Corporate Action(s) such as issue of Bonus Shares, Split or Consolidation of Shares of the Company



Benefits of the Intellect Stock Option Plan 2015 (ISOP 2015) be extended to eligible associates(including Directors of the Company, whether whole time Director or not but excluding an Independent Director) of the Subsidiary and / or holding company and / or Associate Company of the Company on the terms and conditions as may be specified in ISOP 2015.


TATA CHEMICALS LIMITED

Company be & hereby accorded for the alteration of the Object Clause of the Memorandum of Association by inserting the new Clause III (14) (a) after the Clause III (14)


TATA CHEMICALS LIMITED

Ms. Vibha Paul Rishi, be & hereby appointed as a Director of the Company.



The Scheme of Arrangement between NTPC Limited and its Members for issue of Secured, Non-Cumulative, Non-Convertible, Redeemable, taxable fully paid up Bonus Debentures out of free reserves to its members.


To Adopt a new set of Article of Association of the company containing Regulations in line with the companies Act.


The Board of Directors, be and is hereby authorized to borrow monies from time to time, for the purpose of the business of the company, from any one or more banks, India and foreign financial institutions and other person, firms, bodies corporate, notwithstanding that the monies to be borrowed together with the monies already borrowed by the company and remaining outstanding at any point of time may exceed the Paid-up Capital of the company and its free reserves provided that the total amount up to which the monies so borrowed by the Board and which shall remain outstanding at any given point of time shall not exceed Rs. 3,000 Crores


Confidential







January to March' 2015 2/12/2015 MRF LIMITED MANAGEMENT FOR ABSTAIN

January to March' 2015 2/12/2015 MRF LIMITED MANAGEMENT To declare a final dividend on equity shares. FOR ABSTAIN







To manage, charge and/or hypothecate, in addition to the existing mortgages/ charges/ hypothecations created bythe company in such form and manner and with such ranking and at such a time and on such terms as the Board may determine, the movable and/ immovable properties of the company, wheresover situate, both present and future, of whole or substantially the whole of the Undertaking(s) for the purpose of securing (i) the borrowings availed/ to be availed by the company by way of loan(s) and/ or (ii) securities which may be issued or allotted by the company, from time to time, subject to the limit approved by the Members from time to time under Section 180 (1) (c) of the companies Act, 2013


The members be and is hereby accorded to the Board of Directors of the company for making offer(s) or invitation(s) to subscribe to Secured/ Unsecured/ Redeemable/ Non-Convertible Debentures (NCDs) Including but not limited to subordinated Debentures bond, and/or other debt securities, etc. on a private placement basis, in one or more tranches, during the period of one year from passing of the Special Resolution by the member.


Alteration of Incidental objects in the Memorandum of Association of the company to permit acceptance of deposits.


The company be and hereby accorded to invite/accept/renew from time to time unsecured/secured deposits including advances for the company's Jewellery Schemes from its Members of the company up to permissible limited and subject to fulfillment of applicable terms and conditions as prescribed under the companies Act.


The company be and is hereby accorded to invite/accept/renew from time to time Unsecured/ secured deposits including advances for the company's Jewellery Schemes from the public up to permissible limits and subject to fulfillment of applicable terms and conditions as prescribed under the companies Act, 2013


The company be and is hereby accorded to approve all the contracts or arrangement entered into/proposed to be entered into by the company in future from time to time with parties being related parties as defined under the companies Act, 2013



To receive, consider and adopt the Audited Balance Sheet as at 30th September, 2014 and the Statement of Profit & Loss for the year ended on that date and the Reports of the Directors and Auditors thereon.





To appoint a Director in place of Mr. K M Mammen (DIN: 00020202) who has consented to retire by rotation for compliance with the requirements of Section 152 of the Companies Act, 2013, and being eligible, offers himself for re-appointment.



To appoint Messrs. Sastri & Shah (Firm Regn. No. 003643S) and M. M. Nissim and Co., (Firm Regn. No. 107122W) the retiring auditors, to hold office as auditors of the Company, from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company and to authorise the Board of Directors of the Company to fix their remuneration.



The Company be and is hereby accorded to the re-appointment of Mr. K M Mammen (DIN: 00020202), as Chairman and Managing Director of the Company.



The Company be and is hereby accorded to the revision in the remuneration of Mr. Arun Mammen, (DIN: 00018558), Managing Director of the Company.



The Company be and is hereby accorded to the re-appointment of Mr. Rahul Mammen Mappillai (DIN: 03325290), as Whole-time Director of the Company.



The purpose of the business of the Company, such sum(s) of money (in foreign currency or Indian rupee) from time to time with or without security on such terms and conditions as the Board of Directors may deem fit, notwithstanding that the money or monies to be borrowed by the Company together with the money already borrowed and remaining outstanding at any time may exceed the aggregate of the paid-up capital and free reserves of the Company, provided however that the money or monies to be borrowed by the Company together with the money already borrowed shall not, at any time exceed Rs. 5,000 crore.


Confidential



January to March' 2015 2/13/2015 MANAGEMENT FOR ABSTAIN


January to March' 2015 2/19/2015 AARTI INDUSTRIES Postal Ballot MANAGEMENT FOR ABSTAIN

January to March' 2015 2/19/2015 AARTI INDUSTRIES Postal Ballot MANAGEMENT FOR ABSTAIN

January to March' 2015 2/21/2015 CONTAINER CORP Postal Ballot MANAGEMENT FOR ABSTAIN


The Company be and is hereby accorded pursuant to the provisions to create such mortgages/ charges/ hypothecation in addition to the mortgages/ charges/ hypothecationcreated/ to be created by the Company or executing a declaration of a trust or other appropriate document on such terms and conditions as the Board may think fit, on the whole or substantially the whole of the Company’s undertakings an amount not exceeding `5,000 crore (Rupees Five thousand crore only) together with interest, costs, charges, expenses, remuneration of trustees and all other monies payable.



Mr. C. Govindan Kutty, Cost Accountant, 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 commencing from 01.10.2014, be paid a remuneration of `5,50,000 (Rupees Five lakhs fifty thousand only) (excluding service tax, as applicable) in additionto reimbursement of out of pocket expenses and conveyance as recommended by the audit committee and approved by the Board of Directors of the Company.




The Scheme of Amalgamation between Gogri & Sons Investments Private Limited and Alchemie Leasing and Financing Private Limited and Anushakti Holdings Limited and Anushakti Chemicals and Drugs Limited (the Transferor Companies) With Aarti Industries Limited (the Transferee Company) and their respective shareholders.




The Company and subject to sanction of the Scheme of Amalgamation of between Gogri & Sons Investments Private Limited (GSIPL) and Alchemie Leasing and Financing Private Limited (ALFPL) and Anushakti Holdings Limited (AHL) and Anushakti Chemicals and Drugs Limited (ACDL) (collectively referred to as “the Transferor Companies”) With Aarti Industries Limited (“the Transferee Company”) and their respective shareholders the issued, subscribed and paid-up equity share capital of the Company of Rs. 44,29,58,435/- (Forty four crore twenty nine lakhs fifty eight thousand four hundred thirty five) divided into 8,85,91,687 equity shares of Rs. 5/- each fully paid up shall stand cancelled to the extent of and be reduced by: (i) 2,19,12,705 (Two crore nineteen lakhs twelve thousand seven hundred and five) equity shares of Rs. 5/- (Rupees Five) each of AIL in aggregate held by the Transferor Companies in AIL/ the Transferee Company; and (ii) such additional equity shares which the Transferor Companies may acquire in AIL prior to the Effective Date..


The case may be, and all such other approvals, permissions and sanctions, as may be necessary and subject to such conditions and modifications as may be prescribed or imposed by any of them while granting such approvals, permissions and sanctions, which may be agreed to by the Company, the Scheme of Amalgamation of Gogri & Sons Investments Private Limited and Alchemie Leasing And Financing Private Limited and Anushakti Holdings Limited and Anushakti Chemicals And Drugs Limited (“the Transferor Companies”) with Aarti Industries Limited (“Transferee Company”) and their respective shareholders (the “Scheme”) be and is hereby approved.


The Board of Directors of the Company may have constituted or may thereafter constitute and/or any Director or any individual or individuals delegated with the powers necessary for the purpose) may assent or consent to and, upon the Scheme becoming effective and with effect from the Appointed Date as defined in the Scheme and pursuant to Clause 7 of the Scheme, the issued, subscribed and paid-up equity share capital of the Company of Rs. 44,29,58,435/- (Forty four crore twenty nine lakhs fifty eight thousand four hundred thirty five) divided into 8,85,91,687 equity shares of Rs. 5/- each fully paid up shall stand cancelled to the extent of and be reduced


Increase in Shareholding limit for Foreign Institutional Ivestors (FIIs) from 30% to 34% of the paid up capital of Contaner Corporation of India Ltd (CONCOR)


Confidential

January to March' 2015 2/26/2015 STATE BANK OF INDIA MANAGEMENT FOR ABSTAIN

January to March' 2015 2/26/2015 PERSISTENT SYSTEMS MANAGEMENT FOR ABSTAIN

January to March' 2015 2/27/2015 INFOSYS Postal Ballot MANAGEMENT FOR ABSTAIN

January to March' 2015 2/27/2015 INFOSYS Postal Ballot MANAGEMENT FOR ABSTAIN

January to March' 2015 3/3/2015 TATA MOTORS TYPE "A" Postal Ballot MANAGEMENT FOR ABSTAIN

January to March' 2015 3/3/2015 JSW ENERGY MANAGEMENT FOR ABSTAIN



January to March' 2015 3/3/2015 TATA MOTORS Postal Ballot MANAGEMENT FOR ABSTAIN

January to March' 2015 3/6/2015 TORRENT PHARMA Postal Ballot MANAGEMENT FOR ABSTAIN



a) To create, offer, issue and allot, such number of Equity Shares of Re. 1 each, not exceeding Rs. 15000 crores or such amount as approved by GoI & RBI subject to the condition that the Government of India Shareholding in equity share capital of the Bank does not fall below 52% at any point of time, by way of public issue or Rights issue or Private Placement, including Qualified Institutions Placement (QIP)/Global Depository Receipt (GDRs)/ American Depository Receipt (ADRs) and/or any other mode(s) or a combination(s) thereof, as may be decided by the Board.b) To decide the quantum & mode(s), number of tranches, price or prices, discount/permium, reservations to employees, customers, existing shareholders and/or any other person as decided by the Board and as provided under SEBI regulations and the timing of such issue(s), at its discretion subject to applicable Rules and Regulations and GoI & RBI approval under Section 5(2) of the State Bank of India Act, 1955.



Consent of the members be & hereby accorded to the board for capitalisation of a sum not exceeding Rs. 40,00,00,000 out of the securities premium account of the Company and transfer the same to the Share Capital of the Company for the issue of fully paid Bonus Shares of the face value of Rs. 10/- each


Prof. Jeffrey S. Lehman, Director be and is hereby appointed as an Independent Director of the Company.


Prof. John W. Etchemendy, be and is hereby appointed as an Independent Director of the Company.


To create, offer, issue and allot in one or more tranches, by way of a Rights Issue, the ordinary shares (OS) and ‘A’ ordinary shares (AOS), both of the face value of Rs.2/- each to the holders of Shares, including the Depositary on behalf of holders of American/Global Depositary Receipts existing as on a record date to be determined by the Board,does not exceed Rs.7,500 /- crores.



To create, issue, offer and allot (including with provisions for reservation on firm and /or competitive basis, of such part of issue and for such categories of persons as may be permitted), such number of equity shares of the Company (the “Equity Shares”) and/or Equity Shares through depository receipts including American Depository Receipts (“ADRs”), Global Depository Receipts (‘GDRs”) and/or Foreign Currency Convertible Bonds (“FCCBs”), Fully Convertible Debentures (“FCDs”), Partly Convertible Debentures (“PCDs”), Optionally Convertible Debentures (“OCDs”), Non-Convertible Debentures with warrants an aggregate amount not exceeding Rs. 5,000/- crore



The Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the “Board”, which term shall be deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this Resolution) to invest in / acquire the securities of any body corporate by way of subscription / purchase or otherwise, up to an amount of ` 7,500 crore over and above the present permissible limit (being 60% of Company’s paid-up share capital, free reserves and securities premium account or 100% of Company’s free reserves and securities premium account, whichever is more), notwithstanding that the aggregate of the investments so far made or to be made exceeds the limits/will exceed the limits laid down by the Companies Act.



Ms. Sheila Sangwan for the office of Director be and is hereby appointedas a Director of the Company.


To create, offer, issue and allot in one or more tranches, by way of a Rights Issue, the ordinary shares (OS) and ‘A’ ordinary shares (AOS), both of the face value of Rs.2/- each to the holders of Shares, including the Depositary on behalf of holders of American/Global Depositary Receipts existing as on a record date to be determined by the Board,does not exceed Rs.7,500 /- crores.


To Offer, create, issue and allot in one or more tranches, as the Board may deem appropriate, in terms of SEBI regulations as per other applicable rules and regulations, through one or more placement(s) of Securities for an amount not exceeding Rs. 3000 Crores in Indian rupees or an equivalent amount in Foreign Currency


To Borrow from time to time, any sum or sums of money, in any currency whether indian foreign, as may be required for the purpose of the Business of the Company, notwithstanding that the monies so borrowed together with the monies already borrowed, provided that the total amount that may be borrowed by the Board and outstanding at any point of time, shall not exceed the sum of Rs. 10,000 Crores.


Confidential




January to March' 2015 3/7/2015 AXIS BANK Postal Ballot MANAGEMENT FOR ABSTAIN













January to March' 2015 3/10/2015 ALLAHABAD BANK MANAGEMENT FOR ABSTAIN


To mortgage, hypothecate, pledge and / or charge, in addition to the mortgage, hypothecate, pledge and / or charge already created as the board may deem fit, on all or any of the movable and / or immovable properties of the Company


To raise fund through Private Placement of Unsecured / Secured Redeemable Non-Convertible Debentures / Bonds (NCDs) for an amount not exceeding of Rs. 7500 Crores


To increase the Foreign Institutional Investors (FII) / Foreign Portfolio Investors (FPI) / Non Resident Indian (NRI) Shareholding Limit in the Paid Up Share Capital of the Company


Shri V R Kaundinya, be and is hereby appointed as an Independent Director of the company.


Shri Prasad R Menon, be and is hereby appointed as an Independent Director of the company.


Prof Samir K Barua, be and is hereby appointed as an Independent Director of the company.


Shri Som Mittal, be and is hereby appointed as an Independent Director of the company.


Smt Ireena Vittal, be and is hereby appointed as an Independent Director of the company.


Shri Rohit Bhagat, be and is hereby appointed as an Independent Director of the company.


The Members of the Bank be and is hereby accorded for borrowing/raising fund in Indian currency by issue of Long Term Bonds/ Non-convertible debentures in domestic market, on a private placement basis, in one or more tranches, as per the structure and within the limits permitted by RBI, of an amount not exceeding Rs. 15,000/- Crores.



The Company be and is hereby granted for increase in the Authorized Share Capital of the company from Rs. 150,00,00,000/- divided into 75,00,00,000 equity shares of Rs. 2/- each shares of Rs. 2/- each and that the existing Clauses V of the Memorandum of Association of the company be replaced.



The company be and is hereby accorded for capitalizations of such sum standing to the credit of Securities Premium Account of the Company, as may be considered necessary by the Board of Directors of the Company, for the purpose of issue of fully paid up bonus Shares of Rs. 2/-.


TECH MAHINDRA LIMITED

Consent of the Members be & hereby accorded to the Board for Capitalisation do such sum standing to the credit of the free reserves of the Company, as may be considered necessary by the Board, for the purpose of issuance of Bonus shares of the Company

Tech Mahindra Ltd (Tech Mahindra) proposes to issue one equity share as bonus to one equity share held in the Company. The bonus issue is aimed at enhancing the liquidity of the company’s securities in the market, which will in turn increase the shareholder base of the company


Equity shares of the Company having face value of Rs. 10/- each in the Authorized Share Capital of the Company be sub-divided into 2 (Two) Equity Shares having a face value of Rs. 5/- each

Tech Mahindra proposes to sub-divide the face value of equity share from Rs.10 to Rs.5 each. The split of equity shares will enhance the liquidity of the Company’s shares in the stock market


Clause V(a) of the Memorandum of Association of the Company be & is hereby amended and substituted

The proposed split of equity shares from Rs.10 each to Rs.5 each requires amendment in the Memorandum of Association of the Company (MoA). The Company accordingly proposes to alter clause V(a) in its MoA. The proposed clause reads: “The authorized share capital of the Company is Rs.6.34 bn comprising 1.27 bn equity shares of Rs.5 each”.


Article 3 of the Articles of Association of the Company be & is hereby amended and subsituted

The proposed split of equity shares from Rs.10 each to Rs.5 each requires amendment in the Articles of Association of the Company. The proposed clause 3 reads: “The authorized share capital of the Company shall be as stated in clause V(a) of the Memorandum of Association".


To elect upto THREE directors from amongst the shareholders of the Bank, other than the Central Government,



To create, offer, issue and allot upto 2,67,69,282 (Two crore sixty seven lac sixty nine thousand two hundred and eighty two) equity shares of face value of 10/-(Rupees ten only) each for cash at an Issue Price of 119.54 (Rupees one hundred nineteen and paise fifty four only) per share including premium of 109.54 (Rupees one hundred nine and paise fifty four only) per share as determined by the Board/Committee in accordance with Regulation 76 (1) of SEBI (ICDR) Regulations, 2009 as amended and other applicable Laws, Rules and Regulations, if any, aggregating upto 320.00 crore


Confidential


January to March' 2015 3/11/2015 BAJAJ FINANCE LIMITED Postal Ballot MANAGEMENT FOR FOR



January to March' 2015 3/12/2015 ANDHRA BANK MANAGEMENT FOR ABSTAIN

January to March' 2015 3/12/2015 ANDHRA BANK MANAGEMENT FOR ABSTAIN





To create, offer, issue and allot upto such number of equity shares of the face value of 10/-(Rupees ten only) each for cash at such Issue Price per equity share including premium as determined by the Board/Committee in accordance with Regulation 85(1) of SEBI (ICDR) Regulations, 2009 as amended and other applicable Laws, Rules and Regulations, if any, aggregating upto 500.00 Crore (Rupees five hundred crore only) to Qualified Institutional Buyers on Qualified Institutions Placement (QIP) basis in such a manner that the Government of India (President of India) shall continue to hold not less than 52.00% of the paid-up Equity Capital of the Bank


The company be and is hereby accorded to the board of directors of the company to borrow from time to time such sum or sums of money as it may deem requisite for the purpose of the business of the company notwithstanding that moneys to be borrowed together with moneys already borrowed by the company (including the temporary loans obtained / to be obtained from the company’s bankers in the ordinary course of business) will exceed the aggregate of the paid-up share capital of the company and its free reserves, provided that the total amount upto which moneys may be borrowed by the board of directors shall not exceed the sum of Rs.50,000 crore

In order to comply with the provisions of Section 180 (1) (c) of the Companies Act 2013, Bajaj Finance Company Ltd. (BFL) seeks shareholder approval by way of a special resolution to increase its borrowing limit from Rs. 300 bn to Rs 500 bn.As on 31 December 2014, the NBFC had a debt of Rs. 249.3 bn as against a networth of Rs. 44.6 bn. The NBFC is well capitalized - its overall capital adequacy ratio of 18.7% is much higher than RBI’s minimum requirement of 15%. Further, BFL’s debt is rated CRISIL AA+/Stable/CRISIL A1+, which indicates an adequate degree of safety regarding timely servicing of financial obligations.

To mortgages, charges, liens, hypothecation and/or other securities created by the company, on such terms and conditions as the board at its sole discretion may deem fit, of the company’s assets and properties, both present and future, whether movable or immovable, including the whole or substantially the whole of the company’s undertaking or undertakings, in favour of the banks / financial institutions /other lenders / fixed deposit trustee/ debenture trustee / security trustee as may be agreed to by the board of directors of the company, for the purpose of securing the repayment of any loans / financial assistance (whether in Rupees or in foreign currency), debentures or bonds or other instruments issued to the public and/or on private placement basis and/or in any other manner, subject to a maximum of Rs. 50,000 crore


The board of directors be and is hereby authorised to do all such acts, deeds, matters and things as may be necessary, desirable or expedient to give effect to this resolution.”

BFL proposes to adopt a new set of Articles of Association, in substitution for, and to the exclusion of, the existing Articles of Association (which are based on the Companies Act 1956) of the Company, in order to make its Articles of Association in tandem with the Companies Act 2013. Pursuant to Section 14 of the Companies Act, 2013, approval of shareholders by way of a special resolution is required for adoption of a new set of Articles of Association of the Company.


To elect THREE Directors from amongst shareholders of the Bank other than Central Government.



Raising of Capital by issuance of equity shares by way of preferential allotment to Government of India.



Amenmend in the existing Clauses in the Memorandum of Associations be and are hereby substituted.

The amendments are related to creating charge on assets, and updating the authorized share capital clause of the company. Now as per the new amendment certain sections are inserted in the existing clause to align the article with the respective section of Companies Act, 2013


Amend in the existing Clauses in the Articles of Association be and are hereby substituted.

The company’s existing articles are based on the Companies Act, 1956. Several regulations in the existing Articles of Association (AoA) contain references to specific sections of the Companies Act, 1956 and some regulations in the existing AoA are no longer in conformity with the Act. We observe that the amendments are mostly to align the existing article of the company with the clause of Companies Act, 2013


To accord of land with buildings, located at Sri Maruthi Nagar, Garhi Harsaru, Gateway Rail Freight Limited, for a considerations of Rs. 74.90 Crores.

GRFL is in the business of operating container trains and rail linked inland container depots. The land for the sale is located adjacent to GRFL’s rail terminal at Garhi Harsaru Gurgaon. Presently, this facility is used by GRFL under an Operations and Management agreement with the company. After the sale, GRFL will be able to further develop and utilize this facility for its container rail related business.The company has stated that the consideration for the transaction is based on the prevailing market prices, which is valued by an independent valuer. As per the independent valuation the price of sale is estimated at Rs.68.5 mn per an acre of land.

Confidential

January to March' 2015 3/16/2015 VA TECH WABAG Postal Ballot MANAGEMENT FOR ABSTAIN

January to March' 2015 3/16/2015 VA TECH WABAG Postal Ballot MANAGEMENT FOR ABSTAIN





January to March' 2015 3/20/2015 A C C MANAGEMENT FOR ABSTAIN

January to March' 2015 3/20/2015 A C C MANAGEMENT To declare final dividend FOR ABSTAIN





The Company be and is hereby accorded for re-classification of the Authorised Share Capital of the Company from Rs.15,00,00,000 (Rupees Fifteen Crores Only) divided into 5,08,75,000 (Five Crores Eight Lakhs Seventy Five Thousand) Ordinary (Equity) Shares of Rs.2/- (Rupees Two Only) each and 48,25,000 (Forty Eight Lakhs Twenty Five Thousand) Preference Shares of Rs.10/- (Rupees Ten Only) each to Rs.15,00,00,000 (Rupees Fifteen Crores Only) divided into 7,50,00,000 (Seven Crores Fifty Lakhs) Equity Shares of Rs.2/- (Rupees Two Only) each and that the existing Clause V of the Memorandum of Association of the Company be replaced.


The Company, as may be considered necessary by the Board of Directors, for the purpose of issue of fully paid-up bonus shares of Rs.2/- (Rupees Two Only) each in the proportion of one equity share for every one equity share held by the members of the Company whose names appear in the Register of Members maintained by the Company/List of Beneficial Owners of the Depository as on the record date to be determined by the Board..



The company be and is hereby accorded to the re-appointment of Mr. Madhusudhan Rao Divi, as Director - Project of the company.

Madhusudana Rao Divi’s FY14 remuneration aggregating Rs.9.9 mn and his proposed remuneration of Rs.12.9 mn is in line with industry peers and commensurate to the size of the business


The company be and is hereby accorded to the re-appointment of Mr. Kiran S Divi, as Director & President - Operations of the company.

Kiran S Divi’s FY14 remuneration aggregating Rs.117.7 mn and his proposed remuneration of Rs.120.4 mn is higher than industry peers, and not commensurate to the size of the business. We are in favour of his reappointment but not in favour of the proposed remuneration. As both the reappointment and the remuneration resolutions are clubbed, we are voting AGAINST the resolution

POLARIS CONSULTING AND SERVICES LIMITED


The Board of Directors be and is hereby approved and the Board is hereby authorized on behalf of the Company to grant from time to time options to apply for equity shares and securities convertible into equity shares and shall include American Depository Receipts (ADRs), Global Depository Receipts (GDRs) or other depository receipts representing underlying equity shares or securities convertible into equity shares to eligible associates (Employees) of the Company (including Directors of the Company, whether whole time Director or not but excluding Independent Directors), provided that the number of Options that can be granted as reduced by the Options lapsed, surrendered, or cancelled shall not exceed 50,00,000 (Fifty lakhs only) convertible into equivalent number of Equity Shares of Rs.5/- (Rupees Five) each, subject to any increase or decrease in the number of options of ASOP 2015 due to any Corporate Action(s) such as issue of Bonus Shares, Split or Consolidation of Shares of the Company.


POLARIS CONSULTING AND SERVICES LIMITED


The benefits of the Associate Stock Option Plan 2015 (ASOP 2015) be extended to eligible associates (including Directors of the Company, whether Whole Time Director or not but excluding Independent Directors) of the Subsidiary and / or holding company and / or Associate Company of the Company on the terms and conditions as may be specified in ASOP 2015.



To consider and adopt the Audited Financial Statements of the Company for the financial year ended December 31, 2014 and the Reports of the Board of Directors and the Auditors thereon





To appoint a Director in place of Mr. Bernard Fontana having Director Identification Number 05178749, who retires by rotation and is eligible for re-appointment



To appoint a Director in place of Mr. Aidan Lynam having Director Identification Number 03058208, who retires by rotation and is eligible for re-appointment.



Messrs S R B C & CO LLP, Chartered Accountants be and are hereby re-appointed as Statutory Auditors of the Company for the Company’s financial year, 2015, to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting of the Company on such remuneration



Messrs. N I Mehta & Company, Cost Accountants having Firm Registration No. 000023 appointed by the Board of Directors of the Company to conduct the audit of the cost records of the Company for the financial year 2014, amounting to Rs.10 lakhs (Rupees Ten 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 aforesaid audit be and is hereby ratified and confirmed


Confidential


January to March' 2015 3/20/2015 DABUR INDIA Postal Ballot MANAGEMENT FOR ABSTAIN

January to March' 2015 3/20/2015 WOCKHARDT Postal Ballot MANAGEMENT FOR ABSTAIN




January to March' 2015 3/22/2015 PTC INDIA LIMITED Postal Ballot MANAGEMENT FOR FOR











Members be and is hereby accorded to the payment of commission for a period of five years commencing from January 1, 2015 to the Non Executive Directors of the Company as may be decided by the Board from time to time, provided that the total commission payable to the Non Executive Directors per annum shall not exceed one percent of the net profits of the Company


The Company be and is hereby accorded to authorize the Board of Directors, to give any loan to any person or other body corporate, give any guarantee or provide security in connection with a loan to any other body corporate or person and acquire by way of subscription, purchase or otherwise the securities of any other body corporate, as they may deem fit in the interest of the Company and at such time or times and in such form or manner as they may think fit, notwithstanding that the aggregate of loans or guarantees or any security in connection with a loan, or the acquisition of any securities, as aforesaid, to be given/made together with loans or guarantees or any security in connection with a loan or the acquisition of any securities, as aforesaid, already given/ made by the Company, may exceed 60% of the aggregate of the paid up share capital, free reserves and securities premium account or 100% of the free reserves and securities premium account of the Company, whichever is more, provided however, that the aggregate of the loans or guarantees or any security in connection with a loan or the acquisition of any securities, as aforesaid, shall not exceed Rs. 40,00,00,00,000/-


Company be and is hereby accorded to shift the Registered Office of the Company from Wockhardt Towers, Bandra-Kurla Complex, Bandra (East), Mumbai – 400 051 to Wockhardt Research Centre, D-4, M.I.D.C, Chikalthana, Aurangabad – 431 006, within the State of Maharashtra


Company be and is hereby accorded to keep the Register of Members and other registers/ records to be maintained under Section 88(1) of the Act and copies of the Annual Returns filed under Section 92 of the Act at the Corporate Office of the Company situated at Wockhardt Towers, Bandra – Kurla Complex, Bandra (East), Mumbai - 400 051 or at the office of Registrar and Share Transfer Agent at Mumbai. (i.e. place other than Registered Office where the Registers, returns and other documents are proposed to be kept)


Board to exercise the powers conferred on the Board by this Resolution), to give loans to any person or to other body corporate and / or to give any guarantee or to provide security in connection with a loan given to any person or other body corporates and / or to acquire by way of subscription, purchase or otherwise, the securities of any other body Corporate upto an aggregate amount not exceeding Rs. 3000 crore (Rupees Three Thousand Crore Only) including the limit specified under sub-section (3) of section 186 of the Companies Act, 2013


Re-appointment of Dr. Habil Khorakiwala as a Chairman of the Company for a period of 5 years w.e.f. 1st March, 2015 to 29th February, 2020 and to fix his remuneration


The Listing Agreement, Shri Dhirendra Swarup , be and is hereby appointed as an Independent Director of the company.

Dhirendra Swarup is a Govt. certified Public Auditor and a Fellow of Institute of the Public Auditors of India. His reappointment is in line with all the statutory requirements.

The Listing Agreement, Shri. Harbans Lal Bajaj, be and is hereby appointed as an Independent Director of the company.

Harbans Lal Bajaj is Fellow - The Institute of Electrical and Electronics (IEEE), U.S.A and Fellow - The Institute of Engineers (India). His reappointment is in line with all the statutory requirements.

The Listing Agreement, Shri.Ved Kumrai Jain , be and is hereby appointed as an Independent Director of the company.

Ved Kumar Jain is a fellow member of the Institute of Chartered Accountants of India ('ICAI') and holds three Bachelor's degrees in law, science & economics. His reappointment is in line with all the statutory requirements.

The Listing Agreement, Shri.Anil Razdan , be and is hereby appointed as an Independent Director of the company.

Anil Razdan, IAS (Retd.), had joined the Indian Administrative Service in 1973. His reappointment is in line with all the statutory requirements.

The Listing Agreement, Shri.Dipak Chatterjee , be and is hereby appointed as an Independent Director of the company.

Dipak Chatterjee, IAS (retired), studied in St. Stephens College, Delhi and obtained an M.Sc (Physics) degree. His reappointment is in line with all the statutory requirements.

The Listing Agreement, Shri.Srinivasan Balachandran , be and is hereby appointed as an Independent Director of the company.

Srinivasan Balachandran is an Ex-Addl. member (Budget), Ministry of Railways & Ex Managing Director Indian Railways Finance Corporation. His reappointment is in line with all the statutory requirements.

PTC INDIA FINANCIAL SERVICES LIMITED

Dr. Uddesh Kumar Kohli, be and is hereby appointed as an Independent Director of the Company.



Mr. Surinder Singh Kohli, be and is hereby appointed as an Independent Director of the Company.



Mr. Ramarao Muralidharan Coimbatore, be and is hereby appointed as an Independent Director of the Company.



Mr. Ved Kumar Jain, be and is hereby appointed as an Independent Director of the Company.


Confidential


January to March' 2015 3/24/2015 STATE BANK OF INDIA MANAGEMENT FOR ABSTAIN

January to March' 2015 3/24/2015 SYNDICATE BANK MANAGEMENT FOR ABSTAIN






January to March' 2015 3/26/2015 BANK OF BARODA MANAGEMENT FOR ABSTAIN

January to March' 2015 3/26/2015 INDUSIND BANK LTD Postal Ballot MANAGEMENT FOR ABSTAIN

January to March' 2015 3/28/2015 RELIANCE INDUSTRIES Postal Ballot MANAGEMENT FOR ABSTAIN







January to March' 2015 3/28/2015 I D F C Postal Ballot MANAGEMENT FOR ABSTAIN


Mr. Surender Kumar Tuteja, be and is hereby appointed as an Independent Director of the Company.



The Shareholders of the Bank be and is hereby accorded to the Central Board of Directors of the Bank, to exercise its powers including the powers conferred by this resolution to create, offer, issue and allot such number of Equity Shares of Rupee.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 upto Rs. 2970 crores.



The Bank be and is hereby accorded to the Board of Directors of the Bank, to raise capital by creating, offering, issuing and allotting upto 3,74,74,541 equity shares of face value of Rs. 10/- each for cash at Rs. 122.75 determined by the Board in accordance to Rs. 460.00 Crore



Appointment of Mr. Narendra P Sarda (DIN: 03480129), be & herby appointed as an Independent Director of the Company, not liable to retire by rotation

Narendra P Sarda’s appointment is in line with all statutory requirements.

MAHARASHTRA SEAMLESS LIMITED

Board or any person(s) authorized by the Board to exercise the powers conferred on the Board by this Resolution), to give loans to any person(s) and/ or body(ies) corporate and/or give any guarantee or provide security in connection with a loan to any person(s) and/ or body(ies) corporate and/or acquire, by way of subscription, purchase or otherwise, the securities of other body(ies) corporate, whether existing or to be formed, upto an aggregate amount not exceeding Rs. 3,500 Crore


SHRIRAM TRANSPORT FINANCE COMPANY LIMITED

Mr. Amitabh Chaudhry (DIN 00531120), be and is hereby appointed as an Independent Director of the Company to hold office for a term of five years with effect from January 24th, 2015 and whose office shall not be liable to retire by rotation

Amitabh Chaudhry’s reappointment is in line with all the statutory requirements.


Mr. S Lakshminarayanan (DIN 02808698), be and is hereby appointed as an Independent Director of the Company to hold office for a term of five years with effect from January 24th, 2015 and whose office shall not be liable to retire by rotation

S Lakshminarayanan’s reappointment is in line with all the statutory requirements.


Mrs. Kishori Udeshi (DIN 01344073), be and is hereby appointed as an Independent Director of the Company to hold office for a term of five years with effect from January 24th, 2015 and whose office shall not be liable to retire by rotation

Kishori Udeshi’s reappointment is in line with all the statutory requirements.


To create, offer, issue and allot up to such number of equity shares of Rs. 2/- each (Rupees Two only) for cash at a premium to be determined in accordance with SEBI ICDR Regulations, aggregating upto Rs. 1260/- crore (Rupees One Thousand Two Hundred and Sixty Crore only), on preferential basis to Government of India.”


The Bank be and is hereby accorded for borrowing/ raising of funds in Indian currency by issue of Long - term Infrastructure Bonds and Subordinated Non - Convertible Debentures (NCDs)/ Bonds eligible to be included as additional Tier 1(AT1) and Tier 2(T2) Capital of the Bank in Domestic Market, on Private Placement basis, in one or more tranches under one more shelf disclosure documents and/ or one more Letters of Offer and such terms and conditions for each series/ tranches including the price, coupon, premium, discount, tenor, etc., as deemed fit by the Board for an amount not exceeding Rs. 2,000 Crores


Shri Mansingh L. Bhakta (DIN: 00001963), be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation


Dr. Dharam Vir Kapur (DIN: 00001982), be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation


Prof. Dipak C. Jain (DIN: 00228513), be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation


Dr. Raghunath A. Mashelkar (DIN: 00074119), be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation


Shri Maheswar Sahu (DIN: 00034051), be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation


Clause III.A of the Memorandum of Association of the Company relating to its Objects be and is hereby altered by adding the following sub-clauses as new sub-clauses 5, 6 and 7 after the existing sub-clause 4 in Clause III.A


Company be and is hereby accorded to the re-appointment of Shri Hital R. Meswani (DIN: 00001623) as a Whole-time Director of the Company


Mr. Surinder Singh Kohli (DIN: 00169907), be and is hereby appointed as an Independent Director of the Company and who shall not be liable to retire by rotation


Confidential








Ms. Marainne Okland (DIN: 03581266), be and is hereby appointed as an Independent Director of the Company and who shall not be liable to retire by rotation


Mr. Omkat Goswami (DIN: 00004258), be and is hereby appointed as an Independent Director of the Company and who shall not be liable to retire by rotation


Approval of the members be & hereby accorded for the amendment to the Articles of Association of the company by inserting new Article No. 60A after the existing Article of 60.


Creation of Charge/Hypothecation of assets of the Company, in respect of the borrowings of the Company, under Section 180(1)(a) of the Companies Act, 2013



To Amend the objects Clause III (A) of the Memorandum of the Association of the company.

Puravankara Projects Ltd. (Puravankara) wishes to change its objects Clause III (A) 1 of its MoA to add new businesses which the company proposes to start. The new businesses are closely connected with the existing operations and the resultant synergies will help improve profitability.Alterations in Clause III (A) 2 are enabling resolutions to clarify / explain / add to the main objects of the Company. The said changes have been proposed to keep pace with the change in way of doing businesses / technology / processes etc.Puravankara also proposes to change Clause III (B) 44 under which the Company can avail Loans from Banks & Financial institutions & other lenders by creating a charge on the assets of its wholly owned subsidiaries / LLP’s etc.The Current MoA and AoA allow the company to carry on business under an Other Objects Clause III (C) 45 which is not provided for under the Companies Act 2013. Therefore Puravankara proposes to incorporate the Other Objects Clause III (C) 45 in the objects clause III (B) 45 of the MOA.Puravankara also proposes to insert Clause III (B) 46 to enable the company to carry on CSR activities as allowed under the Companies Act 2013.The existing Part C viz. ‘OTHER OBJECTS’ (Clauses III (C) 45 to III (C) 49) is proposed to be deleted to comply with the provisions of PURAVANKARA

PROJECTS LIMITEDThe Memorandum of Association be and is hereby altered by replacing the same with the new Clause IV.

Puravankara proposes to alter the liability clause to limit the liability of shareholders to the amount unpaid by them in order to comply with the Companies Act, 2013.


The company be and is hereby altered by replacing all the Existing regulations 1 to 179 with the New Regulations 1 to 182 and the same be adopted as the Articles of Associations of the company.

Puravankara proposes to adopt a new set of Articles of Association that will completely replace the existing Articles of Association (which are based on the Companies Act 1956) of the Company in order to comply with the Companies Act 2013. According to the Act approval of shareholders by way of a special resolution is required for adoption of a new set of Articles of Association of the Company.

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