F.Y. Quarter Total no. of resolutions For Against Abstained

2017 -2018 Quarter - I (April 2017 to June 2017) 142 139 3 02017 -2018 Quarter - II (July 2017 to Sept 2017) 1135 1045 62 282017 -2018 Quarter - III (Oct 2017 to Dec 2017) 42 38 4 02017 -2018 Quarter - IV (Jan 2018 to Mar 2018) 68 62 6 0

Grand Total 1387 1284 75 28

Quarter Meeting Date Company Name

Type of meetings (AGM/EGM/POSTAL BALLOT/ CCM)

Proposal by Management or Shareholder Resolution # Proposal's description

Investee company’s Management Recommendation

Vote (For/ Against/ Abstain)* Reason supporting the vote decision

Quarter I 05-Apr-2017 GRASIM INDUSTRIES LTD. Postal Ballot Management 1 Approve a Composite Scheme of Arrangement between Aditya Birla Nuvo Limited and Grasim Industries Limited and For Against The addition of several new businesses will add to the complexity of Grasim’s already diversified business profile. The merger Quarter I 09-Apr-2017 ADITYA BIRLA NUVO LTD. Postal Ballot Management 1 Approve a Composite Scheme of Arrangement between Aditya Birla Nuvo Limited and Grasim Industries Limited and For Against In the absence of explicit support from Grasim, the financial services business is unlikely to materially benefit in its cost of Quarter I 15-Apr-2017 TATA CONSULTANCY SERVICES LTD. Postal Ballot Management 1 Buyback of upto 56.1 mn equity shares at Rs. 2850 per share (face value Rs. 1) through a tender offer, aggregate For For The buyback will be open to all equity shareholders, including promoters. Promoter participation will be to the extent of their Quarter I 24-Apr-2017 HEXAWARE TECHNOLOGIES LTD. NCM Management 1 Approve merger of Risk Technology International Limited (wholly-owned subsidiary) with Hexaware Technologies For For The capital structure and shareholding pattern of Hexaware Technologies Limited post the merger will remain the same since Quarter I 08-May-2017 TATA CHEMICALS LTD. NCM Management 1 Slump sale of the urea and customized fertilizers business at its Babrala plant to Yara Fertilisers India Private Limited For For Tata Chemicals Limited (TCL) proposes to divest its urea and customized fertilizers business at Babrala, Uttar Pradesh, as a Quarter I 09-May-2017 ZEE ENTERTAINMENT ENTERPRISES LTD. NCM Management 1 Approve acquisition of (a) the television business of Reliance Big Broadcasting Private Limited (RBBPL), (b) the For For The company proposes to acquire the TV Broadcasting businesses of three Reliance entities which comprises two operational Quarter I 09-May-2017 KOTAK MAHINDRA BANK LTD. EGM Management 1 To increase ceiling limit on total holdings of FII / FPIs to a maximum of 49% of the paid-up capital For For Kotak Mahindra Bank (Kotak Bank) currently has shareholder approval for FPI / FII holding at 42% of the paid-up equity Quarter I 09-May-2017 KOTAK MAHINDRA BANK LTD. EGM Management 2 To issue securities upto 62.0 mn equity shares by way of public issue / private placement / rights issue or qualified For For Kotak Bank has been asked by the RBI to reduce its promoter stake. The first milestone to be achieved by the Bank is to bring Quarter I 09-May-2017 A B B INDIA LTD. AGM Management 1 Adoption of financial statements for the year ended 31 December 2016 For For Normal. Quarter I 09-May-2017 A B B INDIA LTD. AGM Management 2 To declare final dividend of Rs.4.0 per equity share (face value Rs.2) For For ABB India Limited (ABB) has paid final dividend of Rs. 4. 0 per equity share of face value Rs. 2. 0 for the year ended 31 Quarter I 09-May-2017 A B B INDIA LTD. AGM Management 3 Reappoint Tarak Mehta as Non-Executive Non-Independent Director For For Tarak Mehta is President, Electrification Products division of ABB Limited, Switzerland. His reappointment is in line with all Quarter I 09-May-2017 A B B INDIA LTD. AGM Management 4 Appoint B S R & Co LLP as statutory auditors for a period of five years and fix their remuneration For For B S R & Co LLP’s appointment is in line with our Voting Policy on Auditor Rotation and with the requirements of Section 139 Quarter I 09-May-2017 A B B INDIA LTD. AGM Management 5 Fix commission for non-executive directors at an amount not exceeding 1% of net profits for five years from 1 January For For The board is seeking approval of shareholders to fix payment of commission to non-executive directors at an amount not Quarter I 09-May-2017 A B B INDIA LTD. AGM Management 6 Approve remuneration of Rs. 3.3 mn for Ashwin Solanki & Associates as cost auditors for the financial year ending 31 For For The total remuneration proposed is reasonable compared to the size and scale of the company’s operations. Quarter I 09-May-2017 A B B INDIA LTD. AGM Management 7 To amend the Object Clause of the Memorandum of Association (MOA) of the company For For The existing MoA of the company was originally adopted at incorporation and amendments were carried out as and when Quarter I 09-May-2017 A B B INDIA LTD. AGM Management 8 Adoption of a new set of Articles of Association (AoA) of the company containing regulations in line with the For For ABB proposes to adopt a new set of Articles of Association (AoA) to delete/ amend the references to various sections and Quarter I 11-May-2017 I T D CEMENTATION INDIA LTD. AGM Management 1 Adoption of standalone and consolidated accounts for the year ended 31 December 2016 For For Normal. Quarter I 11-May-2017 I T D CEMENTATION INDIA LTD. AGM Management 2 Declare final dividend of Re. 0.3 per equity share (face value Re. 1.0) For For The company proposes to pay a dividend of Re. 0. 3 per equity share. It last paid a dividend of Re. 0. 1 in 2013. The total Quarter I 11-May-2017 I T D CEMENTATION INDIA LTD. AGM Management 3 Reappoint Premchai Karnasuta as a Non-Executive Non-Independent Director For Against Premchai Karnasuta is the President of ITD Public Co. Ltd, Thailand (Promoter) and has served on the board of the company Quarter I 11-May-2017 I T D CEMENTATION INDIA LTD. AGM Management 4 Reappoint Walker Chandiok & Co LLP as statutory auditors for five years For For Walker Chandiok & Co LLP have been auditing the accounts of the company for past five years. Their reappointment as the Quarter I 11-May-2017 I T D CEMENTATION INDIA LTD. AGM Management 5 Approve remuneration of Rs. 0.5 mn for cost auditor in 2017 For For The board has approved the appointment of Suresh Damodar Shenoy as cost auditors for 2017 for a total remuneration of Quarter I 11-May-2017 I T D CEMENTATION INDIA LTD. AGM Management 6 Approve the conversion of loan into equity of the company, on the occurrence of default by the company to For For This is an enabling resolution for the lenders to invoke SDR and convert the loan into equity shares of the company, if the Quarter I 11-May-2017 NESTLE INDIA LTD. AGM Management 1 Adoption of financial statements for the year ended 31 December 2016 For For Normal. Quarter I 11-May-2017 NESTLE INDIA LTD. AGM Management 2 Declaration of final dividend of Rs. 23.0 per share (FV Rs. 10 each) and confirmation of total interim dividend of Rs. 40 For For Nestlé India Limited (Nestlé) proposes to pay a final dividend of Rs. 23. 0 per share of face value Rs. 10 for the year ended 31 Quarter I 11-May-2017 NESTLE INDIA LTD. AGM Management 3 Reappoint Shobinder Duggal as Director For For Shobinder Duggal is the Executive Director – Finance & Control and the CFO of the company. He retires by rotation. His Quarter I 11-May-2017 NESTLE INDIA LTD. AGM Management 4 Appoint BSR & Co. LLP as statutory auditors for five years and fix their remuneration For For BSR & Co. LLP’s appointment is in line with our Voting Policy on Auditor Rotation and with the requirements of Section 139 Quarter I 11-May-2017 NESTLE INDIA LTD. AGM Management 5 Ratify remuneration of Rs. 192,000 (plus service tax and out of pocket expenses) for Ramanath Iyer & Co. as cost For For The board has approved the appointment of Ramanath Iyer & Co. As cost auditors for the records of the milk food products Quarter I 11-May-2017 NESTLE INDIA LTD. AGM Shareholder 6 Appoint Martin Roemkens (DIN 07761271) as Whole-Time director For For Martin Roemkens, 47, is the Former Technical Manager of Nestlé’s North East Africa Region. He was appointed as an Quarter I 11-May-2017 NESTLE INDIA LTD. AGM Management 7 Appoint Martin Roemkens (DIN 07761271) as Director-Technical for a term of five years from 1 April 2017 and fix his For For Martin Roemkens has over 20 years of experience in Technical and Production functions and has held senior management Quarter I 11-May-2017 NESTLE INDIA LTD. AGM Shareholder 8 Appoint Ms. Rama Bijapurkar (DIN 00001835) as an Independent Director for a term of five years from 1 May 2017 For For Rama Bijapurkar serves as an Independent Consultant. She has over 30 years of experience in marketing strategy consulting Quarter I 12-May-2017 H C L TECHNOLOGIES LTD. Postal Ballot Management 1 Buyback of equity shares upto Rs.35 bn at a price of Rs. 1000 per share through a tender offer For For At the buyback price of Rs. 1000 per share, the company will buyback 35 mn equity shares resulting in a 2. 45% reduction in Quarter I 16-May-2017 MOTHERSON SUMI SYSTEMS LTD. Postal Ballot Management 1 Creation of charges/ mortgages over shares of MSSL (GB) Ltd held by the company upto Rs.22 bn to secure For For Motherson Sumi Systems Limited (MSSL) acquired PKC Group Plc, Finland. To fund this acquisition, the company and its step-Quarter I 19-May-2017 CREDIT ANALYSIS & RESEARCH LTD. Postal Ballot Management 1 To change the name of the company from ‘Credit Analysis & Research Limited’ to ‘CARE Ratings Limited For For The proposed name is an abbreviation of its current name and its brand name. The company is of the opinion that the Quarter I 03-Jun-2017 WIPRO LTD. Postal Ballot Management 1 Increase in the equity shares component of the authorised share capital to Rs. 11 bn (5.5 bn equity shares of Rs. 2 For For Wipro proposes to increase the equity shares component of its authorized equity capital from 2. 9 bn shares to 5. 5 bn Quarter I 03-Jun-2017 WIPRO LTD. Postal Ballot Management 2 Issue of one bonus share for every share held For For The bonus shares are being issued to improve stock liquidity. Wipro will be capitalizing free reserves of Rs 4. 9 bn from overall Quarter I 04-Jun-2017 BIOCON LTD. Postal Ballot Management 1 Approve increase in the authorised share capital to Rs.3.00 bn (600.0 mn equity shares of Rs.5 each) and consequent For For Biocon proposes to increase the equity shares component of its authorized equity capital from 220. 0 mn shares of Rs. 5 Quarter I 04-Jun-2017 BIOCON LTD. Postal Ballot Management 2 Approve issue of two bonus shares for every share held For For The bonus shares are being issued to improve stock liquidity. Biocon will be capitalizing general reserves of Rs 2. 0 bn from Quarter I 06-Jun-2017 YES BANK LTD. AGM Management 1 a. Adoption of financial statements for the year ended 31 March 2017; b. Adoption of consolidated financial For For Normal. Quarter I 06-Jun-2017 YES BANK LTD. AGM Management 2 To declare dividend of Rs 12 on equity shares of face value Rs 10 For For For the year ended 31-Mar-2017, YES Bank proposes to pay a final dividend of Rs. 12. 0 per share, up 20% from Rs 10 paid in Quarter I 06-Jun-2017 YES BANK LTD. AGM Management 3 To reappoint Ajai Kumar (DIN: 02446976) as non-executive non-independent director For For Ajai Kumar has been senior Strategic Advisor of the Bank from July 2014 to January 2016. Prior to this he was CMD – Quarter I 06-Jun-2017 YES BANK LTD. AGM Management 4 To ratify appointment of B.S.R. & Co. LLP.as statutory auditors For For BSR and Co. (KPMG Group) were the auditors prior to FY12. YES Bank appointed BSR & Co LLP again as statutory auditors for Quarter I 06-Jun-2017 YES BANK LTD. AGM Management 5 To approve remuneration of Ashok Chawla as Non-Executive Part-Time Chairperson for a period of three years For For Ashok Chawla is Chairperson, National Stock Exchange (NSE) and former Chairperson of Competition Commission of India. Quarter I 06-Jun-2017 YES BANK LTD. AGM Management 6 To increase borrowing limits from Rs 500 bn to Rs 700 bn For For The Bank is well capitalized - its capital adequacy ratio of 17. 0% is much higher than RBI’s minimum requirement under Quarter I 06-Jun-2017 YES BANK LTD. AGM Management 7 To borrow / raise funds in Indian/foreign currency by issue of debt securities including but not limited to non- For For YES Bank seeks approval to borrow/raise funds in Indian /foreign currency by issue of debt securities in one or more tranches Quarter I 06-Jun-2017 YES BANK LTD. AGM Shareholder 8 To appoint Ms. Debjani Ghosh (DIN: 07820695) as Independent Director for a period of five years from date of the For For Ms. Debjani Ghosh is the former Vice President, Sales & Marketing Group (SMG), Intel, and Managing Director, Intel South Quarter I 07-Jun-2017 FEDERAL BANK LTD. Postal Ballot Management 1 To issue equity securities of up to Rs 25 bn by way of public issue/rights issue/ preferential issue/ private placement/ For For Federal Bank’s Common Equity Tier 1 (CET 1 Capital) as on 31 March 2017 is 11. 8% (far lower than 14. 8% as on 31 March Quarter I 07-Jun-2017 FEDERAL BANK LTD. Postal Ballot Management 2 To increase ceiling limit on total holdings of FII / FPIs from 49% to a maximum of 74% of the paid-up capital For For Federal Bank’ aggregate FII and FPI holding as on 31 March 2017 is 46. 3% of its paid-up equity share capital. In line with the Quarter I 12-Jun-2017 I C I C I BANK LTD. Postal Ballot Management 1 Increase in authorised share capital and consequent alteration to the capital clause of the Memorandum of For For ICICI Bank proposes to increase the equity shares component of its authorized equity capital from 6. 3 bn shares to 10. 0 bn Quarter I 12-Jun-2017 I C I C I BANK LTD. Postal Ballot Management 2 Alteration of Articles of Association For For The capital clause of the Articles of Association would require amendment to accommodate the bonus issue proposed in Quarter I 12-Jun-2017 I C I C I BANK LTD. Postal Ballot Management 3 Issue of bonus shares, one share for every ten shares held For For For the bonus shares ICICI Bank will be capitalizing ~Rs 1. 2 bn from the securities premium account as on 31 March 2017. Quarter I 12-Jun-2017 I C I C I BANK LTD. Postal Ballot Management 4 To amend the exercise period of options granted under the Employee Stock Option Scheme to a period not exceeding For For ICICI Bank proposes to revise the exercise period from 10 years of date to vesting to a period upto 10 years from vesting as Quarter I 13-Jun-2017 MAHINDRA & MAHINDRA LTD. NCM Management 1 Demerge the two-wheeler business of Mahindra Two Wheelers Ltd. (MTWL), a 92.25% step-down subsidiary, and For For The outside shareholders of MTWL (they hold 7. 75% in MTWL) will be issued 0. 5mn equity shares, which will dilute existing Quarter I 13-Jun-2017 INDRAPRASTHA GAS LTD. Postal Ballot Management 1 To increase the shareholding limit for Registered Foreign Portfolio Investors (RFPIs) and Foreign Institutional For For The RFPIs and FIIs may invest in the equity shares of a company upto the sectoral cap/ statutory limit subject to shareholder Quarter I 14-Jun-2017 PIRAMAL ENTERPRISES LTD. Postal Ballot Management 1 To issue securities upto Rs. 50.0 bn For For The company proposes to issue securities like equity shares, GDRs, ADRs, FCCBs, CDs upto Rs. 50. 0 bn. Assuming current Quarter I 15-Jun-2017 STATE BANK OF INDIA EGM Management 1 To elect Sanjiv Malhotra as shareholder director For For The initial EGM notice sent out by the bank did not contain the names of shareholders seeking appointment as ‘shareholder Quarter I 15-Jun-2017 STATE BANK OF INDIA EGM Management 2 To elect M. D. Mallya as shareholder director For For The initial EGM notice sent out by the bank did not contain the names of shareholders seeking appointment as ‘shareholder Quarter I 15-Jun-2017 STATE BANK OF INDIA EGM Management 3 To elect Pravin Hari Kutumbe as shareholder director For For The initial EGM notice sent out by the bank did not contain the names of shareholders seeking appointment as ‘shareholder Quarter I 15-Jun-2017 STATE BANK OF INDIA EGM Management 4 To elect Bhaskar Pramanik as shareholder director For For The initial EGM notice sent out by the bank did not contain the names of shareholders seeking appointment as ‘shareholder Quarter I 16-Jun-2017 TATA CONSULTANCY SERVICES LTD. AGM Management 1 Adoption of standalone & consolidated financial statements for the year ended 31 March 2017 For For Normal. Quarter I 16-Jun-2017 TATA CONSULTANCY SERVICES LTD. AGM Management 2 Confirm payment of interim dividend of Rs 19.5 and approve final dividend of Rs. 27.5 per equity share of face value For For Tata Consultancy Services (TCS) declared three interim dividends and proposes a finalQuarter I 16-Jun-2017 TATA CONSULTANCY SERVICES LTD. AGM Management 3 Reappoint Aarthi Subramanian as director liable to retire by rotation For For Aarthi Subramanian is the Global Head, Delivery Excellence, Governance & Compliance ofQuarter I 16-Jun-2017 TATA CONSULTANCY SERVICES LTD. AGM Management 4 Appoint B S R & Co. LLP (part of the KPMG network) as statutory auditors for a period of five years and to fix their For For The appointment is in line with all statutory requirements. Quarter I 16-Jun-2017 TATA CONSULTANCY SERVICES LTD. AGM Shareholder 5 Appoint N. Chandrasekaran as director liable to retire by rotation For For N. Chandrasekaran relinquished his position as the MD & CEO of TCS on 21 February 2017,Quarter I 16-Jun-2017 TATA CONSULTANCY SERVICES LTD. AGM Shareholder 6 Appoint Rajesh Gopinathan as director from 21 February 2017 For For Rajesh Gopinathan joined TCS in 2001. He has been the CFO of the Company sinceQuarter I 16-Jun-2017 TATA CONSULTANCY SERVICES LTD. AGM Management 7 Appoint Rajesh Gopinathan as Chief Executive Officer and Managing Director from 21 February 2017 for a period of For For Rajesh Gopinathan was paid a remuneration of Rs 62. 3 mn for FY16, as CFO for ~ 11Quarter I 16-Jun-2017 TATA CONSULTANCY SERVICES LTD. AGM Shareholder 8 Appoint N. Ganapathy Subramaniam as director from 21 February 2017 For For N. Ganapathy Subramaniam has been the President, Financial Services of the CompanyQuarter I 16-Jun-2017 TATA CONSULTANCY SERVICES LTD. AGM Management 9 Appoint N. Ganapathy Subramaniam as Chief Operating Officer and Executive Director from 21 February 2017 for a For For N. Ganapathy Subramaniam was paid a remuneration of Rs 61. 5 mn for FY16, as President,Quarter I 16-Jun-2017 TATA CONSULTANCY SERVICES LTD. AGM Management 10 Appoint branch auditors For For TCS seeks approval to authorize the Board of Directors of the Company to appoint branchQuarter I 17-Jun-2017 GODREJ CONSUMER PRODUCTS LTD. Postal Ballot Management 1 To approve increase in authorized share capital to Rs. 700.0 mn and consequent alteration of the capital clause in the For For To accommodate the issue of bonus equity shares, the company proposes to increase the authorized share capital to Rs. 700 Quarter I 17-Jun-2017 GODREJ CONSUMER PRODUCTS LTD. Postal Ballot Management 2 To alter the capital clause of the Articles of Association (AOA) of the company For For Consequent to the increase in the authorized share capital of the company, the company also proposes the alteration of the Quarter I 17-Jun-2017 GODREJ CONSUMER PRODUCTS LTD. Postal Ballot Management 3 Issuance of one equity share of Re.1.0/- each as bonus for each equity share held in the company For For Post the issuance of bonus equity share, the paid-up equity share capital of the company will increase to Rs. 681. 2 mn Quarter I 20-Jun-2017 PETRONET L N G LTD. Postal Ballot Management 1 Increase authorized share capital and subsequently alter the Memorandum of Association of the company For For Petronet LNG Ltd (Petronet) proposes to issue one equity share as bonus for one equity share held in the company. To Quarter I 20-Jun-2017 PETRONET L N G LTD. Postal Ballot Management 2 Issue one equity share as bonus for one equity share of Rs.10 each For For Bonus issuance will increase the liquidity of the equity shares with higher floating stock and make the equity shares more Quarter I 20-Jun-2017 SUN PHARMACEUTICAL INDS. LTD. NCM Management 1 Merger of Sun Pharma Medisales Private Limited, Ranbaxy Drugs Limited, Gufic Pharma Limited and Vidyut For For Sun Pharma Medisales Private Limited, Ranbaxy Drugs Limited, Gufic Pharma Limited and Vidyut Investments Limited are Quarter I 23-Jun-2017 UNION BANK OF INDIA AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For Normal. Quarter I 23-Jun-2017 UNION BANK OF INDIA AGM Management 2 To issue equity upto Rs 49.5 bn through public issue/ rights issue/ preferential allotment/ QIP For For If the entire issue of Rs 49. 5 bn is subscribed at current market price of Rs 160. 1 per share, the bank will issue ~ 309. 2 mn Quarter I 23-Jun-2017 RALLIS INDIA LTD. AGM Management 1 Adoption of standalone financial statements for the year ended 31 March 2017 For For Normal. Quarter I 23-Jun-2017 RALLIS INDIA LTD. AGM Management 2 Adoption of consolidated financial statements for the year ended 31 March 2017 For For Normal. Quarter I 23-Jun-2017 RALLIS INDIA LTD. AGM Management 3 To declare final dividend of Rs.2.5 and special dividend of Rs.1.25 per equity share (face value Rs.1.0) For For Rallis India Limited (Rallis) has proposed a final dividend of Rs. 2. 5 per equity share of face value Rs. 1. 0 for the year ended Quarter I 23-Jun-2017 RALLIS INDIA LTD. AGM Management 4 Reappoint Bharat Vasani as Non-Executive Non-Independent Director For For Bharat Vasani is the Chief Legal and Group General Counsel for the Tata Group. He is liable to retire by rotation and his Quarter I 23-Jun-2017 RALLIS INDIA LTD. AGM Management 5 Appoint B S R & Co LLP as statutory auditors for a period of five years and fix their remuneration For For B S R & Co LLP’s appointment is in line with our Voting Policy on Auditor Rotation and with the requirements of Section 139 Quarter I 23-Jun-2017 RALLIS INDIA LTD. AGM Shareholder 6 Appoint Dr. C. V. Natraj (DIN: 07132764) as an Independent Director for a period of five years from 22 July 2016 For For Dr. C. V. Natraj is a Technical Advisor to the Indian Institute of Science. He was appointed as an Additional Director of the Quarter I 23-Jun-2017 RALLIS INDIA LTD. AGM Shareholder 7 Appoint Ms. Padmini Khare Kaicker (DIN: 00296388) as an Independent Director for a period of five years from 22 For For Ms. Padmini Khare Kaicker is the Managing Partner of B. K. Khare & Co, an Indian accounting firm. She was appointed as an Quarter I 23-Jun-2017 RALLIS INDIA LTD. AGM Management 8 Reappoint V Shankar as Managing Director and CEO from 13 March 2017 to 30 September 2021 and fix his For For The reappointment of V Shankar as Managing Director and CEO is in line with the statutory requirements. The proposed Quarter I 23-Jun-2017 RALLIS INDIA LTD. AGM Management 9 Approve remuneration of Rs.0.4 mn for D. C. Dave & Co as cost auditors for the financial year ending 31 March 2018 For For The total remuneration proposed is reasonable compared to the size and scale of the company’s operations. Quarter I 24-Jun-2017 INFOSYS LTD. AGM Management 1 Adoption of standalone & consolidated financial statements for the year ended 31 March 2017 For For Normal. Quarter I 24-Jun-2017 INFOSYS LTD. AGM Management 2 Approve final dividend of Rs. 14.75 per shares of face value Rs 5.0 and to approve interim dividend of Rs 11.0 per For For During the year, the total dividend aggregated to Rs. 69. 8 bn. Infosys has paid an interimQuarter I 24-Jun-2017 INFOSYS LTD. AGM Management 3 Reappoint U B Pravin Rao as director liable to retire by rotation For For U. B. Pravin Rao was reappointed as wholetime director liable to retire by rotation in JuneQuarter I 24-Jun-2017 INFOSYS LTD. AGM Management 4 Appoint Deloitte Haskins & Sells as statutory auditors for a period of five years and to fix their remuneration For For The appointment is in line with all statutory requirements. Quarter I 24-Jun-2017 INFOSYS LTD. AGM Management 5 To authorize the board of directors to appoint branch auditors and fix their remuneration For For Infosys seeks shareholder approval to authorize the board to appoint branch auditors toQuarter I 25-Jun-2017 MOTHERSON SUMI SYSTEMS LTD. Postal Ballot Management 1 Issuance of one equity share of Re. 1.0 each as bonus for every two equity shares held in the company For For The company proposes issuance of bonus shares to the shareholders of the company in the ratio of 1:2 (one equity share for Quarter I 27-Jun-2017 ASIAN PAINTS LTD. AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For Normal. Quarter I 27-Jun-2017 ASIAN PAINTS LTD. AGM Management 2 Declare one-time special dividend of Rs. 2.0 per equity share and a final dividend of Rs.5.65 per equity share of face For For The aggregate dividend is Rs. 10. 3 per share. The total dividend outflow including dividend tax for FY17 is Rs. 9. 2 bn. The Quarter I 27-Jun-2017 ASIAN PAINTS LTD. AGM Management 3 Reappoint Abhay Vakil as a Director For For Abhay Vakil is part of the promoter group and the company’s former Managing Director. He has a Bachelor’s Degree in Quarter I 27-Jun-2017 ASIAN PAINTS LTD. AGM Management 4 Reappoint Ms. Amrita Vakil as a Non-Executive Director For For Ms. Amrita Vakil is part of the promoter group. She has a degree in Human Resources and Economics from Michigan State Quarter I 27-Jun-2017 ASIAN PAINTS LTD. AGM Management 5 Ratify Deloitte Haskins & Sells LLP as statutory auditors for one year For For Deloitte Haskins & Sells LLP’s ratification is in line with our Voting Policy on Auditor Rotation and with the requirements of Quarter I 27-Jun-2017 ASIAN PAINTS LTD. AGM Shareholder 6 Appoint R Seshasayee (DIN: 00047985) as an Independent Director for a period of five years upto 22 January 2022 For For R Seshasayee is the Chairperson of Infosys Limited. He was appointed as an Additional Director of the company with effect Quarter I 27-Jun-2017 ASIAN PAINTS LTD. AGM Management 7 Reappoint KBS Anand as Managing Director and CEO for two years from 1 April 2018 and fix his remuneration For For The reappointment of KBS Anand as Managing Director and CEO is in line with the statutory requirements. The proposed Quarter I 27-Jun-2017 ASIAN PAINTS LTD. AGM Management 8 Ratify remuneration of Rs. 550,000 (plus service tax and out of pocket expenses) for RA & Co, as cost auditors for For For The board has approved the appointment of RA & Co as cost auditors for the year ending 31 March 2018 on a total Quarter I 27-Jun-2017 ADANI PORTS & SPECIAL ECONOMIC ZONE NCM Management 1 Demerger and transfer of Marine Business of Adani Ports and Special Economic Zone Limited (APSEZ) to Adani For For Adani Ports and Special Economic Zone Limited (APSEZ) seeks shareholder approval to demerge and transfer its Marine Quarter I 27-Jun-2017 STATE BANK OF INDIA AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For Normal. Quarter I 29-Jun-2017 PUNJAB NATIONAL BANK AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For Normal. Quarter I 29-Jun-2017 J S W STEEL LTD. AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For Normal. Quarter I 29-Jun-2017 J S W STEEL LTD. AGM Management 2 Declare dividend of Re. 1.0 per 10% cumulative redeemable preference shares (face value Rs. 10.0), for FY17 For For The payment of dividend on preference shares will result in a cash outflow of Rs. 336. 0 mnQuarter I 29-Jun-2017 J S W STEEL LTD. AGM Management 3 Declare final dividend of Rs. 2.25 per equity share (face value Re. 1.0) For For JSW Steel has proposed a final dividend of Rs. 2. 25 per equity share, while it paid a dividendQuarter I 29-Jun-2017 J S W STEEL LTD. AGM Management 4 Reappoint Dr. Vinod Nowal (DIN: 00046144) as an Executive Director For For Dr. Vinod Nowal, 62, joined JSW Group in 1984. He is the company’s Deputy ManagingQuarter I 29-Jun-2017 J S W STEEL LTD. AGM Management 5 Appoint SRBC & Co. LLP as statutory auditors for a period of five years and fix their remuneration For For SRBC & Co. LLP’s appointment is in line with our Voting Guidelines on AuditorQuarter I 29-Jun-2017 J S W STEEL LTD. AGM Management 6 Approve remuneration of Rs.1.5 mn for Shome & Banerjee as cost auditors for FY18 For For The total remuneration proposed is reasonable compared to the size and scale of theQuarter I 29-Jun-2017 J S W STEEL LTD. AGM Management 7 Appoint Sethuraman Mahalingam (DIN: 00121727) as an Independent Director for five years w.e.f. 27 July 2016 For For Sethuraman Mahalingam,69, has over 42 years of experience in TCS. He last served TCS asQuarter I 29-Jun-2017 J S W STEEL LTD. AGM Management 8 Reappoint Sajjan Jindal (DIN: 00017762) as Chairperson & Managing Director for a period of five years w.e.f. 7 July For For Sajjan Jindal is the promoter of the company. And has served the board of JSW Steel for pastQuarter I 29-Jun-2017 J S W STEEL LTD. AGM Management 9 Reappoint Seshagiri Rao Metlapalli (DIN: 00029136) as Joint Managing Director & Group CFO for a period of three For For Seshagiri Rao joined JSW Steel in 1997 and has been on the board as Joint ManagingQuarter I 29-Jun-2017 J S W STEEL LTD. AGM Management 10 Reappoint Dr. Vinod Nowal (DIN: 00029136) as Deputy Managing Director for a period of five years w.e.f. 29 April For For Vinod joined JSW Group in 1984. He has been on the board as an Executive Director sinceQuarter I 29-Jun-2017 J S W STEEL LTD. AGM Management 11 To approve non-inclusion of perquisite value for the options granted under the ESOP schemes to Whole-Time For For As the options to whole-time directors are not allotted every year but are allotted at theQuarter I 29-Jun-2017 J S W STEEL LTD. AGM Management 12 Issuance of redeemable non-convertible debentures (NCDs) on a private placement basis aggregating up to Rs.100.0 For For The issuance of Non-Convertible Debentures on private placement basis will be within theQuarter I 29-Jun-2017 J S W STEEL LTD. AGM Management 13 Issuance of specified securities to Qualified Institutional Buyers (QIB) aggregating upto Rs. 80bn For For The total planned capex of JSW Steel is expected at around Rs. 268. 2bn, which will beQuarter I 29-Jun-2017 J S W STEEL LTD. AGM Management 14 Issuance of FCCB/GDR/ADR/Other instruments convertible in equity shares aggregating upto US$ 1bn For For If the company were to raise the entire Rs. 145. 0 bn (including securities in resolution 13)Quarter I 30-Jun-2017 HINDUSTAN UNILEVER LTD. AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For Normal. Quarter I 30-Jun-2017 HINDUSTAN UNILEVER LTD. AGM Management 2 To confirm interim dividend of Rs 7 per share and declare a final dividend of Rs 10 per share of face value Re 1.0 each For For The dividend payout ratio has increased to 97. 9% in FY17 from 89. 9% in FY15. Quarter I 30-Jun-2017 HINDUSTAN UNILEVER LTD. AGM Management 3 Reappoint Harish Manwani as a Non-Executive Non-Independent director For For Harish Manwani (DIN: 00045160) is the Chairperson and former Chief Operating Officer at Hindustan Unilever. He retires by Quarter I 30-Jun-2017 HINDUSTAN UNILEVER LTD. AGM Management 4 Reappoint Pradeep Banerjee as a Whole-time director For For Pradeep Banerjee (DIN: 02985965) is the Whole-time Director (Supply Chain) at Hindustan Unilever since 2010. He retires by Quarter I 30-Jun-2017 HINDUSTAN UNILEVER LTD. AGM Management 5 Reappoint P B Balaji as a Whole-time director For For P B Balaji (DIN: 02762983) is the Whole-time Director (Finance & IT) and CFO, at Hindustan Unilever since 2014. He retires Quarter I 30-Jun-2017 HINDUSTAN UNILEVER LTD. AGM Management 6 Ratify BSR & Co. LLP as statutory auditors for FY18 and fix their remuneration For For BSR & Co. LLP was appointed as the statutory auditors of the company at the 2014 AGM. The ratification is in line with the Quarter I 30-Jun-2017 HINDUSTAN UNILEVER LTD. AGM Management 7 Revise the remuneration structure for CEO/Managing Director and Whole-time Directors For For In FY17, the reward framework for managerial remuneration was reviewed. The remuneration structure is proposed to be Quarter I 30-Jun-2017 HINDUSTAN UNILEVER LTD. AGM Management 8 Appoint Dev Bajpai as Whole-time Director w.e.f 23 January 2017 for five years and fix his remuneration For For Dev Bajpai (DIN: 00050516) is HUL’s Company Secretary and is in charge of the Legal and Corporate Affairs departments. His Quarter I 30-Jun-2017 HINDUSTAN UNILEVER LTD. AGM Management 9 Fix remuneration of Rs 1.1 mn for M/s RA & Co. as cost auditors for FY18 For For The total remuneration proposed is reasonable compared to the size and scale of the company’s operations. Quarter I 30-Jun-2017 I C I C I BANK LTD. AGM Management 1 Adoption of Accounts for the year ended 31 March 2017 together with the Reports of the Directors and the Auditors For For NORMAL. Quarter I 30-Jun-2017 I C I C I BANK LTD. AGM Management 2 To declare dividend on preference shares aggregating Rs.35,000 For For The preference dividend aggregates Rs. 35,000 on preference capital of Rs. 3. 5 bn. This isQuarter I 30-Jun-2017 I C I C I BANK LTD. AGM Management 3 To declare dividend of Rs. 2.5 per share on equity shares of face value Rs. 2 For For Given the financial performance for fiscal 2017, ICICI Bank has halved its dividend payoutQuarter I 30-Jun-2017 I C I C I BANK LTD. AGM Management 4 To reappoint Vishakha Mulye (DIN: 00203578), as director For For Vishakha Mulye is an executive director on the board of ICICI Bank. Her reappointmentQuarter I 30-Jun-2017 I C I C I BANK LTD. AGM Management 5 To ratify the appointment of BSR & Co. LLP as statutory auditors of the bank For For BSR & Co. LLP were appointed as statutory auditors in the 2014 AGM for four years. TheQuarter I 30-Jun-2017 I C I C I BANK LTD. AGM Management 6 To authorize the board of directors to appoint branch auditors and fix their remuneration For For ICICI Bank has a presence in 17 countries. The bank seeks shareholder approval toQuarter I 30-Jun-2017 I C I C I BANK LTD. AGM Shareholder 7 To appoint Anup Bagchi (DIN: 00105962) as director liable to retire by rotation For For Anup Bagchi’s proposed remuneration is Rs. 52. 5 mn, which can reach up to Rs. 66. 9 mnQuarter I 30-Jun-2017 I C I C I BANK LTD. AGM Management 8 To appoint Anup Bagchi as Whole Time Director for period of five years effective from 1 February 2017 and fix the For For Anup Bagchi’s proposed remuneration is Rs. 52. 5 mn, which can reach up to Rs. 66. 9 mn by the end of his term. Based on Quarter I 30-Jun-2017 I C I C I BANK LTD. AGM Management 9 Issuance of bonds and non-convertible debentures up to Rs. 250 billion on private placement basis For For The issuance of debt securities on private placement basis will be within the bank’s overall borrowing limit of Rs. 2. 5 trillion. Quarter I 30-Jun-2017 BANK OF BARODA AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For NormAL. Quarter I 30-Jun-2017 BANK OF BARODA AGM Management 2 To declare dividend of Rs 1.2 per equity share of face value Rs. 2 each For For The bank has proposed a dividend of Rs 1. 2 per equity share (face value of Rs 2) for FY17. The bank’s dividend payout ratio is Quarter I 30-Jun-2017 BANK OF BARODA AGM Management 3 To issue equity upto Rs 60 bn through public issue/rights/QIP For For The bank can raise ~ 320. 9 mn in equity shares or Rs 56 bn as funds from non-promoter shareholders, at current market Quarter I 30-Jun-2017 BHARAT BIJLEE LTD. AGM Management 1 Adoption of standalone and consolidated financial statements for the year ended 31 March 2017 For For Normal. Quarter I 30-Jun-2017 BHARAT BIJLEE LTD. AGM Management 2 Reappoint Ms. Mahnaz A Curmally (DIN: 06907271) as Non-Executive Director, retiring by rotation For For Ms. Mahnaz A Curmally has over 40 years of work experience in corporate and marketing communications in India Her Quarter I 30-Jun-2017 BHARAT BIJLEE LTD. AGM Management 3 Appoint Deloitte Haskins & Sells LLP as statutory auditors for five years and fix their remuneration For For Deloitte Haskins & Sells LLP are replacing Dalal & Shah as the statutory auditors. Their appointment is in line with all Quarter I 30-Jun-2017 BHARAT BIJLEE LTD. AGM Management 4 Ratify remuneration of Rs. 93,500 for P. M. Nanabhoy & Co, as cost auditor for FY18 For For The remuneration of Rs. 93,500 proposed to be paid to the cost auditor in FY18 is reasonable compared to the size and scale Quarter I 30-Jun-2017 BHARAT BIJLEE LTD. AGM Management 5 Reappoint Shome N Danani as Executive Director for a three-year term effective 28 January 2017 and fix his For For The reappointment of Shome N Danani as Executive Director is in line with the statutory requirements. In FY17, the ratio of Quarter II 01-Jul-2017 HINDUSTAN PETROLEUM CORPN. LTD. Postal Ballot Management 1 Issue one equity share as bonus for two equity shares of Rs.10 each For For A Public Sector Enterprise is required to consider issue of bonus shares in order to comply with the DIPAM guidelines. Quarter II 04-Jul-2017 LARSEN & TOUBRO LTD. Postal Ballot Management 1 Issue one equity share as bonus for two equity shares of Rs.2 each For For Presently the company’s equity share capital comprises 0. 93 bn equity shares of Rs. 2 each aggregating to Rs. 1. 86 bn. After Quarter II 05-Jul-2017 APOLLO TYRES LTD. AGM Management 1 a. Adoption of Standalone financial statements for the year ended 31 March 2017; b. Adoption of Consolidated For For Normal. Quarter II 05-Jul-2017 APOLLO TYRES LTD. AGM Management 2 Declare dividend of Rs.3 per share (FV Re.1) For For The total dividend outflow including dividend tax for FY17 is Rs. 1. 8 bn. The dividend payout ratio for FY17 is ~23%. Quarter II 05-Jul-2017 APOLLO TYRES LTD. AGM Management 3 Appoint Paul Antony as a Non-Executive, Non- Independent Director For For Paul Antony is the Additional Chief Secretary, Government of Kerala (Industries & Power). He is a nominee director of the Quarter II 05-Jul-2017 APOLLO TYRES LTD. AGM Management 4 Appoint Walker Chandiok & Associates as statutory auditors for five years and fix their remuneration For For Walker Chandiok & Associates are replacing Deloitte Haskins & Sells as the statutory auditors. Their appointment is in line Quarter II 05-Jul-2017 APOLLO TYRES LTD. AGM Management 5 Ratify the remuneration of Rs. 250,000 payable to NP Gopalakrishnan & Co, cost auditor for FY18 For For The remuneration of Rs. Rs. 250,000 proposed to be paid to the cost auditor in FY18 is reasonable compared to the size and Quarter II 05-Jul-2017 APOLLO TYRES LTD. AGM Management 6 Reappoint Onkar Kanwar as Managing Director for five years from 1 February 2018 and fix his remuneration For Against There is no absolute cap on the commission. His proposed commission will be upto 5% of net profit. While a large portion of Quarter II 05-Jul-2017 APOLLO TYRES LTD. AGM Management 7 Revise the remuneration payable to Neeraj Kanwar as Vice Chairperson & MD from 1 April 2017 to 27 May 2019 For Against There is no absolute cap on the commission. His proposed commission will be upto 5% of net profit. Further, we do not Quarter II 05-Jul-2017 APOLLO TYRES LTD. AGM Management 8 Issuance of non-convertible debentures (NCDs) on a private placement basis aggregating up to Rs.15.0 bn For For The issuance of Non-Convertible Debentures on private placement basis will be within the overall borrowing limit of the Quarter II 06-Jul-2017 BHARAT PETROLEUM CORPN. LTD. Postal Ballot Management 1 Issue one equity share as bonus for two equity shares of Rs.10 each For For The issuance will result in capitalization of Rs. 7. 2 bn from reserves. Bonus issuance will increase the liquidity of the equity Quarter II 07-Jul-2017 HAVELLS INDIA LTD. AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For Normal. Quarter II 07-Jul-2017 HAVELLS INDIA LTD. AGM Management 2 Declare a final dividend of Rs 3.5 per share of face value Re 1.0 each For For Havells India Limited (Havells) proposes to pay a final dividend of Rs 3. 5 per share of face value Re. 1. 0 for the year ended 31 Quarter II 07-Jul-2017 HAVELLS INDIA LTD. AGM Management 3 Reappoint Rajesh Kumar Gupta as a Whole-time Director For For Rajesh Kumar Gupta (DIN: 00002842) is the Director of Finance and Group CFO at Havells. He retires by rotation, and his Quarter II 07-Jul-2017 HAVELLS INDIA LTD. AGM Management 4 Reappoint TV Mohandas Pai as a Non-Executive Non-Independent Director For For TV Mohandas Pai (DIN: 00042167) is the former CFO of Infosys. He retires by rotation, and his reappointment is in line with Quarter II 07-Jul-2017 HAVELLS INDIA LTD. AGM Management 5 Ratify SR Batliboi & Co. LLP as statutory auditors for FY18 and fix their remuneration For For SR Batliboi & Co. LLP was appointed as the statutory auditors of the company at the 2011 AGM. The ratification is in line Quarter II 07-Jul-2017 HAVELLS INDIA LTD. AGM Management 6 Fix remuneration of Rs 8,50,000 for M/s Sanjay Gupta & Associates as cost auditors for FY18 For For The total remuneration proposed is reasonable compared to the size and scale of the company’s operations. Quarter II 07-Jul-2017 HAVELLS INDIA LTD. AGM Shareholder 7 Appoint Vellayan Subbiah as an Independent Director for five years For For Vellayan Subbiah (DIN: 01138759) is the MD of Cholamandalam Investment and Finance Company Ltd. His appointment is in Quarter II 07-Jul-2017 HAVELLS INDIA LTD. AGM Management 8 Revise the remuneration terms of Rajesh Kumar Gupta For For The maximum cap on basic salary is proposed to be revised to Rs 60 mn (Rs 36 mn earlier); other remuneration terms remain Quarter II 11-Jul-2017 SOUTH INDIAN BANK LTD. AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For Normal. Quarter II 11-Jul-2017 SOUTH INDIAN BANK LTD. AGM Management 2 Declare a dividend of Rs 0.4 per share of face value Re 1.0 each For For South Indian Bank proposes to pay dividend of Rs 0. 4 per share. The dividend payout is 22. 1%. Quarter II 11-Jul-2017 SOUTH INDIAN BANK LTD. AGM Management 3 Appoint Achal Kumar Gupta as a Non-Executive Director For For Achal Kumar Gupta (DIN-02192183) is the Former Deputy MD of IFCI. He replaces Cheryan Varkey, Non-Executive Director, Quarter II 11-Jul-2017 SOUTH INDIAN BANK LTD. AGM Management 4 To appoint statutory central auditors of the bank and fix their remuneration For For Deloitte Haskins & Sells, are the current auditors and complete their second consecutive year under the current spell. Quarter II 11-Jul-2017 SOUTH INDIAN BANK LTD. AGM Management 5 To enable the board to appoint branch auditors and fix their remuneration in consultation with the central statutory For For South Indian Bank has 850 branches, therefore the bank needs to appoint branch auditors. The resolution enables the board Quarter II 11-Jul-2017 SOUTH INDIAN BANK LTD. AGM Management 6 Appoint Salim Gangadharan as Non-Executive Chairperson wef 2 November 2016 for 3 years and fix his remuneration For For Salim Gangadharan (DIN-06796232) is currently an Independent Director in the bank. His estimated remuneration as Non-Quarter II 11-Jul-2017 SOUTH INDIAN BANK LTD. AGM Management 7 Reappoint V G Mathew as MD & CEO wef 1 October 2017, for three years and fix his remuneration For For V G Mathew is proposed to be reappointed as the MD and CEO. His proposed remuneration at Rs 15 mn is in line with peers Quarter II 11-Jul-2017 SOUTH INDIAN BANK LTD. AGM Management 8 To increase the borrowing limit from Rs 60 bn to Rs 100 bn For For South Indian Bank plans to raise borrowings under RBI’s policy on ‘Issue of Long Term Bonds by Banks for Financing of Quarter II 11-Jul-2017 SOUTH INDIAN BANK LTD. AGM Management 9 To issue equity instruments up to Rs 200 mn through QIP For For At the current market price of Rs 29. 2 per share, the capital raised will aggregate to Rs 5. 8 bn. The issue of additional shares

Break-up of Vote decision

Details of Votes cast during April 2017 to March 2018

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

Summary of votes cast by Taurus Mutual Fund across all the investee companiesSummary of Votes cast during the F.Y. 2017-2018

Quarter II 11-Jul-2017 SOUTH INDIAN BANK LTD. AGM Management 10 To borrow in Indian/foreign currency by issuing debt securities up to Rs 5.0 bn on private placement basis For For The issuance of debt securities on private placement basis will be within the bank’s overall borrowing limit of Rs 100 bn. Quarter II 12-Jul-2017 ZEE ENTERTAINMENT ENTERPRISES LTD. AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For Normal. Quarter II 12-Jul-2017 ZEE ENTERTAINMENT ENTERPRISES LTD. AGM Management 2 To confirm 6% dividend on preference shares For For Total outflow of the dividend paid on the preference shares in FY17 amounted to Rs. 1. 2 bn. The company paid dividend at Quarter II 12-Jul-2017 ZEE ENTERTAINMENT ENTERPRISES LTD. AGM Management 3 To declare final dividend of Rs.2.5 per equity share (face value Re.1.0) For For The company has proposed a final dividend of Rs. 2. 5 per equity share of face value Re. 1. 0 for the year ended 31 March Quarter II 12-Jul-2017 ZEE ENTERTAINMENT ENTERPRISES LTD. AGM Management 4 Reappoint Subodh Kumar as Director For For Subodh Kumar is the Vice Chairperson. He is liable to retire by rotation and his reappointment is in line with all statutory Quarter II 12-Jul-2017 ZEE ENTERTAINMENT ENTERPRISES LTD. AGM Management 5 Appoint Deloitte Haskins & Sells LLP as statutory auditors for a period of five years and fix their remuneration For For Deloitte Haskins & Sells LLP’s appointment is in line with our Voting Policy on Auditor Rotation and with the requirements of Quarter II 12-Jul-2017 ZEE ENTERTAINMENT ENTERPRISES LTD. AGM Management 6 Ratify remuneration aggregating Rs.0.3 mn paid to Vaibhav P Joshi & Associates as cost auditor for FY17 For For The remuneration of Rs. 0. 3 mn paid to the cost auditor in FY17 is reasonable compared to the size and scale of operations. Quarter II 12-Jul-2017 ZEE ENTERTAINMENT ENTERPRISES LTD. AGM Management 7 Reappoint Manish Chokhani as an Independent Director for a period of three years from 1 April 2018 For For Manish Chokhani is the Former Chairperson of TPG Growth India. His reappointment is in line with all statutory Quarter II 12-Jul-2017 ZEE ENTERTAINMENT ENTERPRISES LTD. AGM Management 8 Keep the register of members and other documents at the office of the Registrar and Transfer Agent For For At the FY16 AGM, the company sought shareholder approval to keep the register of members and other documents at the Quarter II 14-Jul-2017 HERO MOTOCORP LTD. AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For Normal. Quarter II 14-Jul-2017 HERO MOTOCORP LTD. AGM Management 2 To confirm interim dividend of Rs, 55.0/- and declare final dividend of Rs. 30.0/- per equity share (face value Rs. 2.0) For For The total dividend for FY17 is Rs. 85. 0/- per share, while it was Rs. 72. 0/- in FY16. The total dividend outflow (including Quarter II 14-Jul-2017 HERO MOTOCORP LTD. AGM Management 3 Reappoint Vikram Kasbekar (DIN: 00985182) as an Executive Director For For Vikram Kasbekar, 63, has been the Head of Operations and Supply Chain for Hero for the past 15 years. He was appointed as Quarter II 14-Jul-2017 HERO MOTOCORP LTD. AGM Management 4 Appoint BSR & Co. LLP as statutory auditors for a period of five years and fix their remuneration For For BSR & Co. LLP’s appointment is in line with our Voting Guidelines on Auditor Rotation and with the requirements of Section Quarter II 14-Jul-2017 HERO MOTOCORP LTD. AGM Management 5 Approve remuneration of Rs. 0.75 mn for Ramanath Iyer & Co. as cost auditors for FY18 For For The total remuneration proposed is reasonable compared to the size and scale of the company’s operations. Quarter II 14-Jul-2017 FEDERAL BANK LTD. AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For Normal. Quarter II 14-Jul-2017 FEDERAL BANK LTD. AGM Management 2 Declare a dividend of Rs 0.9 per share of face value Rs 2.0 each For For Federal Bank proposes to pay a dividend of Rs 0. 9 per share. The dividend payout is 18. 7%. Quarter II 14-Jul-2017 FEDERAL BANK LTD. AGM Management 3 Reappoint Ashutosh Khajuria as an Executive Director and CFO For For Ashutosh Khajuria (DIN-05154975) is Federal Bank’s ED and CFO. He retires by rotation. His reappointment is in line with Quarter II 14-Jul-2017 FEDERAL BANK LTD. AGM Management 4 To reappoint BSR & Co. LLP and MM Nissim & Co. LLP as joint central statutory auditors for FY18 For For The appointment of BSR & Co. LLP and MM Nissim & Co. LLP as joint central statutory auditors is in-line with the statutory Quarter II 14-Jul-2017 FEDERAL BANK LTD. AGM Management 5 To authorize the board to appoint branch auditors for FY18 and fix their remuneration in consultation with the joint For For Federal Bank has 1,252 branches, therefore the bank needs to appoint branch auditors. The resolution enables the Board to Quarter II 14-Jul-2017 FEDERAL BANK LTD. AGM Management 6 Reappoint Shyam Srinivasan as an MD & CEO wef 23 September 2016, for three years and fix his remuneration For For Shyam Srinivasan (DIN-02274773) is Federal Bank’s MD and CEO. His reappointment is in line with statutory requirements. Quarter II 14-Jul-2017 FEDERAL BANK LTD. AGM Management 7 Grant options under ESOS 2010, for 2016, to Ganesh Sankaran @ Rs 72.45 per share For For Ganesh Sankaran is the Executive Director of the bank since July 2016 and has over 21 years of banking experience. Federal Quarter II 14-Jul-2017 FEDERAL BANK LTD. AGM Management 8 Approve terms of appointment of KM Chandrasekhar as Chairperson For For KM Chandrasekhar was appointed as Chairperson for a period of one year effective 1 March 2017, approved by RBI. He has Quarter II 14-Jul-2017 FEDERAL BANK LTD. AGM Management 9 Fix commission of upto Rs 1 mn to each non-executive director (excluding Chairperson), w.e.f. FY17 For For Given the current size and financial performance of the bank, the commission proposed to be paid to non-executive Quarter II 14-Jul-2017 FEDERAL BANK LTD. AGM Management 10 Reappoint KM Chandrasekhar as Independent Director wef 17 July 2017 for one year For For KM Chandrasekhar (DIN-06466854), is the former Union Cabinet Secretary. His reappointment is in line with statutory Quarter II 14-Jul-2017 FEDERAL BANK LTD. AGM Management 11 Reappoint Nilesh Vikamsey as Independent Director wef 17 July 2017 for three years For For Nilesh Vikamsey (DIN-00031213), is senior partner at Khimji Kunverji & Co and former banker. He has been on the board for Quarter II 14-Jul-2017 FEDERAL BANK LTD. AGM Management 12 Reappoint Dilip Sadarangani as Independent Director wef 17 July 2017 for three years For For Dilip Sadarangani (DIN-06610897) is a former banker. His reappointment is in line with statutory requirements. Quarter II 14-Jul-2017 FEDERAL BANK LTD. AGM Management 13 Reappoint Harish Engineer as Independent Director wef 17 July 2017 for two years For For Harish Engineer (DIN-01843009) is the Former Executive Director, HDFC Bank. His reappointment is in line with statutory Quarter II 14-Jul-2017 FEDERAL BANK LTD. AGM Management 14 Reappoint Grace Koshie as Independent Director wef 17 July 2017 for three years For For Grace Koshie (DIN-06765216) is the Former Secretary, Central Board RBI. Her reappointment is in line with statutory Quarter II 14-Jul-2017 FEDERAL BANK LTD. AGM Management 15 Reappoint Shubhalakshmi Panse as Independent Director wef 17 July 2017 for three years For For Shubhalakshmi Panse (DIN-02599310) is the Former CMD of Allahabad Bank. Her reappointment is in line with statutory Quarter II 14-Jul-2017 FEDERAL BANK LTD. AGM Management 16 To grant upto 86.2 mn options under Employee Stock Option Scheme 2017 (ESOS 2017) For For The bank has not stated the exercise price of the option. However, the bank has clarified that the exercise price of the Quarter II 14-Jul-2017 FEDERAL BANK LTD. AGM Management 17 Amend Articles of Association (AoA) to authorize any attorney or bank official to affix the bank seal on official For For Currently, at least two directors and the company secretary are required to be present and sign while affixing the bank’s seal Quarter II 14-Jul-2017 FEDERAL BANK LTD. AGM Management 18 To borrow in Indian/foreign currency by issuing debt securities up to Rs 40 bn on private placement basis For For These debt instruments issued will be within the bank’s overall borrowing limits. Federal Bank’s Certificate of Deposits / Quarter II 14-Jul-2017 FEDERAL BANK LTD. AGM Management 19 To approve the increase in the borrowing powers to Rs 70 bn over and above the paid capital and free reserves of the For For Federal Bank’s leverage will be comfortable even after raising the additional debt. Moreover, the bank is required to Quarter II 14-Jul-2017 VEDANTA LTD. AGM Management 1 Adoption of standalone and consolidated financial statements for the year ended 31 March 2017 For For Normal. Quarter II 14-Jul-2017 VEDANTA LTD. AGM Management 2 Confirm first interim dividend of Rs.1.75 per equity share and second interim dividend of Rs.17.75 per equity share For For Vedanta paid an interim dividend of Rs. 19. 45 per equity share in FY17. The total dividendQuarter II 14-Jul-2017 VEDANTA LTD. AGM Management 3 Reappoint Thomas Albanese as Director For For Thomas Albanese (DIN: 06853915) is the Chief Executive Officer. His reappointment is inQuarter II 14-Jul-2017 VEDANTA LTD. AGM Management 4 Ratify SR Batliboi & Co. as statutory auditors and fix their remuneration For For The ratification is in line with all statutory requirements. Quarter II 14-Jul-2017 VEDANTA LTD. AGM Management 5 Appoint GR Arun Kumar as Wholetime Director (Chief Financial Officer) for three years with effect from 22 November For For GR Arun Kumar is the CFO. His fixed pay, benefits, bonus and the benefits from stockQuarter II 14-Jul-2017 VEDANTA LTD. AGM Management 6 Reappoint Thomas Albanese as Wholetime Director (Chief Executive Officer) from 1 April 2017 to 31 August 2017 and For For Thomas Albanese’s term as Chief Executive Officer expired on 31 March 2017. He hasQuarter II 14-Jul-2017 VEDANTA LTD. AGM Shareholder 7 Appoint K Venkataramanan as Independent Director for three years with effect from 1 April 2017 For For K Venkataramanan (DIN: 00001647) is the former CEO and Managing Director of Larsen &Quarter II 14-Jul-2017 VEDANTA LTD. AGM Shareholder 8 Appoint Aman Mehta as Independent Director for three years with effect from 17 May 2017 For Against Aman Mehta (DIN: 00009364) is the former CEO Asia Pacific at the HSBC group. He has been an independent director on the Quarter II 14-Jul-2017 VEDANTA LTD. AGM Shareholder 9 Appoint Ms. Priya Agarwal as Non-Executive Director For Against Priya Agarwal, 27, is part of the promoter group. She has been a director on the board of Cairn India since 2012. We believe Quarter II 14-Jul-2017 VEDANTA LTD. AGM Management 10 Approve remuneration of Rs.1.8 mn payable to Ramnath Iyer & Co and Shome and Banerjee, cost auditors for FY18 For For The total remuneration proposed to be paid to the cost auditors is reasonable compared to the size and scale of operations. Quarter II 14-Jul-2017 VEDANTA LTD. AGM Management 11 Approve issuance of Non-Convertible Debentures and other debt securities upto Rs.200 bn on a private placement For For The issuance will be within approved borrowing limits of Rs. 800 bn. The company’s borrowing programmes are rated CRISIL Quarter II 14-Jul-2017 VEDANTA LTD. AGM Management 12 Waive recovery of the excess remuneration aggregating Rs.62.5 mn paid to Navin Agarwal (Chairperson) for FY14 For For Navin Agarwal belongs to the promoter group. He was paid Rs. 62. 5 mn as salary, perquisites and retiral benefits in FY14. Quarter II 15-Jul-2017 BERGER PAINTS INDIA LTD. Postal Ballot Management 1 To add home décor and construction activities to the objects clause of the Memorandum of Association (MoA) For For The addition will enable Berger Paints India Limited to expand the scope of its product offering. We believe the company Quarter II 18-Jul-2017 ULTRATECH CEMENT LTD. AGM Management 1 Adoption of standalone and consolidated financial statements for the year ended 31 March 2017 For For Normal. Quarter II 18-Jul-2017 ULTRATECH CEMENT LTD. AGM Management 2 Declare final dividend of Rs. 10.0 per equity share (face value Rs. 10.0) For For Ultratech Cement Limited (Ultratech) has proposed a final dividend of Rs. 10. 0 per equity share of face value Rs. 10 for the Quarter II 18-Jul-2017 ULTRATECH CEMENT LTD. AGM Management 3 Reappoint DD Rathi as Non-Executive Non-Independent Director For For DD Rathi, 70, is the Former CFO of Grasim Industries Limited. His retires by rotation and his reappointment is in line with Quarter II 18-Jul-2017 ULTRATECH CEMENT LTD. AGM Management 4 Ratify the appointment of BSR & Co LLP as joint statutory auditors for one year and fix their remuneration For For BSR & Co. LLP’s ratification is in line with our Voting Guidelines on Auditor (Re)appointments and complies with the Quarter II 18-Jul-2017 ULTRATECH CEMENT LTD. AGM Management 5 Ratify the appointment of Khimji Kunverji & Co as joint statutory auditors for one year and fix their remuneration For For Khimji Kunverji & Co’s ratification is in line with our Voting Guidelines on Auditor (Re)appointments and complies with the Quarter II 18-Jul-2017 ULTRATECH CEMENT LTD. AGM Management 6 Approve aggregate remuneration of Rs. 1.9 mn payable to DC Dave & Co and ND Birla & Co as cost auditors for FY18 For For The total remuneration proposed to be paid to the cost auditors in FY18 is reasonable compared to the size and scale of Quarter II 18-Jul-2017 ULTRATECH CEMENT LTD. AGM Management 7 Approve private placement of secured non-convertible debentures of up to Rs.90 bn For For The NCDs which are proposed to be issued will be within the overall borrowing limits of Rs. 60 bn over and above the paid up Quarter II 19-Jul-2017 BAJAJ FINANCE LTD. AGM Management 1 Adoption of standalone and consolidated financial statements for the year ended 31 March 2017 For For Normal. Quarter II 19-Jul-2017 BAJAJ FINANCE LTD. AGM Management 2 To declare final dividend of Rs. 3.6 per share (face value of Rs. 2 each) For For Bajaj Finance Ltd. Proposes to pay final dividend of Rs. 3. 6 per share (of face value Rs 2. 0)Quarter II 19-Jul-2017 BAJAJ FINANCE LTD. AGM Management 3 To reappoint Madhur Bajaj (DIN 00014593) as director For For Madhur Bajaj is a part of the promoter family. His reappointment meets all statutoryQuarter II 19-Jul-2017 BAJAJ FINANCE LTD. AGM Management 4 To appoint S R B C & Co LLP, as statutory auditors for five years at a remuneration of Rs. 3.3 mn for the year 2017-18 For For The appointment of S R B C & Co LLP is in line with our voting policy and provisions ofQuarter II 19-Jul-2017 BAJAJ FINANCE LTD. AGM Management 5 To issue non-convertible debentures under private placement basis For For The issuance of debt securities on private placement basis will be within the overallQuarter II 19-Jul-2017 BAJAJ FINANCE LTD. AGM Management 6 To approve payment of commission to non-executive directors upto 1% of the net profits For For The total commission paid to all the non-executive directors ranges from 0. 1% - 0. 2% ofQuarter II 19-Jul-2017 BAJAJ FINSERV LTD. AGM Management 1 Adoption of standalone and consolidated financial statements for the year ended 31 March 2017 For For Normal. Quarter II 19-Jul-2017 BAJAJ FINSERV LTD. AGM Management 2 Declare dividend of Rs.1.75 per equity share of face value Rs.5 each For For Dividend per share is unchanged in the past three years at Rs. 1. 75 per equity share. Dividend payout ratio for FY17 is 42. Quarter II 19-Jul-2017 BAJAJ FINSERV LTD. AGM Management 3 Reappoint Rahul Bajaj as Director For For Rahul Bajaj is the Chairperson and part of the promoter group. His reappointment is in line with all statutory requirements. Quarter II 19-Jul-2017 BAJAJ FINSERV LTD. AGM Management 4 Appoint SRBC & Co as statutory auditors for five years and fix their remuneration For For SRBC & Co are replacing Dalal & Shah as the statutory auditors. The appointment is in line with the statutory requirements. Quarter II 19-Jul-2017 BAJAJ FINSERV LTD. AGM Management 5 Approve remuneration of Rs.55,000 payable to Dhananjay V Joshi & Associates, Cost auditors for FY18 For For The total remuneration proposed to be paid to the cost auditors is reasonable compared to the size and scale of operations. Quarter II 19-Jul-2017 BAJAJ FINSERV LTD. AGM Management 6 Reappoint Sanjiv Bajaj as Managing Director for five years with effect from 1 April 2017 and revise his remuneration For For Sanjiv Bajaj’s proposed remuneration aggregating to Rs. 50. 8 mn is in line with peers and commensurate with the Quarter II 19-Jul-2017 BAJAJ FINSERV LTD. AGM Management 7 Pay upto 1% of net profit as commission to Non-Executive directors for five years from FY18 For For In the last five years, the company paid commission to Non-Executive Directors ranging between 0. 2% and 0. 3% of net Quarter II 19-Jul-2017 BAYER CROPSCIENCE LTD. Postal Ballot Management 1 Buyback of equity shares upto Rs.5 bn at a price of Rs. 4900 per share through a tender offer For For At the buyback price of Rs. 4900 per share, the company will buyback 1 mn equity shares resulting in a 2. 89% reduction in Quarter II 19-Jul-2017 WIPRO LTD. AGM Management 1 Adoption of standalone and consolidated financial statements for the year ended 31 March 2017 For For Normal. Quarter II 19-Jul-2017 WIPRO LTD. AGM Management 2 To confirm interim dividend of Rs. 2 per share (FV Rs.5) as final dividend for the year For For The total dividend per share decreased from Rs. 6 in FY16 to Rs. 2 in FY17. Consequently, the payout ratio has decreased Quarter II 19-Jul-2017 WIPRO LTD. AGM Management 3 Reappoint Abidali Neemuchwala (DIN 02478060) as Director liable to retire by rotation For For Abidali Neemuchwala is the CEO of Wipro Ltd. His reappointment is in line with all statutory requirements. Quarter II 19-Jul-2017 WIPRO LTD. AGM Management 4 Appoint Deloitte Haskins & Sells as statutory auditors for five years For For The appointment of Deloitte Haskins & Sells is in line with our voting policy and provisions of Section 139 of the Companies Quarter II 19-Jul-2017 WIPRO LTD. AGM Management 5 Re-appoint Azim H Premji (DIN 00234280) as Executive Chairman and Managing Director for two years and to fix his For For Azim Premji’s remuneration terms remain unchanged from the previous resolution presented in the AGM of 2015. In Quarter II 19-Jul-2017 WIPRO LTD. AGM Management 6 Reappoint William Arthur Owens (DIN 00422976) as Independent Director for five years till 31 July 2022 For Against William Arthur Owens is Executive Chairman of the Red Bison Advisory Group. RBAG is a company in the natural resources Quarter II 20-Jul-2017 CANARA BANK AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For Normal. Quarter II 20-Jul-2017 CANARA BANK AGM Management 2 Declare a dividend of Rs 1.0 per share of face value Rs 10.0 each For For Canara Bank proposes to pay a dividend of Rs 1. 0 per share. The total dividend payout (including dividend distribution tax) Quarter II 20-Jul-2017 CANARA BANK AGM Management 3 Issue upto Rs. 35.0 bn of equity/preference shares to the public, through public issue/rights issue/preferential For For Assuming current market price of Rs. 331. 9 per share as the issuance price of securities, Canara Bank will issue 105. 5 mn Quarter II 20-Jul-2017 SUNDARAM FINANCE LTD. AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For Normal. Quarter II 20-Jul-2017 SUNDARAM FINANCE LTD. AGM Management 2 To confirm interim dividend of Rs.5.0 per equity share and to declare final dividend of Rs.6.5 per share of face value For For The aggregate dividend is Rs. 11. 5 per share. The total dividend outflow including dividend tax for FY17 is Rs. 1. 5 bn. The Quarter II 20-Jul-2017 SUNDARAM FINANCE LTD. AGM Management 3 Reappoint Harsha Viji (DIN: 00602484) as an Executive Director For For Harsha Viji is the Deputy Managing Director. He is liable to retire by rotation and his reappointment is in line with all Quarter II 20-Jul-2017 SUNDARAM FINANCE LTD. AGM Management 4 Reappoint A N Raju (DIN: 00036201) as an Executive Director For For A N Raju is Director (Operations). He is liable to retire by rotation and his reappointment is in line with all statutory Quarter II 20-Jul-2017 SUNDARAM FINANCE LTD. AGM Management 5 Appoint Sundaram & Srinivasan as statutory auditors for a period of five years and fix their remuneration For For Sundaram & Srinivasan’s appointment is in line with our Voting Policy on Auditor Appointment and with the requirements of Quarter II 20-Jul-2017 SUNDARAM FINANCE LTD. AGM Shareholder 6 Appoint Rajiv Lochan (DIN: 05309534) as an Independent Director for five years from 25 November 2016 For For Rajiv Lochan is a Director of Kasturi & Sons Limited and has two decades of experience in the field of management especially Quarter II 20-Jul-2017 SUNDARAM FINANCE LTD. AGM Management 7 Reappoint T.T. Srinivasaraghavan (DIN: 00018247) as Managing Director for three years from 1 April 2018 and fix his For For The reappointment of T. T. Srinivasaraghavan as Managing Director is in line with the statutory requirements. The proposed Quarter II 20-Jul-2017 SUNDARAM FINANCE LTD. AGM Management 8 Increase borrowing limit from Rs.150.0 bn to Rs.210 bn (apart from temporary loans), including securitisation For For The present aggregate borrowings, including securitisation transactions and temporary loans, amount to Rs. 193. 7 bn. Quarter II 20-Jul-2017 BAJAJ AUTO LTD. AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For Normal. Quarter II 20-Jul-2017 BAJAJ AUTO LTD. AGM Management 2 Declare final dividend of Rs. 55.0/- per equity share (face value Rs. 10.0) for FY17 For For Dividend of Rs. 55. 0/- proposed for FY17 is same as paid in the previous year. The total dividend outflow (including dividend Quarter II 20-Jul-2017 BAJAJ AUTO LTD. AGM Management 3 Reappoint Madhur Bajaj (DIN: 00014593) as a Non- Executive Director For For Madhur Bajaj, 64, has been associated with Bajaj Auto for the past 31 years. He was appointed as an Executive Vice Quarter II 20-Jul-2017 BAJAJ AUTO LTD. AGM Management 4 Reappoint Shekhar Bajaj (DIN: 00089358) as a Non- Executive Director For Against Shekhar Bajaj, 69, has attended 57% of the board meetings in FY17, and 65% of board meetings over the last three years, Quarter II 20-Jul-2017 BAJAJ AUTO LTD. AGM Management 5 Appoint SRBC & Co. LLP as statutory auditors for a period of five years and fix their remuneration For For SRBC & Co. LLP’s appointment is in line with our Voting Guidelines on Auditor Appointment/Reappointment and with the Quarter II 20-Jul-2017 BAJAJ AUTO LTD. AGM Shareholder 6 Appoint Dr. Naushad Forbes (DIN: 00630825) as an Independent Director for five years, w.e.f. 18 May 2017 For For Dr. Naushad Forbes, 57, is currently the Co-Chairperson of Forbes Marshall (a leading steam engineering and control Quarter II 20-Jul-2017 BAJAJ AUTO LTD. AGM Shareholder 7 Appoint Dr. Omkar Goswami (DIN: 00004258) as an Independent Director for five years, w.e.f. 18 May 2017 For For Dr. Omkar Goswami, 60, served as the Chief Economist for CII and has been a consultant to the World Bank, the IMF, the Quarter II 20-Jul-2017 KOTAK MAHINDRA BANK LTD. AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For Normal. Quarter II 20-Jul-2017 KOTAK MAHINDRA BANK LTD. AGM Management 2 To declare dividend of Rs. 0.6 per share on equity shares of face value Rs. 5 For For Kotak Mahindra Bank proposes to pay Rs. 0. 6 per share as dividend. The dividend payout at 3. 9% is lower than the payout Quarter II 20-Jul-2017 KOTAK MAHINDRA BANK LTD. AGM Management 3 To reappoint Mark Newman (DIN:03518417) as a non-executive director For For Mark Newman is Director, ING Bank, Australia, Asia and a nominee of the ING Banking Group. He retires by rotation and his Quarter II 20-Jul-2017 KOTAK MAHINDRA BANK LTD. AGM Management 4 To ratify the appointment of SR Batliboi & Co. LLP as statutory auditors For For SR Batliboi & Co. LLP were appointed as statutory auditor for four years in the 2015 AGM, the ratification of their Quarter II 20-Jul-2017 KOTAK MAHINDRA BANK LTD. AGM Management 5 To reappoint Prof. S. Mahendra Dev (DIN: 06519869) as Independent Director for three years till 14 March 2021 For For Prof. Mahendra Gupta is Director and Vice Chancellor, Indira Gandhi Institute of Development Research (IGIDR), Mumbai. Quarter II 20-Jul-2017 KOTAK MAHINDRA BANK LTD. AGM Shareholder 6 To appoint Uday Chander Khanna (DIN:00079129), as Independent Director for three years till 15 September 2021 For For Uday Khanna was MD & CEO Larfarge India till July 2011 and executive chairperson till September 2014. He is currently the Quarter II 20-Jul-2017 KOTAK MAHINDRA BANK LTD. AGM Management 7 To reappoint Uday S. Kotak (DIN: 00007467) as Executive Vice Chairman and Managing Director from 1 January 2018 For For Uday Kotak was paid a remuneration of Rs 28. 6 mn in FY17. His proposed remuneration is estimated at a maximum of Rs 58. Quarter II 20-Jul-2017 KOTAK MAHINDRA BANK LTD. AGM Management 8 To reappoint Dipak Gupta (DIN: 00004771) as Joint Managing Director from 1 January 2018 to 31 December 2020 For For Dipak Gupta was paid a remuneration of Rs 42. 6 mn in FY17 (including the value of ESOPs). His proposed remuneration is Quarter II 20-Jul-2017 KOTAK MAHINDRA BANK LTD. AGM Management 9 To approve increase in borrowing limits to Rs 600 bn from Rs 500 bn For For The Bank is well capitalized - its capital adequacy ratio of 16. 8% is much higher than RBI’s minimum requirement under Quarter II 20-Jul-2017 KOTAK MAHINDRA BANK LTD. AGM Management 10 To approve private placement of debentures upto a limit of Rs 50 bn For For This limit will be within the overall borrowing limit. Quarter II 20-Jul-2017 PERSISTENT SYSTEMS LTD. AGM Management 1 a. Adoption of standalone financial statements for the year ended 31 March 2017. b. Adoption of consolidated For For Normal. Quarter II 20-Jul-2017 PERSISTENT SYSTEMS LTD. AGM Management 2 To confirm interim dividend of Rs.6.0 per equity share and to declare final dividend of Rs.3.0 per share of face value For For The aggregate dividend is Rs. 9. 0 per share. The total dividend outflow including dividend tax for FY17 is Rs. 0. 9 bn. The Quarter II 20-Jul-2017 PERSISTENT SYSTEMS LTD. AGM Management 3 Reappoint Anand Deshpande (DIN: 00005721) as Chairman and Managing Director for five years from 24 July 2017 For For The reappointment of Anand Deshpande as Chairman and Managing Director is in line with the statutory requirements. The Quarter II 20-Jul-2017 PERSISTENT SYSTEMS LTD. AGM Management 4 Ratify Deloitte Haskins & Sells LLP’s appointment as statutory auditors and fix remuneration For For Deloitte Haskins & Sells LLP was appointed for a period of five years in the company’s FY14 AGM. Under the Companies Act Quarter II 20-Jul-2017 PERSISTENT SYSTEMS LTD. AGM Management 5 Redesignate Thomas Kendra (DIN: 07406678) from Independent Director to Non-Executive Non-Independent For For Thomas Kendra was Vice-President, Systems Management business, of Dell's Software group. Thomas Kendra was appointed Quarter II 20-Jul-2017 PERSISTENT SYSTEMS LTD. AGM Management 6 Amendment in Objects Clause of the Memorandum of Association (MoA) For For The company has decided to induct an additional sub-clause 12A in the MOA after existing sub-clause 12. This clause will Quarter II 20-Jul-2017 PERSISTENT SYSTEMS LTD. AGM Management 7 Approve Persistent Systems Limited – Employee Stock Option Plan 2017 (ESOP 2017) under which upto 3.4 mn stock For Against The options will vest between one year and four years from the date of grant. The company will follow fair value method to Quarter II 20-Jul-2017 PERSISTENT SYSTEMS LTD. AGM Management 8 Approve grant of stock options to the employees of subsidiaries of the company under ESOP 2017 For Against The company requires shareholder approval in a separate resolution to extend the ESOP 2017 benefits to the employees of Quarter II 20-Jul-2017 PERSISTENT SYSTEMS LTD. AGM Management 9 Authorize acquisition of shares from secondary market through Trust route for the implementation of ESOP Plan For Against The company proposes to acquire equity shares from the secondary market through PSPL ESOP Management Trust (Trust) Quarter II 20-Jul-2017 PERSISTENT SYSTEMS LTD. AGM Management 10 To grant loan (upto 5% of the aggregate of paid-up share capital and free reserves) to the Trust to purchase equity For Against The loan will be used by the Trust to acquire shares from the secondary market to issue shares upon exercise of stock options Quarter II 21-Jul-2017 INFO EDGE (INDIA) LTD. AGM Management 1 a. Adoption of standalone financial statements for the year ended 31 March 2017. b. Adoption of consolidated For For Normal. Quarter II 21-Jul-2017 INFO EDGE (INDIA) LTD. AGM Management 2 To confirm interim dividends aggregating Rs.3.0 per equity share and to declare final dividend of Rs.1.5 per share of For For The aggregate dividend is Rs. 4. 5 per share. The total dividend outflow including dividend tax for FY17 is Rs. 0. 6 bn. The Quarter II 21-Jul-2017 INFO EDGE (INDIA) LTD. AGM Management 3 Reappoint Chintan Thakkar (DIN-00678173) as an Executive Director For For Chintan Thakkar is the Chief Financial Officer. He is liable to retire by rotation and his reappointment is in line with all Quarter II 21-Jul-2017 INFO EDGE (INDIA) LTD. AGM Management 4 Appoint S R Batliboi & Associates LLP as statutory auditors for a period of five years and fix their remuneration For For S R Batliboi & Associates LLP’s appointment is in line with our Voting Policy on Auditor Appointment and with the Quarter II 21-Jul-2017 INFO EDGE (INDIA) LTD. AGM Management 5 Authorise the board to appoint branch auditors to audit foreign branches For For The company proposes to appoint branch auditors to conduct the audit of accounts of branch offices situated in countries Quarter II 21-Jul-2017 ASHOK LEYLAND LTD. AGM Management 1 Adoption of standalone and consolidated financial statements for the year ended 31 March 2017 For For Normal. Quarter II 21-Jul-2017 ASHOK LEYLAND LTD. AGM Management 2 Approve dividend of Rs 1.56 per share of face value Re 1.0 each For For The total dividend payout (including dividend distribution tax) for FY17 aggregates to RsQuarter II 21-Jul-2017 ASHOK LEYLAND LTD. AGM Management 3 Reappoint Dheeraj G Hinduja as a Director For For Dheeraj G Hinduja (DIN: 00133410) is part of the promoter group and non-executiveQuarter II 21-Jul-2017 ASHOK LEYLAND LTD. AGM Management 4 Appoint Price Waterhouse & Co as statutory auditors for five years and fix their remuneration For For Price Waterhouse & Co are replacing M S Krishnaswami & Rajan and Deloitte Haskins &Quarter II 21-Jul-2017 ASHOK LEYLAND LTD. AGM Shareholder 5 Appoint Jose Maria Alapont as an Independent Director for five years w.e.f 25 January 2017 For For Jose Maria Alapont (DIN: 07712699) is the former CEO of Federal-Mogul Corporation. HisQuarter II 21-Jul-2017 ASHOK LEYLAND LTD. AGM Management 6 Approve remuneration of Rs. 0.6 mn for Geeyes & Co. as cost auditors for FY18 For For The remuneration to be paid to the cost auditor is reasonable compared to the size andQuarter II 21-Jul-2017 ASHOK LEYLAND LTD. AGM Management 7 Amend Articles of Association (AoA) to align with Companies Act 2013 For For With the coming into force of the Companies Act, 2013, several provisions of the existingQuarter II 21-Jul-2017 RELIANCE INDUSTRIES LTD. AGM Management 1 Adoption of standalone financial statements for the year ended 31 March 2017 For For Normal. Quarter II 21-Jul-2017 RELIANCE INDUSTRIES LTD. AGM Management 2 Adoption of consolidated financial statements for the year ended 31 March 2017 For For Normal. Quarter II 21-Jul-2017 RELIANCE INDUSTRIES LTD. AGM Management 3 Declare final dividend of Rs. 11.0 per equity share (face value Rs. 10.0) For For The company has proposed a final dividend of Rs. 11. 0 per equity share of face value Rs. 10. 0 for the year ended 31 March Quarter II 21-Jul-2017 RELIANCE INDUSTRIES LTD. AGM Management 4 Reappoint Ms. Nita Ambani as Non-Executive Non-Independent Director For For Ms. Nita Ambani, 54, is part of the promoter family and Chairperson of Reliance Foundation, the umbrella organization for Quarter II 21-Jul-2017 RELIANCE INDUSTRIES LTD. AGM Management 5 Reappoint Hital Meswani as Director For For Hital Meswani, 48, is the Whole-time Director, Petroleum, Technology & Projects. He retires by rotation and his Quarter II 21-Jul-2017 RELIANCE INDUSTRIES LTD. AGM Management 6 Appoint SRBC & Co LLP and DTS & Associates as statutory auditors for five years and fix their remuneration For For Their appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section Quarter II 21-Jul-2017 RELIANCE INDUSTRIES LTD. AGM Management 7 Reappoint Pawan Kumar Kapil as Whole-time Director for five years and fix his remuneration For For Pawan Kumar Kapil, 71, is Whole-time Director and has an experience of over four decades in the petroleum industry. He Quarter II 21-Jul-2017 RELIANCE INDUSTRIES LTD. AGM Management 8 Reappoint Nikhil Meswani as Whole-time Director for five years and fix his remuneration For For Nikhil Meswani, 51, is Whole-time Director and has worked primarily in the petrochemicals division. He joined RIL in 1986 Quarter II 21-Jul-2017 RELIANCE INDUSTRIES LTD. AGM Management 9 Reappoint Yogendra Trivedi as Independent Director for five years For Against Yogendra Trivedi, 88, is a senior advocate and solicitor with experience on tax related matters. He has been on the board of Quarter II 21-Jul-2017 RELIANCE INDUSTRIES LTD. AGM Management 10 Reappoint Prof. Ashok Misra as Independent Director for five years For Against Prof. Ashok Misra, 70, is an academician and former Director, IIT Bombay. He has been on the board of the company for 12 Quarter II 21-Jul-2017 RELIANCE INDUSTRIES LTD. AGM Management 11 Reappoint Mansingh Bhakta as Independent Director for five years For Against Mansingh Bhakta, 85, is an advocate and solicitor with experience in general law and corporate and securities law. He has Quarter II 21-Jul-2017 RELIANCE INDUSTRIES LTD. AGM Management 12 Reappoint Dr. Dipak Jain as Independent Director for five years For Against Dr. Dipak Jain, 60, is the Former Dean, Kellogg School of Management. He has been on the board of the company for 12 Quarter II 21-Jul-2017 RELIANCE INDUSTRIES LTD. AGM Management 13 Reappoint Dr. Raghunath Mashelkar as Independent Director for five years For Against Dr. Raghunath Mashelkar, 74, is the Former Director-General, Council for Scientific and Industrial Research (CSIR). He has Quarter II 21-Jul-2017 RELIANCE INDUSTRIES LTD. AGM Shareholder 14 Appoint Dr. Shumeet Banerji as Independent Director for five years For For Dr. Shumeet Banerji, 57, is the Founder, Condorcet LP, an advisory and investment firm specializing in developing early stage Quarter II 21-Jul-2017 RELIANCE INDUSTRIES LTD. AGM Management 15 Alter Articles of Association to conform with Reserve Bank of India regulations For For As per the terms of the payments bank license granted to Jio Payments Bank Limited (subsidiary of the company) by Reserve Quarter II 21-Jul-2017 RELIANCE INDUSTRIES LTD. AGM Management 16 Ratify payment of aggregate remuneration of Rs. 6.1 mn to cost auditors for FY18 For For The total remuneration proposed to be paid to the cost auditors in FY18 is reasonable compared to the size and scale of Quarter II 21-Jul-2017 RELIANCE INDUSTRIES LTD. AGM Management 17 Approve private placement of non-convertible debentures of up to Rs.250 bn For For The issuance will be within the overall borrowing limit of the company. Quarter II 21-Jul-2017 KARUR VYSYA BANK LTD. AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For Normal. Quarter II 21-Jul-2017 KARUR VYSYA BANK LTD. AGM Management 2 To declare annual dividend of Rs. 2.6 per equity share (face value Rs. 2.0 each) For For For FY17, KVB proposes to pay final dividend of Rs. 2. 6 per share (down from Rs 2. 8 per share paid in FY16). Dividend Quarter II 21-Jul-2017 KARUR VYSYA BANK LTD. AGM Management 3 Reappoint G Rajasekaran (DIN :00035582), as director liable to retire by rotation For For G Rajasekaran, 66, belongs to the promoter family. He has held two terms as Director from 14 February 1990 to 13 February Quarter II 21-Jul-2017 KARUR VYSYA BANK LTD. AGM Management 4 Reappoint A K Praburaj (DIN :07004825), as director liable to retire by rotation For For A K Praburaj, 46, belongs to the promoter family. He was a Director of the Bank from 04 December 1997 to 07 March 2004. Quarter II 21-Jul-2017 KARUR VYSYA BANK LTD. AGM Management 5 To ratify appointment of Abarna & Ananthan as statutory auditors for one year For For Abarna & Ananthan were appointed as the statutory auditors of KVB in the AGM of FY16 for two years. They have been Quarter II 21-Jul-2017 KARUR VYSYA BANK LTD. AGM Management 6 Authorize the board to appoint branch auditors in consultation with the statutory auditors For For The bank seeks shareholder approval to authorize the Board to appoint branch auditors to audit its branches/offices and to Quarter II 21-Jul-2017 KARUR VYSYA BANK LTD. AGM Management 7 To extend the tenure of Venkataraman (DIN: 02443410) as MD & CEO for a period of three months from 01 June For For The tenure of K Venkataraman, MD & CEO of the Bank ended on 31 May 2017 as per the terms of his re-appointment in the Quarter II 21-Jul-2017 KARUR VYSYA BANK LTD. AGM Management 8 To reappoint N S Srinath (DIN: 01493217) as Independent Director for a period of three years till 28 June 2020 For For N S Srinath was ED of Bank of Baroda till he retired in May 2012. He was appointed on the Board of KVB in June 2012. His Quarter II 21-Jul-2017 KARUR VYSYA BANK LTD. AGM Management 9 To reappoint V G Mohan Prasad (DIN: 00002802) as Independent director for a period of five years till 14 June 2022 For Against V G Mohan Prasad’s attendance of board meetings was low in FY17 at 50% (12 of 24 meetings). Over a three-year period, his Quarter II 21-Jul-2017 KARUR VYSYA BANK LTD. AGM Management 10 To approve a rights issue in the ratio of 1:6 and to issue shares to employees along with the rights issue at Rs.76 per For For The rights issue and the share issuance to employees is priced at almost half the current market price. The bank proposes to Quarter II 22-Jul-2017 BHARTI INFRATEL LTD. AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For Normal. Quarter II 22-Jul-2017 BHARTI INFRATEL LTD. AGM Management 2 Confirm interim dividend of Rs.12 per share and approve final dividend of Rs 4.0 per share of face value Rs 10.0 each For For The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs 16. 0Quarter II 22-Jul-2017 BHARTI INFRATEL LTD. AGM Management 3 Reappoint Rajan Bharti Mittal as a Director For For Rajan Bharti Mittal (DIN: 00028016) is part of the promoter group and Vice Chairperson ofQuarter II 22-Jul-2017 BHARTI INFRATEL LTD. AGM Management 4 Appoint Deloitte Haskins & Sells LLP as statutory auditors for five years and fix their remuneration For For Deloitte Haskins & Sells LLP are replacing S. R. Batliboi & Co. LLP as the statutory auditors. TheQuarter II 22-Jul-2017 BHARTI INFRATEL LTD. AGM Shareholder 5 Appoint Sanjay Omprakash Nayar as a Director For For Sanjay Omprakash Nayar (DIN: 00002615) is the CEO of KKR India. His appointment is in lineQuarter II 22-Jul-2017 BHARTI INFRATEL LTD. AGM Shareholder 6 Appoint Tao Yih Arthur Lang as a Director For For Tao Yih Arthur Lang (DIN: 07798156) is the CEO of Singapore Telecommunications Limited. HisQuarter II 22-Jul-2017 BHARTI INFRATEL LTD. AGM Management 7 Reappoint Devender Singh Rawat as MD & CEO for a period of three years w.e.f 1 April 2017 and fix his remuneration For For Devendra Singh Rawat has been the MD since 2014. He was paid a total of Rs. 57. 5 mn in FY17. His proposed salary is Quarter II 24-Jul-2017 H D F C BANK LTD. AGM Management 1 Adoption of financial statements (standalone and consolidated) for the year ended 31 March 2017 For For Normal. Quarter II 24-Jul-2017 H D F C BANK LTD. AGM Management 2 To declare dividend of Rs. 11.0 per equity share (face value Rs. 2) For For For the last few years HDFC Bank has been paying pays dividend in the range of the 20-25% of annual profits. The payout for Quarter II 24-Jul-2017 H D F C BANK LTD. AGM Management 3 To reappoint Paresh Sukthankar as director liable to retire by rotation For For Paresh Sukthankar has been with HDFC Bank since its inception in 1994. He is the Deputy Managing Director of the Bank. His Quarter II 24-Jul-2017 H D F C BANK LTD. AGM Management 4 To reappoint Kaizad Bharucha as director liable to retire by rotation For For Kaizad Bharucha has been associated with HDFC Bank since 1995. He is Executive Director of the Bank. His reappointment as Quarter II 24-Jul-2017 H D F C BANK LTD. AGM Management 5 To reappoint Deloitte Haskins & Sells as statutory auditors at an annual remuneration of Rs. 19.0 mn for FY18 For For Deloitte Haskins & Sells have been the statutory auditors of the bank for three years. Their reappointment is in-line with the Quarter II 24-Jul-2017 H D F C BANK LTD. AGM Shareholder 6 To appoint Srikanth Nadhamuni (DIN:02551389) as director with expertise in information technology who is liable to For For Srikanth Nadhamuni is a technologist and an entrepreneur with 28 years of experience in the areas of CPU design, Quarter II 24-Jul-2017 H D F C BANK LTD. AGM Management 7 To reappoint Paresh Sukhthankar as Deputy Managing Director for three years upto 12 June 2020 and to fix his For For Paresh Sukthankar was paid a remuneration of Rs 60. 8 mn in FY17. No ESOPs were granted to the Executive Directors in the Quarter II 24-Jul-2017 H D F C BANK LTD. AGM Management 8 To reappoint Kaizad Bharucha as Executive Director for three years upto 12 June 2020 and to fix his remuneration For For Kaizad Bharucha was paid a remuneration of Rs 46. 6 mn in FY17. No ESOPs were granted to the Executive Directors in the Quarter II 24-Jul-2017 H D F C BANK LTD. AGM Management 9 To reappoint Shyamala Gopinath as part time non-executive chairperson and Independent director for three years For For Her reappointment is in line with all statutory requirements and her proposed remuneration is in line with that of her peers. Quarter II 24-Jul-2017 H D F C BANK LTD. AGM Management 10 To ratify and approve related party transactions with Housing Development Finance Corporation Limited (“HDFC For For The transactions include sourcing, assigment and securitisation of home loans, and other banking transactions. The value of Quarter II 24-Jul-2017 H D F C BANK LTD. AGM Management 11 To ratify and approve the related party transactions with HDB Financial Services Limited (“HDBFSL”) for FY18 For For The Bank periodically undertakes asset backed/mortgage backed securitization/loan assignment transactions with various Quarter II 24-Jul-2017 H D F C BANK LTD. AGM Management 12 To issue debt securities up to Rs. 500.0 bn on private placement basis For For The issuance of debt securities on private placement basis will be within the bank’s overall borrowing limit of Rs. 500. 0 bn Quarter II 24-Jul-2017 MAHINDRA & MAHINDRA FINANCIAL AGM Management 1 Adoption of standalone and consolidated financial statements for the year ended 31 March 2017 For For Normal. Quarter II 24-Jul-2017 MAHINDRA & MAHINDRA FINANCIAL AGM Management 2 To declare dividend of Rs. 2.4.0 on equity share of face value Rs. 2.0 each For For MMFSL has proposed a dividend of Rs. 2. 4 per equity share of face value Rs. 2. 0 for FY17, down 40% from that paid in FY16 Quarter II 24-Jul-2017 MAHINDRA & MAHINDRA FINANCIAL AGM Management 3 To appoint Ramesh Iyer (DIN 00220759), as a director liable to retire by rotation For For Ramesh Iyer is the Vice Chairperson and Managing Director. His reappointment, as director liable to retire by rotation, is in Quarter II 24-Jul-2017 MAHINDRA & MAHINDRA FINANCIAL AGM Management 4 To appoint BSR & Co LLP as statutory auditors for five years For For The appointment of BSR & Co LLP as statutory auditors is in line with provisions of section 139 of the Companies Act 2013. Quarter II 24-Jul-2017 G I C HOUSING FINANCE LTD. AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For Normal. Quarter II 24-Jul-2017 G I C HOUSING FINANCE LTD. AGM Management 2 To declare dividend of Rs. 5.0 per equity share (face value Rs. 10.0) For For The dividend is Rs. 5. 0 per share unchanged from FY16, despite a 18. 7% increase in profits. The pay-out ratio is 21. 9%. Quarter II 24-Jul-2017 G I C HOUSING FINANCE LTD. AGM Management 3 To reappoint Y. Ramulu (DIN 07234450) as director liable to retire by rotation For For Y Ramulu is General Manager, General Insurance Corporation of India (GIC) and has been on the Board of GIC Housing Quarter II 24-Jul-2017 G I C HOUSING FINANCE LTD. AGM Management 4 To ratify the appointment of CNK & Associates LLP as statutory auditors for one year For For CNK & Associates have been the statutory auditors of GICHF since FY2010. They were reappointed in the AGM of 2014 for a Quarter II 24-Jul-2017 G I C HOUSING FINANCE LTD. AGM Management 5 To reappoint B. Chakrabarti (DIN No. 00017513) as Independent Director for a period of two years upto the For For B. Chakrabarti is a Chartered Accountant and was CMD of National Insurance Company Ltd. And The New India Assurance Quarter II 24-Jul-2017 G I C HOUSING FINANCE LTD. AGM Management 6 To reappoint M. K. Garg (DIN No. 00081454) as Independent Director for a period of two years upto the conclusion For For M. K. Garg is a Chartered Accountant and a fellow of the Insurance Institute of India. He was the CMD of United India Quarter II 24-Jul-2017 G I C HOUSING FINANCE LTD. AGM Management 7 To reappoint A. V. Muralidharan (DIN No. 00015725) as Independent Director for a period of two years upto the For For A. V. Muralidharan is a Chartered Accountant & Company Secretary by Profession, is the ex-CMD of Export Credit Guarantee Quarter II 24-Jul-2017 G I C HOUSING FINANCE LTD. AGM Management 8 To appoint S. Gopakumar (DIN 07542356) as Managing Director & CEO for a period of two years upto 7 November For For S Gopakumar was appointed on the Board of GICHF as MD & CEO for two years from 8 November 2016. S. Gopakumar is a Quarter II 24-Jul-2017 G I C HOUSING FINANCE LTD. AGM Management 9 To increase the borrowing limits to Rs 125 bn For For GICHF proposes to increase its borrowing limits from Rs 80 bn to Rs 125 bn. On 31 March 2017, total borrowings aggregated Quarter II 24-Jul-2017 G I C HOUSING FINANCE LTD. AGM Management 10 To approve creation of charge on securities For For The company proposes to create charge on its assets and securities for the increased borrowing limits. The terms of Quarter II 24-Jul-2017 G I C HOUSING FINANCE LTD. AGM Management 11 To issue redeemable Non-Convertible Debentures on private placement basis up to Rs. 8.0 bn For For The issuance of debt securities on private placement basis will be within the overall borrowing limit of the company. Quarter II 24-Jul-2017 G I C HOUSING FINANCE LTD. AGM Management 12 To approve related party transactions with General Insurance Corporation of India, The New India Assurance For For GICHFL enters into the following transactions with its promoters: raising funds through NCDs / Bonds, taking Quarter II 24-Jul-2017 BHARTI AIRTEL LTD. AGM Management 1 Adoption of standalone and consolidated financial statements for the year ended 31 March 2017 For For Normal. Quarter II 24-Jul-2017 BHARTI AIRTEL LTD. AGM Management 2 Declare final dividend of Rs. 1.0 per equity share (face value Rs. 5.0) For For The company has proposed a final dividend of Rs. 1. 0 per equity share of face value Rs. 5. 0 for the year ended 31 March Quarter II 24-Jul-2017 BHARTI AIRTEL LTD. AGM Management 3 Reappoint Sheikh Faisal Thani Al-Thani as Non-Executive Non-Independent Director For Against Sheikh Faisal Thani Al-Thani, 34, is the Deputy Chief Investment Officer, Qatar Foundation Endowment. He has attended 13% Quarter II 24-Jul-2017 BHARTI AIRTEL LTD. AGM Management 4 Appoint Deloitte Haskins & Sells as statutory auditors for five years and fix their remuneration For For Their appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section

Quarter II 24-Jul-2017 BHARTI AIRTEL LTD. AGM Management 5 Reappoint Manish Kejriwal as Independent Director for five years For Against Manish Kejriwal, 48, is Managing Partner, Kedaara Capital, a private equity fund. He has attended 50% of the board Quarter II 24-Jul-2017 BHARTI AIRTEL LTD. AGM Management 6 Reappoint Gopal Vittal as Managing Director and CEO for five years beginning 1 February 2018 and fix his For For His estimated FY18 remuneration of Rs. 198. 0 mn including stock options is in line with peers and commensurate with the Quarter II 24-Jul-2017 BHARTI AIRTEL LTD. AGM Management 7 Ratify remuneration of Rs.0.8 mn payable to RJ Goel & Co as cost auditors for FY18 For For The total remuneration proposed to be paid to the cost auditors in FY18 is reasonable compared to the size and scale of Quarter II 24-Jul-2017 BHARTI AIRTEL LTD. AGM Management 8 Amend Bharti Airtel Employee Stock Option Scheme 2005 (ESOP 2005) For For While it is unclear why the additional clause giving amendment powers to the nomination and remuneration committee is Quarter II 26-Jul-2017 AXIS BANK LTD. AGM Management 1 a. Adoption of standalone financial statements for FYE 31 March 2017.b. Adoption of consolidated financial For For NORMAL. Quarter II 26-Jul-2017 AXIS BANK LTD. AGM Management 2 Declare equity dividend of Rs. 5.0 per share (Face Value: Rs. 2) For For The bank proposes to retain equity dividend at Rs 5. 0 per share for FY17 despite a 55. 3% fall in profits. The dividend payout Quarter II 26-Jul-2017 AXIS BANK LTD. AGM Management 3 To reappoint Usha Sangwan (DIN 02609263) as director liable to retire by rotation For Against Usha Sangwan is the nominee of LIC on the Board of Axis Bank. Her attendance of board meetings was low in FY17 at 57% (4 Quarter II 26-Jul-2017 AXIS BANK LTD. AGM Management 4 To reappoint B. Babu Rao (DIN 00425793) as director liable to retire by rotation For For B. Babu Rao is an employee of UTI Asset Management Company and is deputed to SUUTI. SUUTI holds 11. 5% of the bank’s Quarter II 26-Jul-2017 AXIS BANK LTD. AGM Management 5 To ratify the reappointment of S. R. Batliboi & Co LLP as Statutory Auditors for one year For For S. R. Batliboi & Co LLP were appointed as auditors of the Bank for four years in the AGM of FY14. Axis Bank seeks ratification Quarter II 26-Jul-2017 AXIS BANK LTD. AGM Management 6 To approve revision in remuneration to Dr. Sanjiv Misra as Non-Executive (Part-time chairman) for one year from 18 For For The total remuneration paid to Dr. Sanjiv Misra in FY16 was Rs. 3. 6 mn. The proposed terms of remuneration for FY18 is Rs Quarter II 26-Jul-2017 AXIS BANK LTD. AGM Management 7 To approve revision in remuneration of Managing Director & CEO, Shikha Sharma from 1 June 2017 for one year For For Shikha Sharma has been the Managing Director of the Bank since 2009. In FY17, she was paid remuneration of Rs 200. 6 mn Quarter II 26-Jul-2017 AXIS BANK LTD. AGM Management 8 To approve revision in remuneration of Deputy Managing Director, V. Srinivasan from 1 June 2017 for one year For For V. Srinivasan has been the Deputy Managing Director of the Bank since December 2015. In FY17 he was paid remuneration Quarter II 26-Jul-2017 AXIS BANK LTD. AGM Management 9 To approve revision in remuneration of Executive Director (Retail Banking), Rajiv Anand from 1 June 2017 for one year For For Rajiv Anand was appointed on the Board of Axis Bank on 12 May 2016. In FY17 he was paid remuneration of Rs 52. 2 mn Quarter II 26-Jul-2017 AXIS BANK LTD. AGM Management 10 To approve revision in remuneration of Executive Director (Corporate Centre), Rajesh Dahiya from 1 June 2017 for For For Rajesh Dahiya was appointed on the Board of Axis Bank on 12 May 2016. In FY17 he was paid remuneration of Rs 42. 9 mn Quarter II 26-Jul-2017 AXIS BANK LTD. AGM Management 11 To approve borrowing/raising funds in Indian Currency/Foreign Currency by issue of debt instruments including but For For These debt instruments issued will be within the Bank’s overall borrowing limits. Axis Bank’s Certificate of Deposits are rated Quarter II 26-Jul-2017 HOUSING DEVELOPMENT FINANCE AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For NORMAL. Quarter II 26-Jul-2017 HOUSING DEVELOPMENT FINANCE AGM Management 2 Confirm interim dividend of Rs.3 per share and approve final dividend of Rs 15.0 per share of face value Rs 2.0 each For For The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs 34. 4Quarter II 26-Jul-2017 HOUSING DEVELOPMENT FINANCE AGM Management 3 Reappoint Ms. Renu Sud Karnad as a Director For For Ms. Renu Sud Karnad (DIN: 00008064) is the Managing Director. She retires by rotation and herQuarter II 26-Jul-2017 HOUSING DEVELOPMENT FINANCE AGM Management 4 Reappoint V. Srinivasa Rangan as a Director For For V. Srinivasa Rangan (DIN: 00030248) is an Executive Director. He retires by rotation and hisQuarter II 26-Jul-2017 HOUSING DEVELOPMENT FINANCE AGM Management 5 Appoint B S R & Co. LLP as statutory auditors for five years and fix their remuneration at Rs.16.7 mn for FY18 For For B S R & Co. LLP are replacing Deloitte, Haskins & Sells LLP as the statutory auditors. TheQuarter II 26-Jul-2017 HOUSING DEVELOPMENT FINANCE AGM Management 6 Approve issuance of Non-Convertible Debentures of up to Rs.850 bn For For The issuance will be within the overall borrowing limit of Rs. 3. 50 trillion. Quarter II 26-Jul-2017 HOUSING DEVELOPMENT FINANCE AGM Management 7 Approve related party transactions aggregating to ~Rs.200 bn with HDFC Bank for FY18 For For HDFC Bank sources home loans for HDFC through its branches across India. HDFC, afterQuarter II 26-Jul-2017 HOUSING DEVELOPMENT FINANCE AGM Management 8 Approve revision in basic salary for executive directors w.e.f 1 January 2017 For For The proposed annual basic salary of Rs. 18. 0-32. 4 mn for the managing directors (Keki MistryQuarter II 26-Jul-2017 HOUSING DEVELOPMENT FINANCE AGM Management 9 Amend Articles of Association (AoA) to align with Companies Act 2013 For For With the coming into force of the Companies Act, 2013, several provisions of the existingQuarter II 26-Jul-2017 INDUSIND BANK LTD. AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For NORMAL. Quarter II 26-Jul-2017 INDUSIND BANK LTD. AGM Management 2 Declare final dividend of Re. 0.5/- per equity share (face value Rs. 10.0) for FY17 For For Dividend for FY17 is Rs. 6. 0/-, while it paid a dividend of Rs. 4. 5/- in FY16. The total dividend outflow (including dividend tax Quarter II 26-Jul-2017 INDUSIND BANK LTD. AGM Management 3 Reappoint Romesh Sobti (DIN: 00031034) as an Executive Director For For Ramesh Sobti, 67, has been the Managing Director & CEO for the past nine years. His reappointment meets all statutory Quarter II 26-Jul-2017 INDUSIND BANK LTD. AGM Management 4 Reappoint Price Waterhouse Chartered Accountants LLP as statutory auditors for FY18 and fix their remuneration For For Price Waterhouse Chartered Accountants LLP’s appointment is in line with our Voting Guidelines on Auditor Quarter II 26-Jul-2017 INDUSIND BANK LTD. AGM Management 5 Reappoint R. Seshasayee (DIN: 00047985) as the Non-Independent Non- Executive Chairperson For For R. Seshasayee, 69, has been the Chairperson for the past ten years. His reappointment meets all statutory requirements. Quarter II 26-Jul-2017 INDUSIND BANK LTD. AGM Management 6 Increase borrowing limits to Rs 500 bn from Rs 350 bn For For Given the growth in advances, IndusInd will need fresh funds to meet its capital requirements. It has a long-term credit Quarter II 26-Jul-2017 INDUSIND BANK LTD. AGM Management 7 Issuance of Long-Term Bonds or Non-Convertible Debentures (NCDs) on a private placement basis upto Rs. 100 bn For For The issuance of Long-Term Bonds or NCDs on private placement basis will be within the overall borrowing limit. Quarter II 26-Jul-2017 DABUR INDIA LTD. AGM Management 1 Adoption of standalone financial statements for the year ended 31 March 2017 For For NORMAL. Quarter II 26-Jul-2017 DABUR INDIA LTD. AGM Management 2 Adoption of consolidated financial statements for the year ended 31 March 2017 For For NORMAL. Quarter II 26-Jul-2017 DABUR INDIA LTD. AGM Management 3 To confirm the interim dividend of Rs. 1.25 per equity share and declare final dividend of Re.1.0 per equity share of For For Dabur paid an interim dividend of Rs. 1. 25 per equity share of face value Re. 1. It has now proposed a final dividend of Re. 1 Quarter II 26-Jul-2017 DABUR INDIA LTD. AGM Management 4 Reappoint Mohit Burman as a Non-Executive Director Non-Independent Director For For Mohit Burman is part of the promoter group. He retires by rotation and his reappointment is in line with all statutory Quarter II 26-Jul-2017 DABUR INDIA LTD. AGM Management 5 Reappoint Amit Burman as a Non-Executive Director Non-Independent Director For For Amit Burman is the Promoter Vice-chairperson. He attended 60% of the board meetings held in FY17 and 80% of board Quarter II 26-Jul-2017 DABUR INDIA LTD. AGM Management 6 Appoint Walker Chandiok & Co. LLP as statutory auditors for a period of five years For For Walker Chandiok & Co. LLP’s appointment as statutory auditors is in line with our Voting Guidelines on Auditor Quarter II 26-Jul-2017 DABUR INDIA LTD. AGM Management 7 Ratify remuneration of Rs. 478,000 (plus service tax and out of pocket expenses) for Ramanath Iyer & Co., as cost For For The proposed remuneration is comparable to the size and complexity of the business. Quarter II 26-Jul-2017 DABUR INDIA LTD. AGM Management 8 Reappoint PD Narang as Whole-Time Director for a term of five years from 1 April 2018 and fix his remuneration For For PD Narang is the Group Director, Corporate Affairs with over three decades of experience. He is a professional. The proposed Quarter II 27-Jul-2017 EXIDE INDUSTRIES LTD. AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For NORMAL. Quarter II 27-Jul-2017 EXIDE INDUSTRIES LTD. AGM Management 2 To confirm the interim dividend of Rs. 1.6 per equity share and declare final dividend of Rs.0.8 per equity share of face For For Exide paid an interim dividend of Rs. 1. 6 per equity share of face value Re. 1. It has now proposed a final dividend of Rs. 0. 8 Quarter II 27-Jul-2017 EXIDE INDUSTRIES LTD. AGM Management 3 Reappoint Subir Chakraborty as an Executive Director For For Subir Chakraborty (DIN: 00130864) is the Director (Automotive). He retires by rotation and his reappointment is in line with Quarter II 27-Jul-2017 EXIDE INDUSTRIES LTD. AGM Management 4 Reappoint Rajan Raheja as a Non-Executive, Non-Independent Director For For Rajan Raheja (DIN: 00037480) is the Promoter Vice chairperson. He retires by rotation and his reappointment is in line with Quarter II 27-Jul-2017 EXIDE INDUSTRIES LTD. AGM Management 5 Appoint BSR & Co. LLP as statutory auditors for a period of five years For For The company proposes BSR & Co. LLP in place of SR Batliboi & Co. LLP. BSR & Co. LLP’s appointment as statutory auditors is Quarter II 27-Jul-2017 EXIDE INDUSTRIES LTD. AGM Management 6 Ratify remuneration of Rs. 900,000 (plus service tax and out of pocket expenses) for Shome & Banerjee, as cost For For The proposed remuneration is comparable to the size and complexity of the business. Quarter II 27-Jul-2017 TATA ELXSI LTD. AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For NORMAL. Quarter II 27-Jul-2017 TATA ELXSI LTD. AGM Management 2 To declare final dividend of Rs.16.0 per share of face value Rs.10.0 For For The total dividend outflow including dividend tax for FY17 is Rs. 0. 6 bn. The dividend payout ratio for FY17 is 34. 6%. Quarter II 27-Jul-2017 TATA ELXSI LTD. AGM Management 3 Reappoint Dr. Gopichand Katragadda (DIN 02475721) as a Non-Executive Non-Independent Director For For Dr. Gopichand Katragadda is the Group Chief Technology Officer of Tata Sons Ltd. He is liable to retire by rotation and his Quarter II 27-Jul-2017 TATA ELXSI LTD. AGM Management 4 Appoint BSR & Co LLP as statutory auditors for a period of five years and fix their remuneration For For BSR & Co LLP’s appointment is in line with our Voting Policy on Auditor Appointment and with the requirements of Section Quarter II 27-Jul-2017 TATA ELXSI LTD. AGM Shareholder 5 Appoint Sudhakar Rao (DIN 00267211) as an Independent Director for five years from 1 August 2016 For For Sudhakar Rao is a retired Indian Administrative Service (IAS) Officer of the 1973 batch. His appointment is in line with the Quarter II 27-Jul-2017 TATA ELXSI LTD. AGM Management 6 Reappoint Madhukar Dev (DIN:00082103) as Managing Director and CEO from 16 January 2017 to 1 October 2019 For For Madhukar Dev has been the Managing Director since 2002. His reappointment as Managing Director and CEO is in line with Quarter II 28-Jul-2017 S K F INDIA LTD. AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For Normal. Quarter II 28-Jul-2017 S K F INDIA LTD. AGM Management 2 Declare final dividend of Rs. 10.0 per equity share (face value Rs. 10.0) For For The company has proposed a final dividend of Rs. 10. 0 per equity share of face value Rs. 10. 0 for the year ended 31 March Quarter II 28-Jul-2017 S K F INDIA LTD. AGM Management 3 Reappoint Rakesh Makhija as Non-Executive Non-Independent Director For For Rakesh Makhija, 66, is the current Chairperson and former MD, SKF India Limited. He retires by rotation and his Quarter II 28-Jul-2017 S K F INDIA LTD. AGM Management 4 Ratify Price Waterhouse & Co. as statutory auditors for one year and fix their remuneration For For Price Waterhouse & Co. Were appointed as the statutory auditors for SKF India Ltd in the year 2012. Their ratification is in Quarter II 28-Jul-2017 S K F INDIA LTD. AGM Shareholder 5 Appoint Bernd Stephan as Non-Executive Non-Independent Director For For Bernd Stephan, 61, is President, Automotive and Aerospace, SKF Group and member of SKP Group management. His Quarter II 28-Jul-2017 S K F INDIA LTD. AGM Management 6 Ratify remuneration of Rs. 380,000 payable to RA & Co. as cost auditor for FY17 For For The total remuneration proposed to be paid to the cost auditors in FY17 is reasonable compared to the size and scale of Quarter II 28-Jul-2017 C E S C LTD. AGM Management 1 Adoption of standalone and consolidated financial statements for the year ended 31 March 2017 For For NORMAL. Quarter II 28-Jul-2017 C E S C LTD. AGM Management 2 Confirm interim dividend of Rs.10 per equity share of face value Rs.1 each For For The company has already paid an interim dividend of Rs. 10 per equity share. No finalQuarter II 28-Jul-2017 C E S C LTD. AGM Management 3 Appoint Aniruddha Basu as Director For For Aniruddha Basu (DIN: 06593527) is the Managing Director. His appointment is in line withQuarter II 28-Jul-2017 C E S C LTD. AGM Management 4 Appoint SR Batliboi & Co as statutory auditors for five years and fix their remuneration For For SR Batliboi & Co will replace Lovelock & Lewes as statutory auditors. Their appointment isQuarter II 28-Jul-2017 C E S C LTD. AGM Management 5 Approve creation of mortgage on assets against debt and financial guarantees aggregating to Rs.20.1 bn For For CESC has raised secured loans from ICICI Bank, HDFC Bank, Karnataka Bank, Citi Bank,Quarter II 28-Jul-2017 C E S C LTD. AGM Management 6 Approve remuneration of Rs.600,000 payable to Shome and Banerjee, cost auditors for FY18 For For The total remuneration proposed to be paid to the cost auditors is reasonable comparedQuarter II 28-Jul-2017 ATUL LTD. AGM Management 1 a. Adoption of standalone financial statements for the year ended 31 March 2017.b. Adoption of consolidated For For NORMAL. Quarter II 28-Jul-2017 ATUL LTD. AGM Management 2 Declare final dividend of Rs. 10.0/- per equity share (face value Rs. 10.0) for FY17 For For Dividend for FY17 is Rs. 10. 0/-, which is same as paid in the previous year. The total dividend outflow (including dividend tax Quarter II 28-Jul-2017 ATUL LTD. AGM Management 3 Reappoint Rajendra Shah (DIN: 00009851) as a Non-Executive Non-Independent Director For For Rajendra Shah, 84, has been associated with Atul for the past 34 years. His reappointment meets all statutory requirements. Quarter II 28-Jul-2017 ATUL LTD. AGM Management 4 Reappoint T Gopi Kannan (DIN: 00048645) as an Executive Director For For T Gopi Kannan, 58, has been associated with Atul for past 24 years and is currently the CFO. His reappointment as an Quarter II 28-Jul-2017 ATUL LTD. AGM Management 5 Appoint Deloitte Haskins & Sells LLP as statutory auditors for a period of five years and fix their remuneration For For Deloitte Haskins & Sells LLP’s appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the Quarter II 28-Jul-2017 ATUL LTD. AGM Management 6 Reappoint Samveg Lalbhai (DIN: 00009278) as Managing Director for five years w.e.f. 15 December 2017 and fix his For For Samveg Lalbhai, 56, is part of the promoter family. He has been on the board of the company for past 17 years. His proposed Quarter II 28-Jul-2017 ATUL LTD. AGM Management 7 Approval for reclassification of members of Sanjay Lalbhai family from promoter to public shareholders For For In FY17 the members of Sanjay Lalbhai family (along with Arvind Ltd. And its subsidiaries) have sold their shares in Atul. As a Quarter II 28-Jul-2017 ATUL LTD. AGM Management 8 Approve remuneration of Rs. 0.27 mn for R Nanabhoy & Co. as cost auditors for FY18 For For The total remuneration proposed is reasonable compared to the size and scale of the company’s operations. Quarter II 28-Jul-2017 I T C LTD. AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For NORMAL. Quarter II 28-Jul-2017 I T C LTD. AGM Management 2 Declare a final dividend of Rs.4.75 per equity share (face value of Re.1.0 per share) For For The company proposes to pay a total dividend of Rs. 4. 75 per equity share carrying a face value of Re. 1. 0 each. The total Quarter II 28-Jul-2017 I T C LTD. AGM Management 3 Reappoint Suryakant Balkrishna Mainak (DIN: 02531129) as a Non-Executive Non-Independent Director For For Suryakant Balkrishna Mainak is a representative of LIC. His reappointment is in line with all statutory requirements. Quarter II 28-Jul-2017 I T C LTD. AGM Management 4 Ratification of Deloitte Haskins & Sells as statutory auditor and to fix their remuneration at Rs.29.5mn for FY18 For Against ITC proposes to ratify Deloitte Haskins & Sells as statutory auditors: Deloitte Haskins & Sells were first appointed as the Quarter II 28-Jul-2017 I T C LTD. AGM Shareholder 5 Appoint Zafir Alam (DIN: 07641534) as a Non-Executive Non-Independent Director for a period of three years from For For Zafir Alam was appointed as an Additional Director from 26 October 2016 as a representative of General Insurer’s (Public Quarter II 28-Jul-2017 I T C LTD. AGM Shareholder 6 Appoint David Robert Simpson (DIN: 07717430) as a Non-Executive Non-Independent Director for a period of three For For David Robert Simpson was appointed as an Additional Director from 27 January 2017 as a representative of Tobacco Quarter II 28-Jul-2017 I T C LTD. AGM Shareholder 7 Appoint Ashok Malik (DIN: 07075819) as a Non-Executive Non-Independent Director for a period of three years from For For Ashok Malik was appointed as an Additional Director from 11 April 2017 as a representative of Specified Undertaking of the Quarter II 28-Jul-2017 I T C LTD. AGM Management 8 Approve the additional remuneration of Yogesh Chander Deveshwar as a Non-Executive Chairperson for a term of For Against At an aggregate remuneration estimated at Rs. 127. 1 million, Yogesh Deveshwar’s remuneration is higher than 90% of CEOs Quarter II 28-Jul-2017 I T C LTD. AGM Management 9 Revision in terms of Sanjiv Puri as CEO & Whole-Time Director for a period of three years with effect from 5 February For For Sanjiv Puri was appointed as CEO from 5 February 2017. He is a professional. The proposed remuneration, estimated at Rs. Quarter II 28-Jul-2017 I T C LTD. AGM Management 10 Ratify remuneration of Rs.0.4 mn (plus reimbursement of actual expenses) for P. Raju Iyer, cost auditors for the For For The proposed remuneration is comparable to the size and complexity of the business. Quarter II 28-Jul-2017 I T C LTD. AGM Management 11 Ratify remuneration of Rs. 0.5 mn (plus reimbursement of actual expenses) for Shome & Banerjee, cost auditors for For For The proposed remuneration is comparable to the size and complexity of the business. Quarter II 28-Jul-2017 COROMANDEL INTERNATIONAL LTD. AGM Management 1 Adoption of standalone financial statements for the year ended 31 March 2017 For For Normal. Quarter II 28-Jul-2017 COROMANDEL INTERNATIONAL LTD. AGM Management 2 Adoption of consolidated financial statements for the year ended 31 March 2017 For For Normal. Quarter II 28-Jul-2017 COROMANDEL INTERNATIONAL LTD. AGM Management 3 To declare final dividend of Rs.5.0 per share of face value Re.1.0 For For The total dividend outflow including dividend tax for FY17 is Rs. 1. 8 bn. The dividend payout ratio is 36. 8%. Quarter II 28-Jul-2017 COROMANDEL INTERNATIONAL LTD. AGM Management 4 Reappoint V Ravichandran (DIN: 00110086) as a Non-Executive Non-Independent Director For For V Ravichandran is the Vice-Chairperson. He is liable to retire by rotation and his reappointment is in line with all statutory Quarter II 28-Jul-2017 COROMANDEL INTERNATIONAL LTD. AGM Management 5 Ratify Deloitte Haskins & Sells’ reappointment as statutory auditors and fix remuneration For For Deloitte Haskins & Sells were reappointed for a period of 5 years in the company’s FY14 AGM. Under the Companies Act Quarter II 28-Jul-2017 COROMANDEL INTERNATIONAL LTD. AGM Shareholder 6 Appoint Ms. Nirupama Rao (DIN 06954879) as an Independent Director for five years from 5 September 2016 For For Ms. Nirupama Rao is Former Foreign Secretary of India. Her appointment is in line with the statutory requirements. Quarter II 28-Jul-2017 COROMANDEL INTERNATIONAL LTD. AGM Management 7 Approve remuneration of Rs.1.1 mn for V Kalyanaraman and Ms. Jyothi Satish as cost auditors for FY18 For For The total remuneration proposed is reasonable compared to the size and scale of the company’s operations. Quarter II 28-Jul-2017 DR. REDDY'S LABORATORIES LTD. AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For Normal. Quarter II 28-Jul-2017 DR. REDDY'S LABORATORIES LTD. AGM Management 2 Declare final dividend of Rs.20.0 per equity share (face value of Rs.5.0) For For The total dividend for FY17 is Rs. 20. 0/- per share and the total dividend outflow (including dividend tax for FY17) is Rs. 4. 0 Quarter II 28-Jul-2017 DR. REDDY'S LABORATORIES LTD. AGM Management 3 Reappoint G.V. Prasad (DIN: 00057433) as Director retiring by rotation For For G. V. Prasad, 56, is the Co-Chairperson and Managing Director, and the company’s promoter. His reappointment is in line Quarter II 28-Jul-2017 DR. REDDY'S LABORATORIES LTD. AGM Management 4 Ratify the appointment of S R Batliboi & Associates LLP as statutory auditors for one year and fix their remuneration For For S R Batliboi & Associates LLP is part of the Ernst & Young (E&Y) audit network. They were appointed in 2016. Their Quarter II 28-Jul-2017 DR. REDDY'S LABORATORIES LTD. AGM Management 5 Reappoint K. Satish Reddy (DIN: 00129701) as Whole-time Director designated as Chairperson for a term of five years For For K. Satish Reddy, 50, is the Chairperson and promoter director. His term expires on 30 September 2017. In FY17, he was paid Quarter II 28-Jul-2017 DR. REDDY'S LABORATORIES LTD. AGM Management 6 Ratify remuneration of Rs. 700,000 payable to Sagar & Associates as cost auditors for FY18 For For The proposed remuneration to be paid to the cost auditor in FY18 is reasonable compared to the size and scale of Quarter II 28-Jul-2017 BIOCON LTD. AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For Normal. Quarter II 28-Jul-2017 BIOCON LTD. AGM Management 2 Declare final dividend of Re.1.0 per equity share (face value Rs.5.0) For For The total dividend for FY17 is Re. 1. 0/- per share. The total dividend outflow (including dividend tax for FY17) is Rs. 0. 7 bn, Quarter II 28-Jul-2017 BIOCON LTD. AGM Management 3 Reappoint Ravi Mazumdar (DIN: 00109213) as Non-Executive Non-Independent Director For For Ravi Mazumdar is a professor at University of Waterloo, Canada. He retires by rotation, and his reappointment is in line with Quarter II 28-Jul-2017 BIOCON LTD. AGM Management 4 Ratify the appointment of M/s. B S R & Co. LLP as statutory auditors for one year and fix their remuneration For For Their ratification is in line with our Voting Guidelines on Auditor (Re)Appointments and with the requirements of Section 139 Quarter II 28-Jul-2017 BIOCON LTD. AGM Management 5 Reappoint Russel Walls (DIN: 03528496) as an Independent Director for five years For For Russel Walls is the Chairperson of Aviva Life Holdings Limited. He has been on Biocon’s board since April 2011. His Quarter II 28-Jul-2017 BIOCON LTD. AGM Management 6 Reappoint Mary Harney (DIN: 05321964) as an Independent Director for five years For For Mary Harney has been on the company’s board since April 2012. Her reappointment is in line with all the statutory Quarter II 28-Jul-2017 BIOCON LTD. AGM Management 7 Reappoint Daniel M. Bradbury (DIN: 06599933) as an Independent Director for five years For For Daniel M. Bradbury has been on the company’s board since April 2013. His reappointment is in line with all the statutory Quarter II 28-Jul-2017 BIOCON LTD. AGM Management 8 Ratify remuneration of Rs. 450,000 payable to M/s. Rao Murthy & Associates, cost auditors for FY18 For For The proposed remuneration to be paid to the cost auditor in FY18 is reasonable compared to the size and scale of Quarter II 31-Jul-2017 GODREJ CONSUMER PRODUCTS LTD. AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For Normal. Quarter II 31-Jul-2017 GODREJ CONSUMER PRODUCTS LTD. AGM Management 2 Confirm interim dividend of Rs. 15.0/- per equity share (face value Re. 1.0) for FY17 For For Dividend for FY17 is Rs. 15. 0/-, while it paid a dividend of Rs. 5. 8/- in the previous year. The total dividend outflow (including Quarter II 31-Jul-2017 GODREJ CONSUMER PRODUCTS LTD. AGM Management 3 Reappoint Jamshyd Godrej (DIN: 00076250) as a Non-Executive Non-Independent Director For For Jamshyd Godrej, 69, is currently the CMD of Godrej & Boyce and part of the promoter family. He has been associated with Quarter II 31-Jul-2017 GODREJ CONSUMER PRODUCTS LTD. AGM Management 4 Reappoint Nadir Godrej (DIN: 00066195) as a Non-Executive Non-Independent Director For For Nadir Godrej, 66, is currently the MD of Godrej Industries and part of the promoter family. He has been associated with Quarter II 31-Jul-2017 GODREJ CONSUMER PRODUCTS LTD. AGM Management 5 Appoint BSR & Co. LLP as statutory auditors for a period of five years and fix their remuneration For For BSR & Co. LLP’s appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Quarter II 31-Jul-2017 GODREJ CONSUMER PRODUCTS LTD. AGM Management 6 Approve remuneration of Rs. 0.62 mn for PM Nanabhoy & Co. as cost auditors for FY18 For For The total remuneration proposed is reasonable compared to the size and scale of the company’s operations. Quarter II 31-Jul-2017 GODREJ CONSUMER PRODUCTS LTD. AGM Shareholder 7 Appoint Pirojsha Godrej (DIN: 00432983) as a Non-Executive Non-Independent Director For For Pirojsha Godrej, 38, is currently the Chairperson of Godrej Industries and part of the promoter family. He graduated from Quarter II 31-Jul-2017 GODREJ CONSUMER PRODUCTS LTD. AGM Shareholder 8 Appoint Ndidi Nwuneli (DIN: 07738574) as an Independent Director for five years, w.e.f. 1 April 2017 For For Ms. Ndidi Nwuneli, 42, is the Founder of LEAP Africa and Co- Founder of ACCE Food Processing & Distribution and Sahel Quarter II 31-Jul-2017 GODREJ CONSUMER PRODUCTS LTD. AGM Management 9 Approve commission for Non-Executive Directors and Independent Directors of upto 1% of net profits or Rs. 2.0 mn For For The company proposes to increase the individual cap from the earlier approved Rs. 1. 5 mn to Rs. 2. 0 mn, upto 1% of net Quarter II 31-Jul-2017 CARBORUNDUM UNIVERSAL LTD. AGM Management 1 Adoption of standalone financial statements for the year ended 31 March 2017 For For Normal. Quarter II 31-Jul-2017 CARBORUNDUM UNIVERSAL LTD. AGM Management 2 Adoption of consolidated financial statements for the year ended 31 March 2017 For For Normal. Quarter II 31-Jul-2017 CARBORUNDUM UNIVERSAL LTD. AGM Management 3 Ratify interim dividend of Re. 1.0 per equity share and declare final dividend of Re. 0.75 per equity share (face value For For The company has proposed a final dividend of Rs. 0. 75 per equity share of face value Re. 1. 0 for the year ended 31 March Quarter II 31-Jul-2017 CARBORUNDUM UNIVERSAL LTD. AGM Management 4 Reappoint M M Murugappan as Non-Executive Non-Independent Director For For M M Murugappan is the promoter and Chairperson, Carborundum Universal Limited. He retires by rotation and his Quarter II 31-Jul-2017 CARBORUNDUM UNIVERSAL LTD. AGM Management 5 Appoint Price Waterhouse Chartered Accountants LLP as statutory auditors for five years and fix their remuneration For For Their appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section Quarter II 31-Jul-2017 CARBORUNDUM UNIVERSAL LTD. AGM Shareholder 6 Appoint M A M Arunachalam as Non-Executive Non-Independent Director For For M A M Arunachalam, 49, is part of the promoter group and MD, Parry Enterprises India Limited. His appointment is in line Quarter II 31-Jul-2017 CARBORUNDUM UNIVERSAL LTD. AGM Shareholder 7 Appoint PS Raghavan as Independent Director for five years For For PS Raghavan, 61, is an Indian Foreign Services Officer and Former Secretary, Ministry of External Affairs. His appointment as Quarter II 31-Jul-2017 CARBORUNDUM UNIVERSAL LTD. AGM Shareholder 8 Appoint Sujjain Talwar as Independent Director for five years For For Sujjain Talwar, 53, is a solicitor and founding partner, Economic Laws Practice. His appointment as independent director is in Quarter II 31-Jul-2017 CARBORUNDUM UNIVERSAL LTD. AGM Management 9 Reappoint K Srinivasan as Managing Director for two years with effect from 23 November 2017 and fix his For For His estimated FY18 remuneration of Rs. 28. 7 mn is in line with peers and commensurate with the size and complexity of the Quarter II 31-Jul-2017 CARBORUNDUM UNIVERSAL LTD. AGM Management 10 Approve remuneration of Rs. 400,000 payable to S Mahadevan & Co as cost auditors for FY18 For For The total remuneration proposed to be paid to the cost auditors in FY18 is reasonable compared to the size and scale of Quarter II 31-Jul-2017 CARBORUNDUM UNIVERSAL LTD. AGM Management 11 Approve private placement of non-convertible debentures of up to Rs.2.5 bn For For The issuance will be within the overall borrowing limit of the company. Quarter II 31-Jul-2017 SHREE CEMENT LTD. AGM Management 1 Adoption of standalone and consolidated financial statements for the year ended 31 March 2017 For For Normal. Quarter II 31-Jul-2017 SHREE CEMENT LTD. AGM Management 2 Ratify interim dividend of Rs. 16.0 per share and special dividend of Rs. 100 per share (face value Rs. 10.0) For For The total dividend outflow including dividend tax on account of the interim and special dividend for FY17 is Rs. 4. 9 bn. Quarter II 31-Jul-2017 SHREE CEMENT LTD. AGM Management 3 Declare final dividend of Rs. 24.0 per equity share (face value Rs. 10.0) For For The company has proposed a final dividend of Rs. 24. 0 per equity share of face value Rs. 10. 0 for the year ended 31 March Quarter II 31-Jul-2017 SHREE CEMENT LTD. AGM Management 4 Reappoint Ramakant Sharma as Non-Executive Non-Independent Director For For Ramakant Sharma, 73, is Former Senior Vice President, Public Relations, Shree Cement Limited. He retires by rotation and his Quarter II 31-Jul-2017 SHREE CEMENT LTD. AGM Management 5 Appoint Gupta & Dua as statutory auditors for five years and fix their remuneration For For Their appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section Quarter II 31-Jul-2017 SHREE CEMENT LTD. AGM Management 6 Ratify remuneration of Rs. 350,000 payable to KG Goyal & Associates as cost auditors for FY18 For For The total remuneration proposed to be paid to the cost auditors in FY18 is reasonable compared to the size and scale of Quarter II 31-Jul-2017 SHREE CEMENT LTD. AGM Management 7 Reappoint Prashant Bangur as Joint Managing Director for five years and fix his remuneration For Against Prashant Bangur, 37, is part of the promoter family. He is being reappointed as Joint MD for five years with effect from 1 Quarter II 31-Jul-2017 SHREE CEMENT LTD. AGM Management 8 Approve private placement of non-convertible debentures For For The issuance will be within the overall borrowing limit of the company, which is currently at Rs. 75 bn. However, the Quarter II 01-Aug-2017 PIRAMAL ENTERPRISES LTD. AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For Normal. Quarter II 01-Aug-2017 PIRAMAL ENTERPRISES LTD. AGM Management 2 Approve dividend of Rs.21 per share of face value Rs.2.0 each For For The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs. 4. 4 bn. The dividend payout ratio Quarter II 01-Aug-2017 PIRAMAL ENTERPRISES LTD. AGM Management 3 Reappoint Vijay Shah as a Director For For Vijay Shah (DIN: 00021276) is the Chief Operating Officer (COO). He retires by rotation and hisQuarter II 01-Aug-2017 PIRAMAL ENTERPRISES LTD. AGM Management 4 Appoint Deloitte Haskins & Sells LLP as statutory auditors for a period of five years and fix their remuneration For For Deloitte Haskins & Sells LLP are replacing Price Waterhouse as the statutory auditors. TheQuarter II 01-Aug-2017 PIRAMAL ENTERPRISES LTD. AGM Shareholder 5 Appoint Anand Piramal as a Director For For Anand Piramal (DIN: 00286085), 32, is the son of Ajay Piramal (promoter). He graduated inQuarter II 01-Aug-2017 PIRAMAL ENTERPRISES LTD. AGM Management 6 Reappoint Ajay Piramal as Executive Chairperson for a period of five years w.e.f 1 April 2017 and fix his remuneration For For The proposed pay of Rs. 129. 3 mn is in line with peers and commensurate with the size and scaleQuarter II 01-Aug-2017 PIRAMAL ENTERPRISES LTD. AGM Management 7 Reappoint Ms Nandini Piramal as Executive Director for a period of five years w.e.f 1 April 2017 and fix her For For The proposed pay of Rs. 43. 1 mn is in line with peers and commensurate with the size and scaleQuarter II 01-Aug-2017 PIRAMAL ENTERPRISES LTD. AGM Management 8 Approve issuance of non-convertible debentures (NCDs) on a private placement basis For For The issuance will be within the approved borrowing limit of Rs. 440 bn, over and above theQuarter II 01-Aug-2017 PIRAMAL ENTERPRISES LTD. AGM Management 9 Approve remuneration of Rs. 0.6 mn for G.R. Kulkarni & Associates as cost auditors for FY18 For For The remuneration to be paid to the cost auditor is reasonable compared to the size and scale ofQuarter II 01-Aug-2017 PIRAMAL ENTERPRISES LTD. AGM Management 10 To charge fees from shareholders in advance for the dispatch of documents in the mode requested by them For For Given that the charges may become a deterrent for shareholders to seek information, weQuarter II 01-Aug-2017 TRENT LTD. AGM Management 1 Adoption of standalone financial statements for the year ended 31 March 2017 For For Normal. Quarter II 01-Aug-2017 TRENT LTD. AGM Management 2 Adoption of consolidated financial statements for the year ended 31 March 2017 For For Normal. Quarter II 01-Aug-2017 TRENT LTD. AGM Management 3 Declare final dividend of Re. 1.0/- per equity share (face value Re. 1.0) for FY17 For For Dividend for FY17 is Re. 1. 0/-, while it paid a dividend of Re. 0. 9/- in the previous year. The total dividend outflow (including Quarter II 01-Aug-2017 TRENT LTD. AGM Management 4 Reappoint Philip Auld (DIN: 03543080) as an Executive Director For For Philip Auld, 61, has been associated with Trent for the past six years. His reappointment meets all statutory requirements. Quarter II 01-Aug-2017 TRENT LTD. AGM Management 5 Appoint Deloitte Haskins & Sells LLP as statutory auditors for a period of five years and fix their remuneration For For Deloitte Haskins & Sells LLP’s appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the Quarter II 01-Aug-2017 TRENT LTD. AGM Management 6 Reappoint Sonia Singh (DIN: 07108778) as an Independent Director for five years, w.e.f. 3 March 2017 For For Ms. Sonia Singh, 53, has over 27 years of experience in marketing and sales. She has experience of working in companies like Quarter II 01-Aug-2017 TRENT LTD. AGM Management 7 Reappoint Abhijit Sen (DIN: 00002593) as an Independent Director from 27 May 2017 to 17 November 2020 For For Abhijit Sen, 67, last served as the CFO of Citigroup, India. His reappointment as an independent director meets all the Quarter II 01-Aug-2017 TRENT LTD. AGM Management 8 Reappoint Philip Auld (DIN: 03543080) as Managing Director & CEO for a period of three years w.e.f. 1 May 2017 and For For Philip Auld was appointed as the MD & CEO on 4 November 2014 for three years. He has over 30 years of international Quarter II 01-Aug-2017 TRENT LTD. AGM Management 9 Issuance of Non-Convertible Debentures (NCDs) on a private placement basis upto Rs. 4.0 bn For For The NCDs will be issued within the overall borrowing limit. Quarter II 01-Aug-2017 TECH MAHINDRA LTD. AGM Management 1 Adoption of standalone financial statements for the year ended 31 March 2017 For For Normal. Quarter II 01-Aug-2017 TECH MAHINDRA LTD. AGM Management 2 Adoption of consolidated financial statements for the year ended 31 March 2017 For For Normal. Quarter II 01-Aug-2017 TECH MAHINDRA LTD. AGM Management 3 Declare dividend of Rs. 9.0 per share (FV Rs.5.0) For For Tech Mahindra proposes to pay a dividend of Rs. 9. 0 per equity share of face value Rs. 5. The dividend payout ratio was 34. Quarter II 01-Aug-2017 TECH MAHINDRA LTD. AGM Management 4 Reappointment of Ulhas N. Yargop (DIN: 00054530) as director liable to retire by rotation For For Ulhas N. Yargop has been is Group President of the Mahindra Group. He has been the Group’s Chief Technology Officer and Quarter II 01-Aug-2017 TECH MAHINDRA LTD. AGM Management 5 Appoint B S R & Co. LLP as statutory auditors for five years For For The appointment of B S R & Co. LLP is in line with our voting policy and provisions of Section 139 of the Companies Act 2013. Quarter II 01-Aug-2017 CREDIT ANALYSIS & RESEARCH LTD. AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For Normal. Quarter II 01-Aug-2017 CREDIT ANALYSIS & RESEARCH LTD. AGM Management 2 Confirm interim dividend of Rs.18 per share and declare final dividend of Rs.10 per share (FV Rs.10) For For CARE proposes to pay a final dividend of Rs. 10 per share (FV Rs. 10). This is in addition to the total interim dividend of Rs. 18. Quarter II 01-Aug-2017 CREDIT ANALYSIS & RESEARCH LTD. AGM Management 3 Reappoint Rajesh Mokashi as an Executive Director For For Rajesh Mokashi is the MD & CEO. He retires by rotation and his reappointment is in line with all statutory requirements. Quarter II 01-Aug-2017 CREDIT ANALYSIS & RESEARCH LTD. AGM Management 4 Ratify Khimji Kunverji & Co as statutory auditors and to fix their remuneration For For The company proposes to ratify Khimji Kunverji & Co as statutory auditors: Khimji Kunverji & Co have been the statutory Quarter II 01-Aug-2017 CREDIT ANALYSIS & RESEARCH LTD. AGM Shareholder 5 Appoint Ms. Sadhana Dhamane (DIN 01062315) as a Non- Executive Director For For Ms. Sadhana Dhamane manages Stressed Assets in the Central Office of LIC. Her appointment is in line with all the statutory Quarter II 01-Aug-2017 CREDIT ANALYSIS & RESEARCH LTD. AGM Shareholder 6 Appoint S. B. Mainak (DIN 02531129) as an Independent Director for a term of three years from 1 August 2017 For For S. B. Mainak is the Chairperson. He has been the Non-Executive, Non-Independent Director since 17 August 2015. He is the Quarter II 01-Aug-2017 CREDIT ANALYSIS & RESEARCH LTD. AGM Shareholder 7 Appoint Milind Sarwate (DIN 00109854) as an Independent Director for a term of three years from 1 August 2017 For For Milind Sarwate is the Founder & CEO of Increate Value Advisors LLP. He has 33 years of experience in Finance, HR and Quarter II 02-Aug-2017 GODREJ PROPERTIES LTD. AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For Normal. Quarter II 02-Aug-2017 GODREJ PROPERTIES LTD. AGM Management 2 Reappoint Pirojsha Godrej (DIN: 00432983) as an Executive Director For For Pirojsha Godrej, 38, is part of the promoter family. He has been associated with GPL for past nine years. His reappointment Quarter II 02-Aug-2017 GODREJ PROPERTIES LTD. AGM Management 3 Appoint BSR & Co. LLP as statutory auditors for a period of five years and fix their remuneration For For BSR & Co. LLP’s appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Quarter II 02-Aug-2017 GODREJ PROPERTIES LTD. AGM Management 4 Re-designate Pirojsha Godrej (DIN: 00432983) as the Executive Chairperson and revise his remuneration, w.e.f. 1 For For Pirojsha Godrej, 38, was reappointed as the MD & CEO of GPL in FY15 AGM for three years. With Adi Godrej stepping down Quarter II 02-Aug-2017 GODREJ PROPERTIES LTD. AGM Management 5 Re-designate Mohit Malhotra (DIN: 07074531) as the Managing Director & CEO and revise his remuneration, w.e.f. 1 For For Mohit Malhotra, 39, was appointed as an Executive Director in FY15 AGM for three years. GPL proposes to re-designate him Quarter II 02-Aug-2017 GODREJ PROPERTIES LTD. AGM Management 6 Approve remuneration of Rs. 0.1 mn for R. Nanabhoy & Co. as cost auditors for FY18 For For The total remuneration proposed is reasonable compared to the size and scale of the company’s operations. Quarter II 02-Aug-2017 GODREJ PROPERTIES LTD. AGM Management 7 Increase borrowing limit to Rs. 27.5 bn from Rs. 22.5 bn For For GPL current borrowings (excluding temporary loans) are close to the existing borrowing limits. It will need to raise additional Quarter II 02-Aug-2017 GODREJ PROPERTIES LTD. AGM Management 8 Creation of charge on assets upto Rs. 27.5 bn For For Secured loans generally have easier repayment terms, less restrictive covenants, and lower interest rates. Quarter II 02-Aug-2017 GODREJ PROPERTIES LTD. AGM Management 9 Issuance of Non-Convertible Debentures (NCDs) on a private placement basis upto Rs. 5.0 bn For For The NCDs will be issued within the overall borrowing limit. Quarter II 02-Aug-2017 LUPIN LTD. AGM Management 1 Adoption of standalone financial statements for the year ended 31 March 2017 For For Normal. Quarter II 02-Aug-2017 LUPIN LTD. AGM Management 2 Adoption of consolidated financial statements for the year ended 31 March 2017 For For Normal. Quarter II 02-Aug-2017 LUPIN LTD. AGM Management 3 Declare final dividend of Rs.7.5 per equity share (face value of Rs.2.0) For For The total dividend for FY17 is Rs. 7. 5/- per share and the total dividend outflow (including dividendQuarter II 02-Aug-2017 LUPIN LTD. AGM Management 4 Reappoint Dr. Kamal K. Sharma (DIN: 00209430) as Director retiring by rotation For For Dr. Kamal K. Sharma is Vice-Chairperson. His reappointment is in line with all the statutoryQuarter II 02-Aug-2017 LUPIN LTD. AGM Management 5 Ratify reappointment of B S R & Co. LLP as statutory auditors for one year and fix their remuneration For For B S R & Co. LLP is part of the KPMG audit network. The ratification of their reappointment is inQuarter II 02-Aug-2017 LUPIN LTD. AGM Management 6 Ratify remuneration of Rs. 600,000 payable to S.D. Shenoy as cost auditor for FY18 For For The proposed remuneration to be paid to the cost auditor in FY18 is reasonable compared to theQuarter II 02-Aug-2017 LUPIN LTD. AGM Management 7 To increase the intercorporate transaction limit to Rs.50.0 bn over and above the aggregate of free reserves and For For The company’s inter-corporate transactions as on 31 March 2017 aggregate Rs. 117. 5 bn. TheQuarter II 02-Aug-2017 GATEWAY DISTRIPARKS LTD. AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For Nromal. Quarter II 02-Aug-2017 GATEWAY DISTRIPARKS LTD. AGM Management 2 To confirm interim dividends aggregating Rs.7.0 per share of face value Rs.10.0 For For The total dividend outflow including dividend tax for FY17 is Rs. 0. 9 bn. The dividend payout ratio is 177. 2%. Quarter II 02-Aug-2017 GATEWAY DISTRIPARKS LTD. AGM Management 3 Appoint S.R. Batliboi & Co. LLP as statutory auditors for a period of five years and fix their remuneration For For S. R. Batliboi & Co. LLP’s appointment is in line with our Voting Policy on Auditor Appointment and with the requirements of Quarter II 02-Aug-2017 GATEWAY DISTRIPARKS LTD. AGM Management 4 Reappoint Ms. Mamta Gupta (DIN: 00160916) as a Non-Executive Non-Independent Director For For Ms. Mamta Gupta is a partner in the family business firm - Newsprint Trading and Sales Corporation and is involved in its Quarter II 02-Aug-2017 GATEWAY DISTRIPARKS LTD. AGM Management 5 Redesignate Ishaan Gupta (DIN: 05298583) as Joint Managing Director for five years from 8 February 2017 and fix his For Against Ishaan Gupta is the son of Prem Kishan Gupta, the promoter and CMD of the company. At the age of 28, he does not have Quarter II 02-Aug-2017 GATEWAY DISTRIPARKS LTD. AGM Management 6 Reappoint Prem Kishan Gupta as CMD (DIN: 00011670) for five years from 20 July 2017 and fix his remuneration For For The reappointment of Prem Kishan Gupta as CMD is in line with the statutory requirements. The proposed remuneration by Quarter II 02-Aug-2017 GATEWAY DISTRIPARKS LTD. AGM Management 7 Fix commission for non-executive directors at an amount not exceeding 1% of net profits from 1 April 2017 For For The board is seeking approval of shareholders to fix payment of commission to non-executive directors at an amount not Quarter II 02-Aug-2017 EDELWEISS FINANCIAL SERVICES LTD. AGM Management 1 a. Adoption of standalone financial statements for the year ended 31 March 2017.b. Adoption of consolidated For For Normal. Quarter II 02-Aug-2017 EDELWEISS FINANCIAL SERVICES LTD. AGM Management 2 To declare dividend of Rs 0.3 on equity shares of face value Rs. 1 For For Edelweiss has paid an interim dividend of Rs 1. 0 during the year and now proposes a final dividend of Rs 0. 3 per share taking Quarter II 02-Aug-2017 EDELWEISS FINANCIAL SERVICES LTD. AGM Management 3 To reappoint Rujan Panjwani (DIN 00237366) as Director liable to retire by rotation For For Rujan Panjwani has been associated with the Company since 2000. He is an Executive Director. He retires by rotation and his Quarter II 02-Aug-2017 EDELWEISS FINANCIAL SERVICES LTD. AGM Management 4 To reappoint Price Waterhouse as statutory auditors for a period of five years For For The appointment of Price Waterhouse & Co LLP is in line with our voting policy and provisions of Section 139 of the

Quarter II 02-Aug-2017 EDELWEISS FINANCIAL SERVICES LTD. AGM Management 5 To reappoint Rashesh Shah (DIN 00008322) as MD & CEO for a period of 5 years from 1 April 2017 and to fix his For For Rashesh Shah was paid a remuneration of Rs 61. 2 mn from Edelweiss Financial Services and Rs 118. 7 mn from the Edelweiss Quarter II 02-Aug-2017 EDELWEISS FINANCIAL SERVICES LTD. AGM Management 6 To reappoint Venkatchalam Ramaswamy (DIN 00008509) as Executive Director for a period of 5 years from 1 April For For Venkatchalam Ramaswamy was paid a remuneration of Rs 2. 7 mn from Edelweiss Financial Services and Rs 59. 8 mn from Quarter II 02-Aug-2017 EDELWEISS FINANCIAL SERVICES LTD. AGM Management 7 To reappoint P. N. Venkatachalam (DIN 00499442) as Independent Director for five years till the AGM in the year For Against P. N. Venkatachalam retired in 2004 as Managing Director, State Bank of India. He has been associated with the company for Quarter II 02-Aug-2017 EDELWEISS FINANCIAL SERVICES LTD. AGM Management 8 To reappoint Berjis Desai (DIN 00153675) as Independent Director for five years till the AGM in the year 2022. For For Berjis Desai is Managing Partner, J. Sagar Associates, law firm. , He has been on the board of Edelweiss for 8 years. Quarter II 02-Aug-2017 EDELWEISS FINANCIAL SERVICES LTD. AGM Management 9 To reappoint Sanjiv Misra (DIN 03511635) as Independent Director for five years till the AGM in the year 2022 For For Sanjiv Misra is the President of Phoenix Advisers Pte. Ltd. , an advisory and principal investing firm. He has been on the board Quarter II 02-Aug-2017 EDELWEISS FINANCIAL SERVICES LTD. AGM Management 10 To reappoint Navtej S. Nandra (DIN 02282617) as Independent Director for five years till the AGM in the year 2022 For For Navtej S. Nandra is President of E*TRADE Financial Corporation and former CEO of Morgan Stanley Investment Management Quarter II 02-Aug-2017 EDELWEISS FINANCIAL SERVICES LTD. AGM Management 11 To reappoint Kunnasagaran Chinniah (DIN 01590108) as Independent Director for five years till the AGM in the year For Against Kunnasagaran Chinniah recently retired as the Managing Director/Global Head of Portfolio, Strategy & Risk Group with GIC Quarter II 03-Aug-2017 GREAVES COTTON LTD. AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For Normal. Quarter II 03-Aug-2017 GREAVES COTTON LTD. AGM Management 2 Declare final dividend of Rs. 1.5/- per equity share (face value Rs. 2.0) for FY17 For For The total dividend for FY17 is Rs. 5. 5/- per share, which is same as paid in the previous year. The total dividend outflow Quarter II 03-Aug-2017 GREAVES COTTON LTD. AGM Management 3 Reappoint Karan Thapar (DIN: 00004264) as a Non-Executive Non-Independent Director For For Karan Thapar, 60, represents the promoter group and is currently the Non-Executive Chairperson of Greaves Cotton. His Quarter II 03-Aug-2017 GREAVES COTTON LTD. AGM Management 4 Ratify appointment of Deloitte Haskins & Sells LLP as statutory auditors for FY18 and fix their remuneration For For The ratification of Deloitte Haskins & Sells LLP’s appointment is in line with our Voting Guidelines on Auditor Quarter II 03-Aug-2017 GREAVES COTTON LTD. AGM Management 5 Reappoint Wrigley Partington, London, UK as branch auditors for FY18 For For Greaves Cotton has a branch in Cheshire, London (U. K. ). As per Companies Act 2013, companies require shareholder Quarter II 03-Aug-2017 GREAVES COTTON LTD. AGM Shareholder 6 Appoint Ms. Sree Patel (DIN: 03554790) as an Independent Director for three years, w.e.f. 14 February 2017 For For Ms. Sree Patel, 42, is the former Executive Director of Mondelez India Foods Pvt. Ltd. She has experience in business Quarter II 03-Aug-2017 GREAVES COTTON LTD. AGM Shareholder 7 Appoint Nagesh Basavanhalli (DIN: 01886313) as an Executive Director For For Nagesh Basavanhalli, 51, has over 20 years of experience of working with multiple OEMs like ATG Group and FIAT Chrysler. Quarter II 03-Aug-2017 GREAVES COTTON LTD. AGM Management 8 Appoint Basavanhalli (DIN: 01886313) as the Managing Director & CEO for three years, w.e.f. 27 September 2016 For For Nagesh Basavanhalli, 51, has over 20 years of experience of working with multiple OEMs like ATG Group and FIAT Chrysler. Quarter II 03-Aug-2017 GREAVES COTTON LTD. AGM Management 9 Fix commission to Non-Executive Directors for an amount not exceeding 1% of net profits for five years, w.e.f. 1 April For For The company proposes to pay commission of upto 1% of net profits, to its executive directors. As the company grows in size, Quarter II 03-Aug-2017 GREAVES COTTON LTD. AGM Management 10 Approve remuneration of Rs. 0.7 mn for Dhananjay V. Joshi & Associates as cost auditors for FY18 For For The total remuneration proposed is reasonable compared to the size and scale of the company’s operations. Quarter II 03-Aug-2017 TITAN COMPANY LTD. AGM Management 1 Adoption of standalone and consolidated financial statements for the year ended 31 March 2017 For For Normal. Quarter II 03-Aug-2017 TITAN COMPANY LTD. AGM Management 2 Approve dividend of Rs.2.60 per equity share of face value Re.1 each For For The company proposes final dividend of Rs. 2. 6 per equity share, an increase from Rs. 2. 2Quarter II 03-Aug-2017 TITAN COMPANY LTD. AGM Management 3 Reappoint Harish Bhat as Non-Executive Non-Independent Director For For Harish Bhat (DIN 00478198) is the former CEO of Tata Global Beverages. HisQuarter II 03-Aug-2017 TITAN COMPANY LTD. AGM Management 4 Appoint BSR & Co as statutory auditors for five years and fix their remuneration For For BSR & Co will replace Deloitte Haskins & Sells as statutory auditors. Their appointment isQuarter II 03-Aug-2017 TITAN COMPANY LTD. AGM Shareholder 5 Appoint Atulya Misra as Non-Executive Non-Independent Director For For Atulya Misra (DIN 02210369) is IAS officer and the nominee of TIDCO. His appointment isQuarter II 03-Aug-2017 TITAN COMPANY LTD. AGM Management 6 Authorize the board to appoint branch auditors For For The company seeks approval to authorize the Board of Directors to appoint branchQuarter II 03-Aug-2017 COLGATE-PALMOLIVE (INDIA) LTD. AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For Normal. Quarter II 03-Aug-2017 COLGATE-PALMOLIVE (INDIA) LTD. AGM Management 2 Appoint SRBC & Co LLP as statutory auditors for five years and to fix their remuneration For For The company proposes to appoint SRBC & Co LLP as statutory auditors in place of Price Waterhouse, Chartered Accountants. Quarter II 03-Aug-2017 COLGATE-PALMOLIVE (INDIA) LTD. AGM Shareholder 3 Appoint Jacob Sebastian Madukkakuzy (DIN : 07645510) as Whole-Time Director For For Jacob Sebastian Madukkakuzy has been appointed as the CFO since 7 October 2016. His appointment is in line with all Quarter II 03-Aug-2017 COLGATE-PALMOLIVE (INDIA) LTD. AGM Management 4 Appoint Jacob Sebastian Madukkakuzy as Whole-Time Director & CFO for a period of five years from 28 October 2016 For For The company proposes to appoint Jacob Sebastian Madukkakuzy as Whole-time Director and CFO of the company with Quarter II 03-Aug-2017 COLGATE-PALMOLIVE (INDIA) LTD. AGM Shareholder 5 Appoint Chandrasekar Meenakshi Sundaram (DIN : 07667965) as Whole-Time Director For For Chandrasekar Meenakshi Sundaram is Executive Vice-President – Sales & Customer Development. His appointment is in line Quarter II 03-Aug-2017 COLGATE-PALMOLIVE (INDIA) LTD. AGM Management 6 Appoint Chandrasekar Meenakshi Sundaram (DIN : 07667965) as Whole-Time Director for a period of five years from For For The company proposes to appoint Chandrasekar Meenakshi Sundaram as Whole-time Director of the company with Quarter II 03-Aug-2017 COLGATE-PALMOLIVE (INDIA) LTD. AGM Management 7 Approve commission of upto 1% of net profits for independent directors upto Rs. 0.1 mn each for a period of three For For The company proposes to increase the individual cap from the earlier approved Rs. 0. 5 mn to Rs. 1. 0 mn, upto 1% of net Quarter II 03-Aug-2017 COLGATE-PALMOLIVE (INDIA) LTD. AGM Management 8 Keep the register of members and other documents at the office of the Registrar and Transfer Agent For For At the FY16 AGM, the company sought shareholder approval to keep the register of members and other documents at the Quarter II 04-Aug-2017 RAMCO CEMENTS LTD. AGM Management 1 Adoption of standalone and consolidated financial statements for the year ended 31 March 2017 For For Normal. Quarter II 04-Aug-2017 RAMCO CEMENTS LTD. AGM Management 2 Declare final dividend of Rs. 3.0 per equity share (face value Re. 1.0) For For The company has proposed a final dividend of Rs. 3. 0 per equity share of face value Re. 1. 0 for the year ended 31 March Quarter II 04-Aug-2017 RAMCO CEMENTS LTD. AGM Management 3 Reappoint PR Venketrama Raja as Non-Executive Non-Independent Director For For PR Venketrama Raja, 58, is part of the promoter family and the Chairperson and Managing Director with effect from 4 June Quarter II 04-Aug-2017 RAMCO CEMENTS LTD. AGM Management 4 Appoint Ramakrishna Raja and Co and SRSV & Associates as statutory auditors for five years and fix their For For Their appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section Quarter II 04-Aug-2017 RAMCO CEMENTS LTD. AGM Management 5 Appoint PR Venketrama Raja as Chairperson and Managing Director for five years with effect from 4 June 2017 and For Against We note that almost all of his remuneration will be variable and closely linked to company performance. However, his Quarter II 04-Aug-2017 RAMCO CEMENTS LTD. AGM Management 6 Approve private placement of non-convertible debentures of up to Rs.5 bn For For The NCDs which are proposed to be issued will be within the overall borrowing limits of Rs. 50 bn. Quarter II 04-Aug-2017 RAMCO CEMENTS LTD. AGM Management 7 Ratify remuneration of Rs. 400,000 payable to Geeyes & Co as cost auditors for FY18 For For The total remuneration proposed to be paid to the cost auditors in FY18 is reasonable compared to the size and scale of Quarter II 04-Aug-2017 GRAPHITE INDIA LTD. AGM Management 1 a. Adoption of standalone financial statements for the year ended 31 March 2017; b. Adoption of consolidated For For Normal. Quarter II 04-Aug-2017 GRAPHITE INDIA LTD. AGM Management 2 To declare final dividend of Rs.2.0 per share of face value Rs.2.0 For For The company has proposed a final dividend of Rs. 2. 0 per equity share of face value Rs. 2. 0 for the year ended 31 March Quarter II 04-Aug-2017 GRAPHITE INDIA LTD. AGM Management 3 Reappoint J D Curravala (DIN: 00277426) as a Non-Executive Non-Independent Director For For J D Curravala, 77, is the Managing Director of GKW Ltd (entity with which company has transacted during the year). He is Quarter II 04-Aug-2017 GRAPHITE INDIA LTD. AGM Management 4 Appoint S R Batliboi and Co. LLP as statutory auditors for a period of five years and fix their remuneration For For S R Batliboi and Co. LLP will replace Price Waterhouse as statutory auditors. Their appointment is in line with our Voting Quarter II 04-Aug-2017 GRAPHITE INDIA LTD. AGM Management 5 Fix commission for non-executive directors at an amount exceeding 1% of net profits for five years from 1 April 2017 For For The company seeks to pay commission to the non-executive directors, which would exceed 1% of the net profits of the Quarter II 04-Aug-2017 GRAPHITE INDIA LTD. AGM Management 6 Approve remuneration of Rs.0.62 mn for cost auditors of the various divisions/ plants of the company for FY18 For For Shome & Banerjee will be paid Rs. 0. 3 mn for Durgapur, Bangalore plant and captive power plants and Rs. 30,000 for 1. 5 Quarter II 04-Aug-2017 GRAPHITE INDIA LTD. AGM Management 7 Approve private placement of redeemable non-convertible debentures (NCDs) aggregating Rs.20.0 bn For For The proposed NCDs will be issued within the overall borrowing limit. Graphite India Limited’s NCDs are rated ICRA AA+/ Quarter II 04-Aug-2017 GRAPHITE INDIA LTD. AGM Management 8 Adoption of a new set of Articles of Association (AoA) containing regulations in line with the Companies Act, 2013 For For The existing AoA of the company were incorporated in 1974. Graphite India Limited proposes to adopt a new set of AoA to Quarter II 04-Aug-2017 BERGER PAINTS INDIA LTD. AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For Normal. Quarter II 04-Aug-2017 BERGER PAINTS INDIA LTD. AGM Management 2 Declare a dividend of Rs.1.75 per share (FV Re.1.0) For For The company proposes to pay a dividend of Rs. 1. 75 per share (FV Re. 1. 0). Total dividend including the dividend Quarter II 04-Aug-2017 BERGER PAINTS INDIA LTD. AGM Management 3 Reappoint Gurbachan Singh Dhingra as a Non-Executive, Non-Independent Director For For Gurbachan Singh Dhingra is the promoter Vice Chairperson. He retires by rotation and his reappointment is in line with all Quarter II 04-Aug-2017 BERGER PAINTS INDIA LTD. AGM Management 4 Ratify SR Batliboi & Co as statutory auditors for FY18 For For SR Batliboi & Co were appointed for a period of five years in the company’s FY15 AGM. Under the Companies Act 2013, Quarter II 04-Aug-2017 BERGER PAINTS INDIA LTD. AGM Management 5 Approve commission of upto 1% of net profits for independent directors upto an aggregate of Rs. 10.0 mn For For The aggregate commission paid has ranged between Rs. 2. 9 mn and Rs. 4. 3 mn in the past three years. The proposed Quarter II 04-Aug-2017 BERGER PAINTS INDIA LTD. AGM Management 6 Ratify remuneration of Rs. 95,000 for N Radhakrishnan & Co and Rs. 75,000 for Shome and Banarjee, as cost auditors For For The board has approved the appointment of N Radhakrishnan & Co and Shome and Banarjee as cost auditors for the year Quarter II 04-Aug-2017 MAHINDRA & MAHINDRA LTD. AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For Normal. Quarter II 04-Aug-2017 MAHINDRA & MAHINDRA LTD. AGM Management 2 Declare final dividend of Rs. 13.0/- per equity share (face value Rs. 5.0) for FY17 For For Dividend for FY17 is Rs. 13. 0/-, while it paid a dividend of Rs. 12. 0/- in the previous year. The total dividend outflow Quarter II 04-Aug-2017 MAHINDRA & MAHINDRA LTD. AGM Management 3 Reappoint Dr. Pawan Goenka (DIN: 00254502) as an Executive Director For For Pawan Goenka, 62, has been associated with M&M for the past 24 years. His reappointment meets all statutory Quarter II 04-Aug-2017 MAHINDRA & MAHINDRA LTD. AGM Management 4 Appoint BSR & Co. LLP as statutory auditors for a period of five years and fix their remuneration For For BSR & Co. LLP’s appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Quarter II 04-Aug-2017 MAHINDRA & MAHINDRA LTD. AGM Management 5 Approve remuneration of Rs. 0.75 mn for DC Dave & Co. as cost auditors for FY18 For For The total remuneration proposed is reasonable compared to the size and scale of the company’s operations. Quarter II 04-Aug-2017 MAHINDRA & MAHINDRA LTD. AGM Shareholder 6 Appoint TN Manoharan (DIN: 01186248) as an Independent Director for five years, w.e.f. 11 November 2016 For For TN Manoharan, 61, is a Chartered Accountant, a graduate and post graduate in commerce. He has served on various Quarter II 04-Aug-2017 MAHINDRA & MAHINDRA LTD. AGM Management 7 Reappoint Anand Mahindra (DIN: 00004695) as the Executive Chairperson for five years, w.e.f. 12 November 2016 For For Anand Mahindra, 62, is part of the promoter family. He has been on the board of M&M for past 28 years and was last Quarter II 04-Aug-2017 MAHINDRA & MAHINDRA LTD. AGM Management 8 Reappoint Dr. Pawan Goenka (DIN: 00254502) as the Managing Director for four years, w.e.f. 12 November 2016 For For Dr. Pawan Goenka, 62, joined M&M in 1993 as General Manager (R&D). He was appointed as an Executive Director for five Quarter II 04-Aug-2017 MAHINDRA & MAHINDRA LTD. AGM Management 9 Issuance of Non-Convertible Debentures (NCDs) and/or Commercial Paper on a private placement basis upto Rs. 50.0 For For The NCDs and / or CPs will be issued within the overall borrowing limit, at an interest rate not exceeding 10% p. A. Quarter II 04-Aug-2017 M R F LTD. AGM Management 1 Adoption of standalone and consolidated financial statements for the year ended 31 March 2017 For For Normal. Quarter II 04-Aug-2017 M R F LTD. AGM Management 2 Declare final dividend of Rs.54 per equity share of face value of Rs.10 each For For The company paid two interim dividends of Rs. 3 each and proposes to pay a final dividend of Rs. 54 per equity share. The Quarter II 04-Aug-2017 M R F LTD. AGM Management 3 Reappoint Dr. KC Mammen as Non-Executive Non-Independent Director For For Dr. KC Mammen (DIN: 00019494) is the promoter and director of the company since 1975. His reappointment is in line with Quarter II 04-Aug-2017 M R F LTD. AGM Management 4 Appoint Mahesh, Virender & Sriram as joint statutory auditors for five years and fix their remuneration For For Mahesh, Virender & Sriram will jointly audit the financial statements of the company with SCA and Associates. We expect Quarter II 04-Aug-2017 M R F LTD. AGM Management 5 Ratify SCA and Associates as joint statutory auditors and fix their remuneration For For SCA and Associates were appointed as joint statutory auditors in the 2016 AGM. The ratification is in line with all statutory Quarter II 04-Aug-2017 M R F LTD. AGM Management 6 Modification to Articles of Association to increase the size of the board and make Wholetime Directors retire by For Against The company has clubbed the modifications to its Articles of Association (AoA) in a single resolution. Although we support Quarter II 04-Aug-2017 M R F LTD. AGM Management 7 Authorize the board to appoint more than 15 directors on board For Against Consensus on critical issues may become difficult to achieve if board exceeds 15 members. Quarter II 04-Aug-2017 M R F LTD. AGM Shareholder 8 Appoint Samir Thariyan Mappillai as Director For Against Samir Thariyan Mappillai (DIN:07803982) belongs to the promoter family. After appointing Samir Thariyan Mappillai and Quarter II 04-Aug-2017 M R F LTD. AGM Shareholder 9 Appoint Varun Mammen as Director For Against Varun Mammen (DIN: 07804025) belongs to the promoter family. After appointing Samir Thariyan Mappillai and Varun Quarter II 04-Aug-2017 M R F LTD. AGM Management 10 Revise remuneration payable to KM Mammen as Chairperson and Managing Director with effect from 4 May 2017 For For KM Mammen’s revised annual remuneration is estimated at Rs. 218. 3 mn. This is in line with peers and commensurate with Quarter II 04-Aug-2017 M R F LTD. AGM Management 11 Revise remuneration payable to Arun Mammen as Vice-Chairperson and Managing Director with effect from 4 May For For Arun Mammen‘s revised annual remuneration is estimated at Rs. 201. 6 mn. This is in line with peers and commensurate Quarter II 04-Aug-2017 M R F LTD. AGM Management 12 Appoint Rahul Mammen Mappillai as Managing Director for a five-year term with effect from 4 May 2017 and fix his For For Rahul Mammen Mappillai was promoted as the Managing Director with effect from 4 May 2017. His revised annual Quarter II 04-Aug-2017 M R F LTD. AGM Management 13 Appoint Samir Thariyan Mappillai as Wholetime Director for a five-year term with effect from 4 August 2017 and fix For Against Samir Thariyan Mappillai, 35, belongs to the promoter family. His proposed remuneration is estimated at Rs. 21. 6 mn. This is Quarter II 04-Aug-2017 M R F LTD. AGM Management 14 Appoint Varun Mammen as Wholetime Director for a five-year term with effect from 4 August 2017 and fix his For Against Varun Mammen, 35, belongs to the promoter family. His proposed remuneration is estimated at Rs. 21. 6 mn. This is in line Quarter II 04-Aug-2017 M R F LTD. AGM Management 15 Approve remuneration of Rs.644,000 payable to C. Govindan Kutty, cost auditors for FY18 For For The total remuneration proposed to be paid to the cost auditors is reasonable compared to the size and scale of operations. Quarter II 04-Aug-2017 M R F LTD. AGM Management 1 Adoption of standalone and consolidated financial statements for the year ended 31 March 2017 For Abstain However, due to technical issue, we were unable to cast the votes in respect of 155 shares (pertaining to Taurus Tax Shield) Quarter II 04-Aug-2017 M R F LTD. AGM Management 2 Declare final dividend of Rs.54 per equity share of face value of Rs.10 each For Abstain However, due to technical issue, we were unable to cast the votes in respect of 155 shares (pertaining to Taurus Tax Shield) Quarter II 04-Aug-2017 M R F LTD. AGM Management 3 Reappoint Dr. KC Mammen as Non-Executive Non-Independent Director For Abstain However, due to technical issue, we were unable to cast the votes in respect of 155 shares (pertaining to Taurus Tax Shield) Quarter II 04-Aug-2017 M R F LTD. AGM Management 4 Appoint Mahesh, Virender & Sriram as joint statutory auditors for five years and fix their remuneration For Abstain However, due to technical issue, we were unable to cast the votes in respect of 155 shares (pertaining to Taurus Tax Shield) Quarter II 04-Aug-2017 M R F LTD. AGM Management 5 Ratify SCA and Associates as joint statutory auditors and fix their remuneration For Abstain However, due to technical issue, we were unable to cast the votes in respect of 155 shares (pertaining to Taurus Tax Shield) Quarter II 04-Aug-2017 M R F LTD. AGM Management 6 Modification to Articles of Association to increase the size of the board and make Wholetime Directors retire by For Abstain However, due to technical issue, we were unable to cast the votes in respect of 155 shares (pertaining to Taurus Tax Shield) Quarter II 04-Aug-2017 M R F LTD. AGM Management 7 Authorize the board to appoint more than 15 directors on board For Abstain However, due to technical issue, we were unable to cast the votes in respect of 155 shares (pertaining to Taurus Tax Shield) Quarter II 04-Aug-2017 M R F LTD. AGM Shareholder 8 Appoint Samir Thariyan Mappillai as Director For Abstain However, due to technical issue, we were unable to cast the votes in respect of 155 shares (pertaining to Taurus Tax Shield) Quarter II 04-Aug-2017 M R F LTD. AGM Shareholder 9 Appoint Varun Mammen as Director For Abstain However, due to technical issue, we were unable to cast the votes in respect of 155 shares (pertaining to Taurus Tax Shield) Quarter II 04-Aug-2017 M R F LTD. AGM Management 10 Revise remuneration payable to KM Mammen as Chairperson and Managing Director with effect from 4 May 2017 For Abstain However, due to technical issue, we were unable to cast the votes in respect of 155 shares (pertaining to Taurus Tax Shield) Quarter II 04-Aug-2017 M R F LTD. AGM Management 11 Revise remuneration payable to Arun Mammen as Vice-Chairperson and Managing Director with effect from 4 May For Abstain However, due to technical issue, we were unable to cast the votes in respect of 155 shares (pertaining to Taurus Tax Shield) Quarter II 04-Aug-2017 M R F LTD. AGM Management 12 Appoint Rahul Mammen Mappillai as Managing Director for a five-year term with effect from 4 May 2017 and fix his For Abstain However, due to technical issue, we were unable to cast the votes in respect of 155 shares (pertaining to Taurus Tax Shield) Quarter II 04-Aug-2017 M R F LTD. AGM Management 13 Appoint Samir Thariyan Mappillai as Wholetime Director for a five-year term with effect from 4 August 2017 and fix For Abstain However, due to technical issue, we were unable to cast the votes in respect of 155 shares (pertaining to Taurus Tax Shield) Quarter II 04-Aug-2017 M R F LTD. AGM Management 14 Appoint Varun Mammen as Wholetime Director for a five-year term with effect from 4 August 2017 and fix his For Abstain However, due to technical issue, we were unable to cast the votes in respect of 155 shares (pertaining to Taurus Tax Shield) Quarter II 04-Aug-2017 M R F LTD. AGM Management 15 Approve remuneration of Rs.644,000 payable to C. Govindan Kutty, cost auditors for FY18 For Abstain However, due to technical issue, we were unable to cast the votes in respect of 155 shares (pertaining to Taurus Tax Shield) Quarter II 07-Aug-2017 BRITANNIA INDUSTRIES LTD. AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For Normal. Quarter II 07-Aug-2017 BRITANNIA INDUSTRIES LTD. AGM Management 2 Declare final dividend of Rs.22.0 per share (FV Rs.2.0) For For The company proposes to pay a final dividend of Rs. 22. 0 per share of face value Rs. 2. 0 for the year ended 31 March 2017. Quarter II 07-Aug-2017 BRITANNIA INDUSTRIES LTD. AGM Management 3 Reappoint AK Hirjee as a Non- Executive, Non-Independent Director For For AK Hirjee is part of the promoter group. He is the Vice Chairperson of Bombay Burmah Trading Corp Ltd. He attended 50% of Quarter II 07-Aug-2017 BRITANNIA INDUSTRIES LTD. AGM Management 4 Ratify BSR & Co LLP as statutory auditors for FY18 For For BSR & Co LLP have been auditing the company’s financial statements for the past seven years (since FY11). BSR & Co LLP Quarter II 07-Aug-2017 BRITANNIA INDUSTRIES LTD. AGM Shareholder 5 Appoint Dr. Ajay Shah (DIN:01141239) as an Independent Director for a period of five years from 13 February 2017 For For Dr. Ajay Shah is a professor at National Institute of Public Finance and Policy, New Delhi. He was appointed as an Additional Quarter II 07-Aug-2017 BRITANNIA INDUSTRIES LTD. AGM Shareholder 6 Appoint Dr. Yashwantrao Thorat (DIN: 02652734) as an Independent Director for a term of five years from 13 For For Dr. Yashwantrao Thorat is the former Chairperson, NABARD. He was appointed as an Additional Director from 13 February Quarter II 07-Aug-2017 LAKSHMI MACHINE WORKS LTD. AGM Management 1 Adoption of standalone and consolidated financial statements for the year ended 31 March 2017 For For Normal. Quarter II 07-Aug-2017 LAKSHMI MACHINE WORKS LTD. AGM Management 2 Declare final dividend of Rs. 35.0 per equity share (face value Rs. 10.0) For For The company has proposed a final dividend of Rs. 35. 0 per equity share of face value Rs. 10. 0 for the year ended 31 March Quarter II 07-Aug-2017 LAKSHMI MACHINE WORKS LTD. AGM Management 3 Reappoint V Sathyakumar as Non-Executive Non-Independent Director For For V Sathyakumar, 57, is a nominee of Life Insurance Corporation of India (LIC). He is an Executive Director in LIC. He retires by Quarter II 07-Aug-2017 LAKSHMI MACHINE WORKS LTD. AGM Management 4 Ratify S Krishnamoorthy & Co as statutory auditors for one year and fix their remuneration For For Their ratification is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section 139 Quarter II 07-Aug-2017 LAKSHMI MACHINE WORKS LTD. AGM Shareholder 5 Appoint Arun Alagappan as Independent Director for five years For For Arun Alagappan, 40, is President, TI Cycles of India Limited, a part of the Murugappa group of companies. His appointment is Quarter II 07-Aug-2017 LAKSHMI MACHINE WORKS LTD. AGM Management 6 Ratify remuneration of Rs. 600,000 payable to AN Raman as cost auditor for FY18 For For The total remuneration proposed to be paid to the cost auditor in FY18 is reasonable compared to the size and scale of Quarter II 08-Aug-2017 Tata Steel Ltd. AGM Management 1 Adoption of standalone financial statements for the year ended 31 March 2017 For For NormalQuarter II 08-Aug-2017 Tata Steel Ltd. AGM Management 2 Adoption of consolidated financial statements for the year ended 31 March 2017 For For NormalQuarter II 08-Aug-2017 Tata Steel Ltd. AGM Management 3 Declare dividend of Rs.10 per equity share of face value of Rs.10 each For For The total outflow on account of dividend is Rs.11.7 bn v/s Rs.9.3 bn in the previous year. The dividend payout is 33.9% v/s Quarter II 08-Aug-2017 Tata Steel Ltd. AGM Management 4 Reappoint Dinesh Kumar Mehrotra as Non-Executive Non-Independent Director For For Dinesh Kumar Mehrotra (DIN: 00142711) is the former Chairperson of Life Insurance Corporation of India. His Quarter II 08-Aug-2017 Tata Steel Ltd. AGM Management 5 Reappoint Koushik Chatterjee as Director For For Koushik Chatterjee (DIN: 00004989) is in charge of Tata Steel’s operations in Europe. His reappointment is in line with all Quarter II 08-Aug-2017 Tata Steel Ltd. AGM Management 6 Appoint Price Waterhouse & Co as statutory auditors for five years and fix their remuneration For For Price Waterhouse & Co will replace Deloitte Haskins and Sells as statutory auditors. Their appointment is in line with all Quarter II 08-Aug-2017 Tata Steel Ltd. AGM Shareholder 7 Appoint N Chandrasekaran as Director For For N Chandrasekaran (DIN: 00121863) is the Chairperson of Tata Sons Limited – the holding company and former CEO and Quarter II 08-Aug-2017 Tata Steel Ltd. AGM Shareholder 8 Appoint Dr. Peter (Petrus) Blauwhoff as Independent Director for five years beginning 7 February 2017 For For Dr. Peter (Petrus) Blauwhoff (DIN: 07728872) is the former Chief Executive Officer of Deutsche Shell Holding GmbH. His Quarter II 08-Aug-2017 Tata Steel Ltd. AGM Shareholder 9 Appoint Aman Mehta as Independent Director from 29 March 2017 to 21 August 2021 For Against Aman Mehta (DIN: 00009364) is the former CEO of HSBC (Asia Pacific region). He is Independent Director of Tata Quarter II 08-Aug-2017 Tata Steel Ltd. AGM Shareholder 10 Appoint Deepak Kapoor as Independent Director for five years beginning 1 April 2017 For For Deepak Kapoor (DIN: 00162957) is the former Chairperson of PwC India. His appointment is in line with all statutory Quarter II 08-Aug-2017 Tata Steel Ltd. AGM Management 11 Approve remuneration of Rs.1.8 mn payable to Shome & Banerjee, cost auditors for FY18 For For The total remuneration proposed to be paid to the cost auditors is reasonable compared to the size and scale of operations.Quarter II 08-Aug-2017 Tata Steel Ltd. AGM Management 12 Issue Non-Convertible Debentures upto Rs.100 bn on private placement basis For For The proposed issuance will be carved out of the company’s Rs.700 bn borrowing limit, which was approved by shareholders Quarter II 08-Aug-2017 EICHER MOTORS LTD. AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For Normal. Quarter II 08-Aug-2017 EICHER MOTORS LTD. AGM Management 2 Declare final dividend of Rs. 100.0/- per equity share (face value Rs. 10.0) for FY17 For For Dividend for FY17 is Rs. 100. 0/-, which is same as paid in the previous year. The total dividend outflow (including dividend Quarter II 08-Aug-2017 EICHER MOTORS LTD. AGM Management 3 Appoint SR Batliboi & Co. LLP as statutory auditors for a period of five years and fix their remuneration For For SR Batliboi & Co. LLP’s appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the Quarter II 08-Aug-2017 EICHER MOTORS LTD. AGM Management 4 Approve remuneration for Siddhartha Lal, Managing Director for one year, w.e.f. from 1 May 2017 For For Siddhartha Lal, 44, belongs to the promoter group of the company. He has been on the board since 2006 and was re-Quarter II 08-Aug-2017 EICHER MOTORS LTD. AGM Management 5 Approve remuneration of Rs. 0.2 mn for V Kalyanaraman as cost auditors for FY18 For For The total remuneration proposed is reasonable compared to the size and scale of the company’s operations. Quarter II 08-Aug-2017 CEAT LTD. AGM Management 1 A. Adoption of standalone financial statements for the year ended 31 March 2017; B. Adoption of consolidated For For Normal. Quarter II 08-Aug-2017 CEAT LTD. AGM Management 2 Declare dividend of Rs.11.50 per equity share of face value of Rs.10 each For For The total outflow on account of dividend is Rs. 0. 5 bn, same as previous year. The dividend payout is 15. 4% v/s 11. 9% in Quarter II 08-Aug-2017 CEAT LTD. AGM Management 3 Reappoint HV Goenka as Non-Executive Non-Independent Director For For HV Goenka (DIN: 00026726) belongs to the promoter family and is the Chairperson of the company. His reappointment is in Quarter II 08-Aug-2017 CEAT LTD. AGM Management 4 Reappoint SRBC & Co as statutory auditors for five years and fix their remuneration For For SRBC & Co have audited the past five years financial statements of the company. The company proposes to appoint them for Quarter II 08-Aug-2017 CEAT LTD. AGM Management 5 Authorize the board to appoint branch auditors For For The company seeks approval to authorize the Board of Directors to appoint branch auditors in consultation with the Quarter II 08-Aug-2017 CEAT LTD. AGM Management 6 Reappoint Anant Vardhan Goenka as the Managing Director for five years beginning 1 April 2017 and fix his For For The company has removed the cap from his performance bonus and maximum remuneration. His proposed performance Quarter II 08-Aug-2017 CEAT LTD. AGM Management 7 Approve remuneration of Rs.300,000 payable to DC Dave & Co, cost auditors for FY18 For For The total remuneration proposed to be paid to the cost auditors is reasonable compared to the size and scale of operations. Quarter II 08-Aug-2017 CEAT LTD. AGM Management 8 Issue Non-Convertible Debentures upto Rs.5 bn on private placement basis For For The proposed issuance will be carved out of the company’s Rs. 10 bn borrowing limit, which was approved by shareholders in Quarter II 08-Aug-2017 ASTRAL POLY TECHNIK LTD. AGM Management 1 a. Adoption of standalone financial statements for the year ended 31 March 2017; b. Adoption of consolidated For For Normal. Quarter II 08-Aug-2017 ASTRAL POLY TECHNIK LTD. AGM Management 2 Confirm interim dividend of Rs.0.2 per equity share (FV of Re.1.0) For For The total dividend outflow including dividend tax on account of the interim dividend for FY17 is Rs. 28. 8 mn. Quarter II 08-Aug-2017 ASTRAL POLY TECHNIK LTD. AGM Management 3 Declare final dividend of Rs.0.3 per equity share (FV of Re.1.0) For For The company has proposed a final dividend of Rs. 0. 3 per equity share of face value Re. 1. 0 for the year ended 31 March Quarter II 08-Aug-2017 ASTRAL POLY TECHNIK LTD. AGM Management 4 Reappoint Anil Kumar Jani (DIN: 07078868) as a Non-Executive Non-Independent Director retiring by rotation For For His reappointment is in line with all the statutory requirements. Quarter II 08-Aug-2017 ASTRAL POLY TECHNIK LTD. AGM Management 5 Appoint S R B C & Co. LLP as statutory auditors for a period of five years and fix their remuneration For For Their appointment is in line with our Voting Guidelines on Auditor (Re)Appointments and with the requirements of Section Quarter II 08-Aug-2017 ASTRAL POLY TECHNIK LTD. AGM Management 6 Reappoint Jagruti S. Engineer (DIN: 00067276) as a Whole-time Director for a period of three years with effect from 1 For For Astral proposes to reappoint Ms. Jagruti Engineer as its Whole-time Director for a period of 3 years with effect from 1 May Quarter II 08-Aug-2017 ASTRAL POLY TECHNIK LTD. AGM Management 7 Approve issuance of Non-Convertible Debentures of up to Rs.2 bn For For The proposed NCD issuance and existing borrowings will not exceed the borrowing limits of the company. Quarter II 08-Aug-2017 ASTRAL POLY TECHNIK LTD. AGM Management 8 Ratify remuneration of Rs. 125,000 payable to V. H. Savalia & Associates as cost auditors for FY18 For For The proposed remuneration to be paid to the cost auditor in FY18 is reasonable compared to the size and scale of Quarter II 09-Aug-2017 TATA CHEMICALS LTD. AGM Management 1 a. Adoption of standalone financial statements for the year ended 31 March 2017; b. Adoption of consolidated For For Normal. Quarter II 09-Aug-2017 TATA CHEMICALS LTD. AGM Management 2 To declare final dividend of Rs.11.0 per share of face value Rs.10.0 For For The total dividend outflow including dividend tax for FY17 is Rs. 3. 4 bn. The dividend payout ratio for FY17 is 48. 7%. Quarter II 09-Aug-2017 TATA CHEMICALS LTD. AGM Management 3 Appoint S Padmanabhan (DIN - 00306299) as Non-Executive Non-Independent Director For For S Padmanabhan is Executive Chairperson of Tata Business Excellence Group and Head Group HR of Tata Sons. He is liable to Quarter II 09-Aug-2017 TATA CHEMICALS LTD. AGM Management 4 Appoint B S R & Co LLP as statutory auditors for a period of five years and fix their remuneration For For B S R & Co LLP’s appointment is in line with our Voting Policy on Auditor Appointment and with the requirements of Section Quarter II 09-Aug-2017 TATA CHEMICALS LTD. AGM Management 5 Approve remuneration of Rs.0.9 mn for D.C. Dave & Co and Rs.0.12 for Ramanath Iyer & Co as cost auditors for FY18 For For The total remuneration proposed is reasonable compared to the size and scale of the company’s operations. Quarter II 09-Aug-2017 ADANI PORTS & SPECIAL ECONOMIC ZONE AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For Normal. Quarter II 09-Aug-2017 ADANI PORTS & SPECIAL ECONOMIC ZONE AGM Management 2 Declare dividend of Rs. 1.3 per share (Face Value: Rs.2) For For The total dividend outflow including dividend tax for the year is Rs. 3. 2 bn. The dividend payout ratio for the year is 10. 5%. Quarter II 09-Aug-2017 ADANI PORTS & SPECIAL ECONOMIC ZONE AGM Management 3 Declare dividend on preference shares For For The company proposes a dividend of 0. 01% dividend on 0. 01% Non-Cumulative Redeemable Preference Shares of Rs. 10 Quarter II 09-Aug-2017 ADANI PORTS & SPECIAL ECONOMIC ZONE AGM Management 4 Reappoint Rajesh S. Adani as a Non- Executive, Non-Independent Director For Against Rajesh Adani attended 60% of the board meetings in FY17 and 70% of the board meetings over the past three years. We Quarter II 09-Aug-2017 ADANI PORTS & SPECIAL ECONOMIC ZONE AGM Management 5 Appoint Deloitte Haskins & Sells LLP as statutory auditors for five years For For The company proposes to appoint Deloitte Haskins & Sells LLP in place of the retiring auditors, SRBC & CO LLP. Deloitte Quarter II 09-Aug-2017 ADANI PORTS & SPECIAL ECONOMIC ZONE AGM Management 6 Reappoint Gautam Adani as MD for a period of five years from 1 July 2017 and fix his remuneration For For The company proposes to appoint Gautam Adani as MD for a further five years. The terms of remuneration remain the same. Quarter II 09-Aug-2017 ADANI PORTS & SPECIAL ECONOMIC ZONE AGM Shareholder 7 Appoint Karan Adani (DIN: 03088095) as an Executive Director For For Karan Adani has been the CEO of the company since 1 January 2016. He is part of the promoter group. His appointment is in Quarter II 09-Aug-2017 ADANI PORTS & SPECIAL ECONOMIC ZONE AGM Management 8 Appoint Karan Adani as CEO & Whole-Time Director for a period of five years from 24 May 2017 and fix his For Against Karan Adani, 30, is the son of Gautam Adani, the Chairperson and Managing Director of Adani Ports. He was appointed as Quarter II 09-Aug-2017 ADANI PORTS & SPECIAL ECONOMIC ZONE AGM Management 9 Issue securities up to Rs. 50 bn For For The maximum potential dilution is estimated to be 6. 0%. The company has taken similar approvals in the past, but has not Quarter II 09-Aug-2017 ADANI PORTS & SPECIAL ECONOMIC ZONE AGM Management 10 Approve private placement of non-convertible debentures For For The issuance will be within the overall borrowing limit of the company (currently at Rs. 250 bn). However, the company has Quarter II 09-Aug-2017 NAVA BHARAT VENTURES LTD. AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For Normal. Quarter II 09-Aug-2017 NAVA BHARAT VENTURES LTD. AGM Management 2 Declare final dividend of Re. 1.0/- per equity share (face value Rs. 2.0) for FY17 For For Dividend for FY17 is Re. 1. 0/-, while it paid a dividend of Rs. 3. 0 in the previous year. The total dividend outflow (including Quarter II 09-Aug-2017 NAVA BHARAT VENTURES LTD. AGM Management 3 Reappoint GRK Prasad (DIN: 00006852) as an Executive Director For For GRK Prasad, 60, represents the promoter family on the board. He has been associated with NBVL for the past 14 years. His Quarter II 09-Aug-2017 NAVA BHARAT VENTURES LTD. AGM Management 4 Appoint Walker Chandiok & Co. LLP as statutory auditors for a period of five years and fix their remuneration For For Walker Chandiok & Co. LLP’s appointment is in line with our Voting Guidelines on Auditor (Re)appointment and with the Quarter II 09-Aug-2017 NAVA BHARAT VENTURES LTD. AGM Management 5 Approve remuneration of Rs. 0.7 mn for Narasimha Murthy & Co. as cost auditors for FY18 For For The total remuneration proposed is reasonable compared to the size and scale of the company’s operations. Quarter II 10-Aug-2017 3M INDIA LTD. AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For Normal. Quarter II 10-Aug-2017 3M INDIA LTD. AGM Management 2 Reappoint Amit Laroya as a Director For For Amit Laroya (DIN: 00008084) is the former MD of 3M India. He has attended only two out of four board meetings (50%) in Quarter II 10-Aug-2017 3M INDIA LTD. AGM Management 3 Ratify appointment of BSR & Co. LLP as statutory auditors for FY18 For For BSR & Co. LLP were appointed as the statutory auditors in the 2016 AGM for five years. The ratification of their appointment Quarter II 10-Aug-2017 3M INDIA LTD. AGM Shareholder 4 Appoint Jong Ho Lee as a Director For For Jong Ho Lee (DIN: 06720950) is the Finance Director (Asia) for 3M Company, USA. His appointment is in line with the Quarter II 10-Aug-2017 3M INDIA LTD. AGM Management 5 Reappoint B V Shankaranarayana Rao as a Whole Time Director for the period 1 April 2017 to 13 May 2020 and fix his For For B V Shankaranarayana Rao (DIN: 00044840) has been on the board for the past 15 years. His proposed remuneration, Quarter II 10-Aug-2017 3M INDIA LTD. AGM Management 6 Approve remuneration of Rs. 0.43 mn for Rao, Murthy & Associates as cost auditors for FY18 For For The remuneration to be paid to the cost auditor is reasonable compared to the size and scale of the company’s operations. Quarter II 10-Aug-2017 3M INDIA LTD. AGM Management 7 Ratify related party transactions pertaining to purchase of materials, royalty and corporate management fee in excess For Against Royalty (and related fees) paid by 3M India have been excessive and, in the past, have grown disproportionately compared to Quarter II 10-Aug-2017 3M INDIA LTD. AGM Management 8 Approve related party transactions with 3M Company, USA for three years w.e.f 1 April 2017 For Against The proposed related party transactions include royalty and related fees (Rs. 1. 55 bn in FY17), which have grown Quarter II 10-Aug-2017 BHARAT FORGE LTD. AGM Management 1 Adoption of standalone and consolidated financial statements for the year ended 31 March 2017 For For Normal. Quarter II 10-Aug-2017 BHARAT FORGE LTD. AGM Management 2 Ratify interim dividend of Rs. 2.50 per equity share and declare final dividend of Rs. 5.0 per equity share (face value For For Bharat Forge Limited has proposed a final dividend of Rs. 5. 0 per equity share of face value Rs. 2. 0 for the year ended 31 Quarter II 10-Aug-2017 BHARAT FORGE LTD. AGM Management 3 Reappoint G K Agarwal as Director For For G K Agarwal, 66, is the Deputy Managing Director, Bharat Forge Limited. He retires by rotation and his reappointment is in Quarter II 10-Aug-2017 BHARAT FORGE LTD. AGM Management 4 Reappoint Kishore Saletore as Director For For Kishore Saletore, 51, is the Chief Financial Officer, Bharat Forge Limited. He retires by rotation and his reappointment is in Quarter II 10-Aug-2017 BHARAT FORGE LTD. AGM Management 5 Reappoint SRBC & Co LLP as statutory auditors for five years and fix their remuneration For For They have been the statutory auditors for the past five years. Their reappointment is in line with our Voting Guidelines on Quarter II 10-Aug-2017 BHARAT FORGE LTD. AGM Management 6 Approve remuneration of Rs. 1 mn payable to Dhananjay V Joshi & Associates as cost auditors for FY18 For For The total remuneration proposed to be paid to the cost auditors in FY18 is reasonable compared to the size and scale of Quarter II 10-Aug-2017 GODREJ PROPERTIES LTD. NCM Management 1 Approve amalgamation of Godrej Vikhroli Properties India Limited (GVPIL), a 95%owned subsidiary, with GPL For For The proposed amalgamation will result in simplification of the existing organizational structure and reduction of Quarter II 10-Aug-2017 PAGE INDUSTRIES LTD. AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For Normal. Quarter II 10-Aug-2017 PAGE INDUSTRIES LTD. AGM Management 2 Declare dividend of Rs. 25 per share (Face Value: Rs.10) For For Page Industries proposes to pay final dividend of Rs. 25. 0 per share of FV Rs. 10. 0 for FY17. This is in-addition to three Quarter II 10-Aug-2017 PAGE INDUSTRIES LTD. AGM Management 3 Reappoint Nari Genomal as a Non- Executive, Non-Independent Director For For Nari Genomal is part of the promoter group and is the Chief Mentor. He retires by rotation and his reappointment is in line Quarter II 10-Aug-2017 PAGE INDUSTRIES LTD. AGM Management 4 Reappoint Ramesh Genomal as a Non- Executive, Non-Independent Director For For Ramesh Genomal is part of the promoter group and is Director – Indian Chamber of Commerce, Philippine. He retires by Quarter II 10-Aug-2017 PAGE INDUSTRIES LTD. AGM Management 5 Ratify SR Batliboi & Associates LLP as statutory auditors for FY18 For For SR Batliboi & Associates LLP were appointed as statutory auditors at the FY16 AGM. SR Batliboi & Associates LLP’s Quarter II 10-Aug-2017 PAGE INDUSTRIES LTD. AGM Management 6 Reappoint BC Prabhakar as an Independent Director for a period of five years from 13 September 2017 For For BC Prabhakar is a practicing lawyer. His reappointment is in line with all statutory requirements. Quarter II 10-Aug-2017 PAGE INDUSTRIES LTD. AGM Management 7 Appoint Vedji Ticku (DIN: 07822283) as an Executive Director For For Vedji Ticku was appointed as an Additional Director from 25 May 2017. He has been associated with the company since Quarter II 10-Aug-2017 PAGE INDUSTRIES LTD. AGM Management 8 Appoint Vedji Ticku as Executive Director and CEO for a period of five years from 25 May 2017 and fix his For For The company has capped Vedji Ticku’s annual remuneration at Rs. 75 mn (including variable pay), which is a good practice. Quarter II 10-Aug-2017 PAGE INDUSTRIES LTD. AGM Management 9 Appoint VS Ganesh (DIN: 07822261) as an Executive Director For For VS Ganesh was appointed as an Additional Director from 25 May 2017. He joined the Company in 2014 as Senior Vice Quarter II 10-Aug-2017 PAGE INDUSTRIES LTD. AGM Management 10 Appoint VS Ganesh as Executive Director- Manufacturing & Operations for a period of five years from 25 May 2017 For For The company has capped V S Ganesh’s annual remuneration at Rs. 40 mn (including variable pay), which is a good practice. Quarter II 10-Aug-2017 PAGE INDUSTRIES LTD. AGM Management 11 To pay remuneration up to Rs.7.0 mn as commission to the non-executive directors in FY18 For For Historically, the remuneration paid to all the non-executive directors has remained below 0. 2% of the company’s net profit. Quarter II 11-Aug-2017 GODREJ INDUSTRIES LTD. AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For Normal. Quarter II 11-Aug-2017 GODREJ INDUSTRIES LTD. AGM Management 2 Declare final dividend of Rs. 1.75/- per equity share (face value Re. 1.0) for FY17 For For Despite making a standalone loss, the dividend for FY17 is Rs. 1. 75/-, which is same as paid in the previous two years. The Quarter II 11-Aug-2017 GODREJ INDUSTRIES LTD. AGM Management 3 Reappoint Adi Godrej (DIN: 00065964) as a Non-Executive Non-Independent Director For For Adi Godrej, 75, is currently the Chairperson of Godrej Group and part of the promoter family. He has been associated with Quarter II 11-Aug-2017 GODREJ INDUSTRIES LTD. AGM Management 4 Reappoint Tanya Dubash (DIN: 00026028) as an Executive Director For For Tanya Dubash, 49, is currently an Executive Director and Chief Brand Officer of GIL. She is part of the promoter family and Quarter II 11-Aug-2017 GODREJ INDUSTRIES LTD. AGM Management 5 Appoint BSR & Co. LLP as statutory auditors for a period of five years and fix their remuneration For For BSR & Co. LLP’s appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Quarter II 11-Aug-2017 GODREJ INDUSTRIES LTD. AGM Management 6 Increase borrowing limit to Rs. 20.0 bn, over and above paid-up capital and free reserves from Rs. 15.0 bn, over and For For GIL current borrowings on 31 March 2017 (as per standalone financials) is ~ Rs. 19. 5 bn (excluding temporary loans of Rs. 9. Quarter II 11-Aug-2017 GODREJ INDUSTRIES LTD. AGM Management 7 Approve remuneration of Rs. 0.26 mn for R. Nanabhoy & Co. as cost auditors for FY18 For For The total remuneration proposed is reasonable compared to the size and scale of the company’s operations.

Quarter II 11-Aug-2017 BLUE STAR LTD. AGM Management 1 Adoption of standalone and consolidated financial statements for the year ended 31 March 2017 For For Normal. Quarter II 11-Aug-2017 BLUE STAR LTD. AGM Management 2 Declare dividend of Rs.7.50 per equity share of face value of Rs.2 each For For The total outflow on account of dividend is Rs. 862. 7 mn v/s Rs. 745. 9 mn in the previous year. The dividend payout is 77% Quarter II 11-Aug-2017 BLUE STAR LTD. AGM Management 3 Reappoint Vir S Advani as Director; liable to retire by rotation For For Vir S Advani (DIN: 01571278) belongs to the promoter family and is the Managing Director. His reappointment is in line with Quarter II 11-Aug-2017 BLUE STAR LTD. AGM Management 4 Ratify SRBC & Co as statutory auditors and fix their remuneration for FY18 For For SRBC & Co were appointed as the statutory auditors in the 2014 AGM for five years. The ratification is in line with all Quarter II 11-Aug-2017 BLUE STAR LTD. AGM Management 5 Approve remuneration of Rs.1.2 mn payable to Narasimha Murthy & Co, cost auditors for FY18 For For The total remuneration proposed to be paid to the cost auditors is reasonable compared to the size and scale of operations. Quarter II 11-Aug-2017 BLUE STAR LTD. AGM Shareholder 6 Appoint Rajiv R Lulla as Non-Executive Non-Independent Director beginning 1 December 2016 For For Rajiv R Lulla (DIN: 06384402) is senior advisor at Voltaire Capital. His appointment is in line with all the statutory Quarter II 11-Aug-2017 BLUE STAR LTD. AGM Shareholder 7 Appoint Dinesh N Vaswani as Non-Executive Non-Independent Director beginning 1 December 2016 For For Dinesh N Vaswani (DIN: 00306990) is founder and Managing Director of Acuitas Capital Advisors. His appointment is in line Quarter II 11-Aug-2017 BLUE STAR LTD. AGM Shareholder 8 Appoint Sam Balsara as Independent Director for five years beginning 20 June 2017 For For Sam Balsara (DIN: 00076942) is the Chairperson and Managing Director of Madison World. His appointment is in line with all Quarter II 11-Aug-2017 BLUE STAR LTD. AGM Management 9 Remove the cap on commission and performance linked incentives payable to Vir S Advani and B Thiagarajan For Against The company proposes to remove the cap of 2% on the commission and performance linked incentives payable to Vir S Quarter II 11-Aug-2017 ZYDUS WELLNESS LTD. AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For Normal. Quarter II 11-Aug-2017 ZYDUS WELLNESS LTD. AGM Management 2 Confirm interim dividend of Rs.6.5 per equity share (face value of Rs.10.0) For For The total dividend for FY17 is Rs. 10. 0/- per equity share and the total dividend outflow (including dividend tax for FY17) is Quarter II 11-Aug-2017 ZYDUS WELLNESS LTD. AGM Management 3 Reappoint Dr. Sharvil P. Patel (DIN: 00131995) as a Non-Executive Non-Independent Director retiring by rotation For For Dr. Sharvil P. Patel, 39, is promoter Chairperson. His reappointment is in line with all the statutory requirements. Quarter II 11-Aug-2017 ZYDUS WELLNESS LTD. AGM Management 4 Ratify reappointment of M/s. Dhirubhai Shah & Doshi as statutory auditors for one year and fix their remuneration For For Dhirubhai Shah & Doshi was appointed as the statutory auditors of the company in 2014. The ratification of their Quarter II 11-Aug-2017 ZYDUS WELLNESS LTD. AGM Management 5 Ratify remuneration of Rs. 225,000 payable to M/s. Dalwadi & Associates as cost auditors for FY18 For For The proposed remuneration to be paid to the cost auditor in FY18 is reasonable compared to the size and scale of Quarter II 11-Aug-2017 ZYDUS WELLNESS LTD. AGM Shareholder 6 Appoint Kulin Lalbhai as an Independent Director for a period of five years until 18 November 2021 For For Kulin Lalbhai, 31, holds executive directorship on the board of Arvind Limited. His appointment is in line with all the statutory Quarter II 11-Aug-2017 ZYDUS WELLNESS LTD. AGM Management 7 To approve change in place of keeping Registers and Index of Members, Debenture holders and copies of Annual For For For administrative convenience Zydus Wellness proposes that the Register and the Index of Members, the Register and the Quarter II 11-Aug-2017 CIPLA LTD. AGM Management 1 Adoption of standalone and consolidated financial statements for the year ended 31 March 2017 For For Normal. Quarter II 11-Aug-2017 CIPLA LTD. AGM Management 2 Declare final dividend of Rs.2.0 per equity share (face value of Rs.2.0) For For The total dividend for FY17 is Rs. 2. 0/- per equity share and the total dividend outflow (including dividend tax for FY17) is Rs. Quarter II 11-Aug-2017 CIPLA LTD. AGM Management 3 Reappoint S. Radhakrishnan (DIN: 02313000) as Whole-time Director For For He retires by rotation and his reappointment is in line with all the statutory requirements. Quarter II 11-Aug-2017 CIPLA LTD. AGM Management 4 Ratify reappointment of Walker Chandiok & Co. LLP as statutory auditors for one year and fix their remuneration For For Walker Chandiok & Co. LLP’s reappointment is in line with our Voting Guidelines on Auditor (Re)Appointments and with the Quarter II 11-Aug-2017 CIPLA LTD. AGM Shareholder 5 Appoint Ireena Vittal (DIN: 05195656) as an Independent Director for a period of five years from 1 December 2016 For For Ireena Vittal, 48, was a partner with McKinsey & Company. Her appointment is in line with all the statutory requirements. Quarter II 11-Aug-2017 CIPLA LTD. AGM Shareholder 6 Appoint Peter Lankau (DIN: 07688110) as an Independent Director for a period of five years from 10 January 2017 For For Peter Lankau, 64, is a principal of Lankau Consulting LLC. His appointment is in line with all the statutory requirements. Quarter II 11-Aug-2017 CIPLA LTD. AGM Management 7 Re-designate Samina Vaziralli (DIN: 00027923) as Executive Vice-Chairperson with effect from 1 April 2017 until 9 July For Against Samina Vaziralli, 42, is part of the promoter family. The re-designation will change her roles and responsibilities to Quarter II 11-Aug-2017 CIPLA LTD. AGM Management 8 Ratify remuneration of Rs. 100,000 payable to D. H. Zaveri as cost auditor for FY18 For For The proposed remuneration to be paid to the cost auditor in FY18 is reasonable compared to the size and scale of Quarter II 11-Aug-2017 CIPLA LTD. AGM Management 9 Issuance of FCCB/GDR/ADR/Other instruments convertible in equity shares aggregating upto Rs.20.0 bn For For If Cipla were to raise the entire Rs. 20. 0 bn at the current market price of Rs. 569. 6, it would have to issue ~35. 1 mn shares: Quarter II 11-Aug-2017 CIPLA LTD. AGM Management 10 Issue debt securities upto Rs.20.0 bn on a private-placement basis For For The issuance of debt securities on private placement basis will be within the company’s overall borrowing limit. Quarter II 14-Aug-2017 A I A ENGINEERING LTD. AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For Normal. Quarter II 14-Aug-2017 A I A ENGINEERING LTD. AGM Management 2 Confirm interim dividend of Rs. 4.0/- per equity share (face value Rs. 2.0) for FY17 For For AIA paid an interim dividend of Rs. 4. 0/- during the year and has proposed a final dividend of Rs. 4. 0/- per equity share. The Quarter II 14-Aug-2017 A I A ENGINEERING LTD. AGM Management 3 Declare final dividend of Rs. 4.0/- per equity share (face value Rs. 2.0) for FY17 For For AIA paid an interim dividend of Rs. 4. 0/- during the year and has proposed a final dividend of Rs. 4. 0/- per equity share. The Quarter II 14-Aug-2017 A I A ENGINEERING LTD. AGM Management 4 Reappoint Ms. Khushali S. Solanki (DIN: 07008918) as a Non-Executive Non-Independent Director For For Ms. Khushali S. Solanki, 40, represents the promoter family. She has been on the board of AIA for the past three years. Her Quarter II 14-Aug-2017 A I A ENGINEERING LTD. AGM Management 5 Appoint BSR & Co. LLP as statutory auditors for a period of five years and fix their remuneration For For BSR & Co. LLP’s appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Quarter II 14-Aug-2017 A I A ENGINEERING LTD. AGM Management 6 Reappoint Yashwant M. Patel (DIN: 02103312) as an Executive Director for five years, w.e.f. 1 April 2017 For For Yashwant M. Patel, 74, has varied experience in Production, Administration, Human Resources and Accounts. He was last Quarter II 14-Aug-2017 A I A ENGINEERING LTD. AGM Management 7 Approve related party transactions with Welcast Steels Ltd., a 74.85 % subsidiary for purchase of goods in FY18 For For Welcast Steel Ltd. Undertakes contract manufacturing on behalf of AIA. The company believes that the purchase of goods Quarter II 14-Aug-2017 A I A ENGINEERING LTD. AGM Management 8 Approve remuneration of Rs. 0.4 mn for Kiran J. Mehta & Co. as cost auditors for FY18 For For The remuneration proposed is reasonable compared to the size and scale of the company’s operations. Quarter II 14-Aug-2017 A I A ENGINEERING LTD. AGM Management 9 Adoption of a new set of Articles of Association (AoA) containing regulations in line with the Companies Act, 2013 For For AIA proposes to adopt a new set of Articles of Association (AoA) to delete/amend the references to various sections and Quarter II 14-Aug-2017 A I A ENGINEERING LTD. AGM Management 10 Keep the register of members and other documents at the office of the Registrar and Transfer Agent For For The company seeks shareholder approval to keep the registers and other documents at the office of Registrar and Transfer Quarter II 18-Aug-2017 MANAPPURAM FINANCE LTD. AGM Management 1 Adoption of standalone and consolidated financial statements for the year ended 31 March 2017 For For Normal. Quarter II 18-Aug-2017 MANAPPURAM FINANCE LTD. AGM Management 2 To confirm three interim dividends of Rs. 0.5 per share each, aggregating to Rs. 1.50 per share of face value Rs. 2 each For For Manappuram has paid three interim dividends of Rs. 0. 5 per share each aggregating to Rs. 1. 5 per share for the year ended Quarter II 18-Aug-2017 MANAPPURAM FINANCE LTD. AGM Management 3 To reappoint E.A. Kshirsagar (DIN:00121824) as director liable to retire rotation For Against E. A. Kshirsagar is a Chartered Accountant and a nominee director of Baring India Equity Fund. He has attended 67% (4 of 6) Quarter II 18-Aug-2017 MANAPPURAM FINANCE LTD. AGM Management 4 To appoint Deloitte Haskins and Sells LLP as statutory auditors for a period of five years For For Manappuram proposes to appoint Deloitte Haskins and Sells LLP as statutory auditors for a period of five years with a Quarter II 18-Aug-2017 MANAPPURAM FINANCE LTD. AGM Management 5 To reappoint V.P. Nandakumar (DIN:00044512) as MD & CEO for five years from 28 July 2017 and to fix his For Against V. P. Nandakumar’s proposed remuneration (of Rs 113. 1 mn from Rs 81. 6 mn in FY16) is line with the size and complexity of Quarter II 18-Aug-2017 MANAPPURAM FINANCE LTD. AGM Management 6 To issue secured redeemable Non-Convertible Debentures up to Rs. 20 bn on private placement basis For For The issuance of debt securities on private placement basis will be within the overall borrowing limit of Rs 200 bn. The NBFCs Quarter II 18-Aug-2017 AUTOMOTIVE AXLES LTD. AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For Normal. Quarter II 18-Aug-2017 AUTOMOTIVE AXLES LTD. AGM Management 2 Declare final dividend of Rs. 8.0 per equity share (face value Rs. 10.0) For For The aggregate dividend outflow including dividend tax for FY17 is Rs. 145. 5 mn. The dividend payout ratio is 30%. Quarter II 18-Aug-2017 AUTOMOTIVE AXLES LTD. AGM Management 3 Reappoint Dr. N Muthukumar as Director For For Dr. N Muthukumar (DIN: 06708535), 52, is the Managing Director, Automotive Axles Limited. He retires by rotation and his Quarter II 18-Aug-2017 AUTOMOTIVE AXLES LTD. AGM Management 4 Appoint S R Batliboi & Associates LLP as statutory auditors for five years and fix their remuneration For For Automotive Axles Limited proposes to appoint S R Batliboi & Associates LLP as statutory auditors for five years, replacing Quarter II 18-Aug-2017 HINDUSTAN ZINC LTD. AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For Normal. Quarter II 18-Aug-2017 HINDUSTAN ZINC LTD. AGM Management 2 Ratify interim dividend of Rs. 1.90 per share and special dividend of Rs. 27.50 per share (face value Rs. 2.0) For For The total dividend outflow including dividend tax for FY17 is Rs. 149. 5 bn. The dividend payout ratio is 179. 8%. Quarter II 18-Aug-2017 HINDUSTAN ZINC LTD. AGM Management 3 Reappoint Navin Agarwal as Non-Executive Non-Independent Director For For Navin Agarwal, 57, is part of the promoter family and Executive Vice Chairperson, Vedanta PLC, the ultimate holding Quarter II 18-Aug-2017 HINDUSTAN ZINC LTD. AGM Management 4 Ratify S R Batliboi & Co LLP as statutory auditors for one year and fix their remuneration For For The company proposes to ratify S R Batliboi & Co LLP as statutory auditors for one year – they were appointed as auditors for Quarter II 18-Aug-2017 HINDUSTAN ZINC LTD. AGM Management 5 Ratify remuneration of Rs. 180,000 payable to KG Goyal & Company as cost auditors for FY18 For For The total remuneration proposed to be paid to the cost auditors in FY18 is reasonable compared to the size and scale of Quarter II 18-Aug-2017 HINDUSTAN ZINC LTD. AGM Management 6 Pay upto 1% of net profit as commission to Non-Executive directors for five years beginning 1 April 2017 For For In FY17, the company paid an aggregate commission of Rs. 6. 0 mn to its non-executive directors, which was in line with Quarter II 21-Aug-2017 INDIAN HOTELS CO. LTD. AGM Management 1 Adoption of standalone financial statements for the year ended 31 March 2017 For For Normal. Quarter II 21-Aug-2017 INDIAN HOTELS CO. LTD. AGM Management 2 Adoption of consolidated financial statements for the year ended 31 March 2017 For For Normal. Quarter II 21-Aug-2017 INDIAN HOTELS CO. LTD. AGM Management 3 Declare final dividend of Re. 0.35 per equity share (face value Re. 1.0) For For The total dividend outflow including dividend tax for FY17 is Rs. 0. 4 bn. The dividend payout ratio is 29. 4%. Quarter II 21-Aug-2017 INDIAN HOTELS CO. LTD. AGM Management 4 Reappoint Mehernosh Kapadia as Director For For Mehernosh Kapadia, 64, is Executive Director - Corporate Affairs. He retires by rotation and his reappointment is in line with Quarter II 21-Aug-2017 INDIAN HOTELS CO. LTD. AGM Management 5 Appoint BSR & Co LLP as statutory auditors for five years and fix their remuneration For For Their appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section Quarter II 21-Aug-2017 INDIAN HOTELS CO. LTD. AGM Shareholder 6 Appoint N Chandrasekaran as Non-Executive Non-Independent Director For For N Chandrasekaran (DIN: 00121863) is the Chairperson of Tata Sons Limited – the holding company and former CEO and Quarter II 21-Aug-2017 INDIAN HOTELS CO. LTD. AGM Management 7 Issue Non-Convertible Debentures upto Rs.5 bn on private placement basis For For The issuance will be within the overall borrowing limit of Rs. 50 bn. Quarter II 21-Aug-2017 INDIAN HOTELS CO. LTD. AGM Management 8 Approve payment of minimum remuneration to Rakesh Sarna as Managing Director and CEO from 1 April 2017 to 30 For For Rakesh Sarna’s remuneration has remained static at ~Rs. 150 mn over FY15 and FY16. Further, while his proposed annual Quarter II 21-Aug-2017 SOLAR INDUSTRIES INDIA LTD. AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For Normal. Quarter II 21-Aug-2017 SOLAR INDUSTRIES INDIA LTD. AGM Management 2 Confirm interim dividend of Rs.2.0 per equity share and declare final dividend of Rs.3.0 per equity share (face value of For For The total dividend for FY17 is Rs. 5. 0/- per equity share and the total dividend outflow (including dividend tax for FY17) is Rs. Quarter II 21-Aug-2017 SOLAR INDUSTRIES INDIA LTD. AGM Management 3 Reappoint Kailashchandra Nuwal (DIN: 00374378) as Director For For Kailashchandra Nuwal is Executive Vice-Chairperson. He retires by rotation and his reappointment is in line with all the Quarter II 21-Aug-2017 SOLAR INDUSTRIES INDIA LTD. AGM Management 4 Appoint SRBC & Co. LLP and Akshay Rathi & Associates as statutory auditors for five years and fix their remuneration For For Their appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section Quarter II 21-Aug-2017 SOLAR INDUSTRIES INDIA LTD. AGM Management 5 Reappoint Roomie Dara Vakil (DIN: 00180806) as Whole-time Director for a period of one year beginning 1 April 2017 For For Roomie Dara Vakil’s reappointment is in line with all the statutory requirements. His FY18 proposed remuneration estimated Quarter II 21-Aug-2017 SOLAR INDUSTRIES INDIA LTD. AGM Management 6 Ratify remuneration of Rs. 110,000 payable to Khanuja Patra & Associates as cost auditors for FY18 For For The proposed remuneration to be paid to the cost auditors in FY18 is reasonable compared to the size and scale of Quarter II 21-Aug-2017 MOTHERSON SUMI SYSTEMS LTD. AGM Management 1 Adoption of standalone & consolidated financial statements for the year ended 31 March 2017 For For Normal. Quarter II 21-Aug-2017 MOTHERSON SUMI SYSTEMS LTD. AGM Management 2 To confirm interim dividend of Rs. 2.0 per equity share (face value Re.1.0) as final dividend For For Motherson Sumi Systems Limited (MSSL) has paid an interim dividend of Rs. 2. 5 per equity share. The total dividend outflow Quarter II 21-Aug-2017 MOTHERSON SUMI SYSTEMS LTD. AGM Management 3 Reappoint Pankaj Mittal as Director liable to retire by rotation For For Pankaj Mittal is the Chief Operating Officer of MSSL. He retires by rotation, and his reappointment is in line with the Quarter II 21-Aug-2017 MOTHERSON SUMI SYSTEMS LTD. AGM Management 4 Appoint S.R. Batliboi & Co. LLP as statutory auditors for a period of five years For For MSSL proposes to appoint S. R. Batliboi & Co. LLP (Ernst & Young audit network) as statutory auditors for a period of five Quarter II 21-Aug-2017 MOTHERSON SUMI SYSTEMS LTD. AGM Management 5 To reappoint Pankaj Mital as Chief Operating Officer from 1 April 2017 till 30 September 2021 For For Pankaj Mital was paid a remuneration of Rs 19. 2 mn in FY17. Based on the company’s past practices on remuneration Quarter II 21-Aug-2017 MOTHERSON SUMI SYSTEMS LTD. AGM Management 6 Approve remuneration of Rs.1.25 mn for M. R. Vyas and Associates as cost auditors for FY18 For For The total remuneration proposed to be paid to the cost auditors in FY18 is reasonable compared to the size and scale of the Quarter II 22-Aug-2017 LARSEN & TOUBRO LTD. NCM Management 1 Approve amalgamation of Spectrum Infotech Private Limited (SIPL), a wholly owned subsidiary, with L&T For For SIPL is engaged in technology and product development of electronic components in the areasQuarter II 22-Aug-2017 LARSEN & TOUBRO LTD. AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For Normal. Quarter II 22-Aug-2017 LARSEN & TOUBRO LTD. AGM Management 2 Approve final dividend of Rs.21 per share (pre-bonus) of face value Rs.2.0 each For For The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs. 22. 8Quarter II 22-Aug-2017 LARSEN & TOUBRO LTD. AGM Management 3 Reappoint Sushobhan Sarker as a Director For For Sushobhan Sarker (DIN: 00088276) is a nominee director of Life Insurance Corporation of IndiaQuarter II 22-Aug-2017 LARSEN & TOUBRO LTD. AGM Management 4 Reappoint Shailendra Roy as a Director For For Shailendra Roy (DIN: 02144836) is Senior Executive VP (Power, Heavy Engineering & Defence) inQuarter II 22-Aug-2017 LARSEN & TOUBRO LTD. AGM Management 5 Reappoint R. Shankar Raman as a Director For For R. Shankar Raman (DIN: 00019798) is the CFO of L&T. He retires by rotation and hisQuarter II 22-Aug-2017 LARSEN & TOUBRO LTD. AGM Management 6 Reappoint Subodh Bhargava as an Independent Director for five years w.e.f 30 March 2017 For Against Subodh Bhargava (DIN: 00035672) is the former CEO, Eicher Group. He has been on the boardQuarter II 22-Aug-2017 LARSEN & TOUBRO LTD. AGM Management 7 Reappoint S. N. Subrahmanyan as CEO & MD for a period of five years w.e.f 1 July 2017 and fix his remuneration For For As part of the company’s succession plan, S. N. Subrahmanyan (currently deputy MD) is beingQuarter II 22-Aug-2017 LARSEN & TOUBRO LTD. AGM Shareholder 8 Appoint Jayant Damodar Patil as a Director For For Jayant Damodar Patil (DIN: 00090360) is Senior Executive VP (Defence) in L&T. His appointmentQuarter II 22-Aug-2017 LARSEN & TOUBRO LTD. AGM Shareholder 9 Appoint Arvind Gupta as a Director For For Arvind Gupta (DIN: 01252184) is a nominee director of SUUTI. His appointment is in line withQuarter II 22-Aug-2017 LARSEN & TOUBRO LTD. AGM Management 10 Appoint Jayant Damodar Patil as Whole Time Director for a period of five years w.e.f 1 July 2017 and fix his For For His proposed pay of Rs. 73. 8 mn is in line with similar sized peers and is commensurate with theQuarter II 22-Aug-2017 LARSEN & TOUBRO LTD. AGM Management 11 Approve issuance of equity linked securities up to Rs.40 bn or $600 mn, whichever is higher For For Based on current market price, the issuance will result in a maximum dilution of ~3. 6% forQuarter II 22-Aug-2017 LARSEN & TOUBRO LTD. AGM Management 12 Approve issuance of non-convertible debentures (NCDs) of up to Rs.60 bn For For The issuance will be within the approved borrowing limit (Rs. 20 bn over and above theQuarter II 22-Aug-2017 LARSEN & TOUBRO LTD. AGM Management 13 Ratify appointment of Deloitte Haskins & Sells as statutory auditors for FY18 For For Deloitte Haskins & Sells LLP was appointed as auditors in FY16. The ratification of theirQuarter II 22-Aug-2017 LARSEN & TOUBRO LTD. AGM Management 14 Approve remuneration of Rs. 1.2 mn for R. Nanabhoy & Co. as cost auditors for FY18 For For The remuneration to be paid to the cost auditor is reasonable compared to the size and scale ofQuarter II 22-Aug-2017 TATA MOTORS LTD. AGM Management 1 Adoption of standalone financial statements for the year ended 31 March 2017 For For Normal. Quarter II 22-Aug-2017 TATA MOTORS LTD. AGM Management 2 Adoption of consolidated financial statements for the year ended 31 March 2017 For For Normal. Quarter II 22-Aug-2017 TATA MOTORS LTD. AGM Management 3 Reappoint Dr. Ralph Speth (DIN: 03318908) as a Non-Executive Non-Independent Director For For Dr. Ralf Speth, 62, has been the CEO of Jaguar Land Rover for the past seven years. His reappointment meets all statutory Quarter II 22-Aug-2017 TATA MOTORS LTD. AGM Management 4 Appoint BSR & Co. LLP as statutory auditors for a period of five years and fix their remuneration For For BSR & Co. LLP’s appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Quarter II 22-Aug-2017 TATA MOTORS LTD. AGM Shareholder 5 Appoint Natarajan Chandrasekaran (DIN: 00121863) as a Non-Executive Non-Independent Director For For Natarajan Chandrasekaran, 54, represents Tata Sons on the board. Prior to joining Tata Sons, he was the MD & CEO of Tata Quarter II 22-Aug-2017 TATA MOTORS LTD. AGM Shareholder 6 Appoint Om Prakash Bhatt (DIN: 00548091) as an Independent Director for five years, w.e.f. 9 May 2017 For For Om Prakash Bhatt, 66, holds a Bachelors’ degree in Science and Masters’ degree in English Literature. He is the former Quarter II 22-Aug-2017 TATA MOTORS LTD. AGM Management 7 Reappoint Satish Borwankar (DIN: 00004695) as an Executive Director and COO for two years, w.e.f. 16 July 2017 For For Satish Borwankar, 65, has been on the board of Tata Motors for past five years. The proposed remuneration is likely to range Quarter II 22-Aug-2017 TATA MOTORS LTD. AGM Management 8 Approve remuneration of Rs. 0.5 mn for Mani & Co. as cost auditors for FY18 For For The total remuneration proposed is reasonable compared to the size and scale of the company’s operations. Quarter II 22-Aug-2017 TATA MOTORS LTD. AGM Management 9 Issuance of Non-Convertible Debentures (NCDs) on a private placement basis upto Rs. 30.0 bn For For The NCDs a within the overall borrowing limit of Rs. 300. 0 bn, for tenors ranging between 2 to 10 years and expected Quarter II 23-Aug-2017 TATA POWER CO. LTD. AGM Management 1 Adoption of standalone financial statements for the year ended 31 March 2017 For For Normal. Quarter II 23-Aug-2017 TATA POWER CO. LTD. AGM Management 2 Adoption of consolidated financial statements for the year ended 31 March 2017 For For Normal. Quarter II 23-Aug-2017 TATA POWER CO. LTD. AGM Management 3 Declare dividend of Rs.1.3 per equity share (face value of Re.1.0 per share) For For The company proposes to pay a total dividend of Rs. 1. 3 per equity share carrying a face value of Re. 1. 0 each. The total Quarter II 23-Aug-2017 TATA POWER CO. LTD. AGM Management 4 Reappoint Ms. Sandhya S. Kudtarkar as a Non-Executive Non-Independent Director For For Ms. Sandhya Kudtarkar is the Senoir Vice President - Legal Services of Tata Services Limited. She retires by rotation and her Quarter II 23-Aug-2017 TATA POWER CO. LTD. AGM Management 5 Appoint SRBC & Co. LLP as statutory auditors for five years and fix their remuneration For For SRBC & Co. LLP will replace Deloitte Haskins & Sells as the statutory auditors. Their appointment is in line with all statutory Quarter II 23-Aug-2017 TATA POWER CO. LTD. AGM Shareholder 6 Appoint N. Chandrasekaran (DIN: 00121863) as a Non-Executive Non-Independent Director For For N Chandrasekaran is the Chairperson of Tata Sons Limited – the holding company. His appointment is in line with all Quarter II 23-Aug-2017 TATA POWER CO. LTD. AGM Shareholder 7 Appoint S. Padmanabhan (DIN: 00306299) as a Non-Executive Non-Independent Director For For S. Padmanabhan was appointed as an Additional Director from 16 December 2016. He is Head of Group Human Resources Quarter II 23-Aug-2017 TATA POWER CO. LTD. AGM Shareholder 8 Appoint Ms. Anjali Bansal (DIN: 00207746) as an Independent Director for a period of five years from 14 October For For Ms. Anjali Bansal was appointed as an Additional Director from 14 October 2016. She is the former Global Partner and Quarter II 23-Aug-2017 TATA POWER CO. LTD. AGM Shareholder 9 Appoint Ms. Vibha Padalkar (DIN: 01682810) as an Independent Director for a period of five years from 14 October For For Ms. Vibha Padalkar was appointed as an Additional Director from 14 October 2016. She is the Executive Director and Chief Quarter II 23-Aug-2017 TATA POWER CO. LTD. AGM Shareholder 10 Appoint Sanjay V. Bhandarkar (DIN: 01260274) as an Independent Director for a period of five years from 14 October For For Sanjay V. Bhandarkar was appointed as an Additional Director from 14 October 2016. He is Former Managing Director of Quarter II 23-Aug-2017 TATA POWER CO. LTD. AGM Shareholder 11 Appoint K. M. Chandrasekhar (DIN: 06466854) as an Independent Director for a period of five years from 4 May 2017 For For K. M. Chandrasekhar was appointed as an Additional Director from 4 May 2017. He is the former Vice-Chairman, Kerala Quarter II 23-Aug-2017 TATA POWER CO. LTD. AGM Management 12 Reappoint Ashok S. Sethi as COO and Executive Director for the period from 1 April 2017 to 30 April 2019 and fix his For For Ashok S. Sethi has worked with the company for the last 41 years in various roles after completing his B. Tech from IIT Quarter II 23-Aug-2017 TATA POWER CO. LTD. AGM Management 13 Revision in terms of remuneration of Anil Sardana as CEO and MD from 1 April 2018 For For The company proposes to revise his maximum basic salary to Rs. 16. 8 mn per annum, with a proportionate increase in the Quarter II 23-Aug-2017 TATA POWER CO. LTD. AGM Management 14 Approve private placement of Non-Convertible Debentures upto an amount of Rs.70 bn For For The issuance of debt securities on private placement basis will be within the overall borrowing limit of the company. The Quarter II 23-Aug-2017 TATA POWER CO. LTD. AGM Management 15 To increase the authorised share capital to Rs. 5.79 bn from Rs. 5.29 bn For For The present authorized share capital is Rs. 5. 29 bn divided into 3 bn equity shares of Re. 1 each and 22. 9 mn Cumulative Quarter II 23-Aug-2017 TATA POWER CO. LTD. AGM Management 16 To alter the Memorandum of Association on account of increase the authorised share capital For For The company proposes to alter the Capital Clause of the Memorandum of Association to reflect the increase in the Quarter II 23-Aug-2017 TATA POWER CO. LTD. AGM Management 17 Authorize the board to appoint branch auditors For For The company seeks shareholder permission to authorize the Board of Directors of the Company to appoint branch auditors Quarter II 23-Aug-2017 TATA POWER CO. LTD. AGM Management 18 Ratify remuneration of Rs 650,000 (plus service tax and out of pocket expenses) for Sanjay Gupta and Associates as For For The proposed remuneration is comparable to the size and complexity of the business. Quarter II 23-Aug-2017 BAYER CROPSCIENCE LTD. AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For Normal. Quarter II 23-Aug-2017 BAYER CROPSCIENCE LTD. AGM Management 2 Approve dividend of Rs.17 per share of face value Rs.10.0 each For For The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs. 0. 7 bn. The dividend payout ratio Quarter II 23-Aug-2017 BAYER CROPSCIENCE LTD. AGM Management 3 Reappoint Peter Mueller as a Director For For Peter Mueller (DIN: 03582162) is the Finance Head of Bayer AG (holding company). He has attended four out of five board Quarter II 23-Aug-2017 BAYER CROPSCIENCE LTD. AGM Management 4 Appoint Deloitte Haskins & Sells LLP as statutory auditors for a period of five years and fix their remuneration For For Deloitte Haskins & Sells LLP are replacing Price Waterhouse as the statutory auditors. The appointment is in line with the Quarter II 23-Aug-2017 BAYER CROPSCIENCE LTD. AGM Shareholder 5 Appoint Ms. Miriam Colling-Hendelkens as a Director For For Ms. Miriam Colling-Hendelkens (DIN: 07839649) is the Patents Head of Bayer Group. Her appointment is in line with the Quarter II 23-Aug-2017 BAYER CROPSCIENCE LTD. AGM Management 6 Approve remuneration of Rs. 0.55 mn for D. C. Dave & Co as cost auditors for FY18 For For The remuneration to be paid to the cost auditor is reasonable compared to the size and scale of the company’s operations. Quarter II 23-Aug-2017 BAYER CROPSCIENCE LTD. AGM Management 7 Approve related party transactions with Bayer AG aggregating up to Rs.18 bn each year For For In the 2015 AGM, the company had taken shareholder approval to enter into related party transactions (pertaining primarily Quarter II 23-Aug-2017 BAYER CROPSCIENCE LTD. AGM Management 8 Approve related party transactions with Bayer Vapi Private Ltd (BVPL) aggregating up to Rs.6 bn each year For For BVPL is part of the promoter group. It is engaged in the manufacture of active ingredients and its intermediaries for use in a Quarter II 24-Aug-2017 LARSEN & TOUBRO INFOTECH LTD NCM Management 1 Approve amalgamation of AugmentIQ Data Sciences Private Limited (AugmentIQ), a wholly owned subsidiary, with For Abstain Due to administration problem we could not cast the vote.Quarter II 24-Aug-2017 LARSEN & TOUBRO INFOTECH LTD AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For Abstain Due to administration problem we could not cast the vote.Quarter II 24-Aug-2017 LARSEN & TOUBRO INFOTECH LTD AGM Management 2 Approve final dividend of Rs.9.7 per share of face value Re.1.0 each For Abstain Due to administration problem we could not cast the vote.Quarter II 24-Aug-2017 LARSEN & TOUBRO INFOTECH LTD AGM Management 3 Reappoint S. N. Subrahmanyan as a Director For Abstain Due to administration problem we could not cast the vote.Quarter II 24-Aug-2017 LARSEN & TOUBRO INFOTECH LTD AGM Management 4 Reappoint A. M. Naik as a Director For Abstain Due to administration problem we could not cast the vote.Quarter II 24-Aug-2017 LARSEN & TOUBRO INFOTECH LTD AGM Management 5 Appoint B. K Khare & Co as statutory auditors for a period of five years and fix their remuneration For Abstain Due to administration problem we could not cast the vote.Quarter II 24-Aug-2017 LARSEN & TOUBRO INFOTECH LTD AGM Management 6 Reappoint Samir Desai as an Independent Director for a period of four years w.e.f 1 April 2017 For Abstain Due to administration problem we could not cast the vote.Quarter II 24-Aug-2017 LARSEN & TOUBRO INFOTECH LTD AGM Management 7 Reappoint M. M. Chitale as an Independent Director for a period of five years w.e.f 1 April 2017 For Abstain Due to administration problem we could not cast the vote.Quarter II 24-Aug-2017 LARSEN & TOUBRO INFOTECH LTD AGM Shareholder 8 Appoint Sanjeev Aga as an Independent Director for five years w.e.f 9 November 2016 For Abstain Due to administration problem we could not cast the vote.Quarter II 24-Aug-2017 LARSEN & TOUBRO INFOTECH LTD AGM Shareholder 9 Appoint Sudip Banerjee as an Independent Director for five years w.e.f 20 May 2017 For Abstain Due to administration problem we could not cast the vote.Quarter II 24-Aug-2017 LARSEN & TOUBRO INFOTECH LTD AGM Management 10 Revise basic salary of Sanjay Jalona, CEO and MD for the remainder of his term For Abstain Due to administration problem we could not cast the vote.Quarter II 24-Aug-2017 LARSEN & TOUBRO INFOTECH LTD AGM Management 11 Appoint Aftab Zaid Ullah as Whole Time Director for a period of five years w.e.f 9 November 2016 and fix his For Abstain Due to administration problem we could not cast the vote.Quarter II 24-Aug-2017 LARSEN & TOUBRO INFOTECH LTD AGM Management 12 Appoint Sudhir Chaturvedi as Whole Time Director for a period of five years w.e.f 9 November 2016 and fix his For Abstain Due to administration problem we could not cast the vote.Quarter II 24-Aug-2017 N C C LTD. AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For Normal. Quarter II 24-Aug-2017 N C C LTD. AGM Management 2 Approve dividend of Rs.0.4 per share of face value Rs.2.0 each For For The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs. 0. 3 bn. The dividend payout ratio Quarter II 24-Aug-2017 N C C LTD. AGM Management 3 Reappoint J V Ranga Raju as a Director For Against J V Ranga Raju (DIN: 00020547) is an Executive Director. He has attended 33% of the boardQuarter II 24-Aug-2017 N C C LTD. AGM Management 4 Reappoint N R Alluri as a Director For Against N R Alluri (DIN: 00026723) is part of the promoter group and a non-executive director. He hasQuarter II 24-Aug-2017 N C C LTD. AGM Management 5 Appoint S R Batliboi & Associates LLP as statutory auditors for a period of five years and fix their remuneration For For S R Batliboi & Associates LLP are replacing M. Bhaskara Rao & Co and Deloitte Haskins & SellsQuarter II 24-Aug-2017 N C C LTD. AGM Management 6 Reappoint A A V Ranga Raju as MD for a period of five years w.e.f 1 April 2017 and fix his remuneration For For A A V Ranga Raju is part of the promoter group and the initial founding team of NCC. HisQuarter II 24-Aug-2017 N C C LTD. AGM Management 7 Reappoint A G K Raju as Executive Director for a period of five years w.e.f 1 April 2017 and fix his remuneration For For A G K Raju is part of the promoter group and the initial founding team of NCC. His proposed payQuarter II 24-Aug-2017 N C C LTD. AGM Management 8 Reappoint J V Ranga Raju as Executive Director for a period of five years w.e.f 1 April 2017 and fix his remuneration For Against J V Ranga Raju is part of the promoter group and the initial founding team of NCC. His proposedQuarter II 24-Aug-2017 N C C LTD. AGM Management 9 Ratify remuneration of Rs. 0.2 mn paid to Vajralingam & Co as cost auditors for FY17 For For The remuneration to be paid to the cost auditor is reasonable compared to the size and scale ofQuarter II 24-Aug-2017 BAJAJ FINANCE LTD. Postal Ballot Management 1 To issue securities to Qualified Institutional Buyers (QIB) through Qualified Institutional Placement (QIP) for an For For Assuming the issue is done at current market price of Rs 1682. 2 per share, Bajaj Finance will issue ~26. 8 mn equity shares. Quarter II 28-Aug-2017 L & T FINANCE HOLDINGS LTD. AGM Management 1 Adoption of standalone & consolidated financial statements for the year ended 31 March 2017 For For Normal. Quarter II 28-Aug-2017 L & T FINANCE HOLDINGS LTD. AGM Management 2 Declare dividend of Rs. 0.8 per share (FV Rs.10) For For The dividend is Rs. 0. 8 per share (face value Rs. 10. 0) unchanged from previous year despite a 34% fall in standalone Quarter II 28-Aug-2017 L & T FINANCE HOLDINGS LTD. AGM Management 3 Reappoint R. Shankar Raman as (DIN: 00019798), Director as director liable to retire by rotation For For R. Shankara Raman is the CFO and a member of the board of parent company Larsen & Toubro. He is a promoter nominee on Quarter II 28-Aug-2017 L & T FINANCE HOLDINGS LTD. AGM Management 4 Ratify appointment of B. K. Khare & Co. and Deloitte Haskins & Sells LLP as joint statutory auditors For For L&T Finance Holdings (LTFHL) appointed B. K. Khare & Co. And Deloitte Haskins & Sells LLP as joint auditors for five years Quarter II 28-Aug-2017 L & T FINANCE HOLDINGS LTD. AGM Shareholder 5 Appoint Nishi Vasudeva (DIN: 03016991) as Independent Director for five years upto 14 June 2022 For For Nishi Vasudeva was the CMD of Hindustan Petroleum Corporation from March 2014 till March 2016. She is BA (Economic Quarter II 28-Aug-2017 L & T FINANCE HOLDINGS LTD. AGM Shareholder 6 Appoint Vaishali Kasture (DIN: 01837395), as Independent Director for five years upto 14 June 2022 For For Vaishali Kasture has 25 years of banking and capital markets experience. She was VP at Citibank, Corporate Bank, MD – India Quarter II 28-Aug-2017 L & T FINANCE HOLDINGS LTD. AGM Management 7 Appoint Pavninder Singh (DIN: 03048302) of Bain Capital as Nominee Director, not liable to retire by rotation For For Pavninder Singh is the Managing Director of Bain Capital. He represents Bain Capital’s 31. 8% investment in LTFHL and will Quarter II 28-Aug-2017 L & T FINANCE HOLDINGS LTD. AGM Management 8 Approve private placement of non-convertible debenture (NCD) of upto Rs. 20 bn For For The NCDs issued will be within the overall borrowing limit of the company. Quarter II 28-Aug-2017 L & T FINANCE HOLDINGS LTD. AGM Management 9 Approve issue of Non-Convertible Redeemable Preference Shares of upto Rs. 15 bn by way of public offer or on a For For The preference shares will be redeemable at a maximum period of 7 years. Because the preference shares are non-Quarter II 28-Aug-2017 WIPRO LTD. Postal Ballot Management 1 Approval for buyback of upto 343.7 mn equity shares at Rs. 320.0 per share (face value Rs. 2) through a tender offer, For For The buyback will be open to all equity shareholders, including promoters. Promoter participation will be to the extent of their Quarter II 28-Aug-2017 INTERGLOBE AVIATION LTD AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For Normal. Quarter II 28-Aug-2017 INTERGLOBE AVIATION LTD AGM Management 2 Approve final dividend of Rs.34 per share of face value Rs.10.0 each For For The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs. 14. 8Quarter II 28-Aug-2017 INTERGLOBE AVIATION LTD AGM Management 3 Reappoint Ms. Rohini Bhatia as a Director For Against Ms. Rohini Bhatia (DIN: 01583219) is part of the promoter group and Senior VP, InterGlobe AirQuarter II 28-Aug-2017 INTERGLOBE AVIATION LTD AGM Management 4 Ratify appointment of BSR & Co LLP as statutory auditors for FY18 For For BSR & Co LLP have been the company’s auditors for the past eight years. The ratification of theirQuarter II 28-Aug-2017 INTERGLOBE AVIATION LTD AGM Management 5 Approve issuance of securities to increase the minimum public shareholding to up to 30% For For As on 31 July 2017, the public shareholding of the company was 14. 17%, which is below theQuarter II 29-Aug-2017 INDIAN OIL CORPN. LTD. AGM Management 1 Adoption of standalone and consolidated financial statements for the year ended 31 March 2017 For For Normal. Quarter II 29-Aug-2017 INDIAN OIL CORPN. LTD. AGM Management 2 Confirm interim dividend of Rs.18 per equity share and declare final dividend of Re.1 per equity share of Rs.10 each For For The total outflow on account of dividend is Rs. 3. 8 bn. The dividend payout ratio is 36. 6% v/s 14. 8% in the previous year. Quarter II 29-Aug-2017 INDIAN OIL CORPN. LTD. AGM Management 3 Reappoint Verghese Cherian as Director, liable to retire by rotation For For Verghese Cherian (DIN: 07001243) is Wholetime Director (Human Resources). His reappointment is in line with all statutory Quarter II 29-Aug-2017 INDIAN OIL CORPN. LTD. AGM Management 4 Reappoint Anish Aggarwal as Director, liable to retire by rotation For For Anish Aggarwal (DIN: 06993471) is Wholetime Director (Pipelines). His reappointment is in line with all statutory Quarter II 29-Aug-2017 INDIAN OIL CORPN. LTD. AGM Management 5 Appoint Dr. SSV Ramakumar as Director (Research & Development) beginning 1 February 2017 and fix his For For Dr. SSV Ramakumar holds a Ph. D in Chemistry from IIT Roorkee and has over 28 years of experience in research and Quarter II 29-Aug-2017 INDIAN OIL CORPN. LTD. AGM Management 6 Approve remuneration of Rs.1.85 mn payable to cost auditors for FY18 For For The company has appointed Chandra Wadhwa & Co, Bandyopadhyaya Bhaumik & Co, Mani & Co, RJ Goel & Co, ABK & Quarter II 29-Aug-2017 INDIAN OIL CORPN. LTD. AGM Management 7 Private placement of debentures upto Rs.200 bn For For The proposed issuance will be carved out of the company’s Rs. 1,100 bn borrowing limit, which was approved by Quarter II 31-Aug-2017 AUROBINDO PHARMA LTD. AGM Management 1 Adoption of standalone financial statements for the year ended 31 March 2017 For For Normal. Quarter II 31-Aug-2017 AUROBINDO PHARMA LTD. AGM Management 2 Adoption of consolidated financial statements for the year ended 31 March 2017 For For Normal. Quarter II 31-Aug-2017 AUROBINDO PHARMA LTD. AGM Management 3 Confirm interim dividend of Rs.2.5 per equity share (face value of Re.1.0) For For The total dividend for FY17 is Rs. 2. 5/- per equity share and the total dividend outflow (including dividend tax for FY17) is Rs. Quarter II 31-Aug-2017 AUROBINDO PHARMA LTD. AGM Management 4 Reappoint P. Sarath Chandra Reddy (DIN: 01628013) as a Director retiring by rotation For For His reappointment is in line with all the statutory requirements. Quarter II 31-Aug-2017 AUROBINDO PHARMA LTD. AGM Management 5 Reappoint Dr. M. Sivakumaran (DIN: 01284320) as a Director retiring by rotation For For His reappointment is in line with all the statutory requirements. Quarter II 31-Aug-2017 AUROBINDO PHARMA LTD. AGM Management 6 Appoint B S R & Associates LLP as statutory auditors for a period of five years and fix their remuneration For For B S R & Associates LLP’s appointment is in line with our Voting Guidelines on Auditor (Re)Appointments and with the Quarter II 31-Aug-2017 AUROBINDO PHARMA LTD. AGM Management 7 Reappoint P. V. Ramprasad Reddy as Executive Chairperson and Managing Director, Aurobindo Pharma USA Inc. for a For For P. V. Ramprasad Reddy, 57, is promoter and Non-Executive Non-Independent director on the company’s board. The Quarter II 31-Aug-2017 AUROBINDO PHARMA LTD. AGM Shareholder 8 Appoint Rangaswamy Rathakrishnan Iyer (DIN: 00474407) as an Independent Director for a period of two years with For For Rangaswamy Rathakrishnan Iyer, 64, has 37 years of experience in the pharmaceuticals industry in India. His appointment is Quarter II 31-Aug-2017 AUROBINDO PHARMA LTD. AGM Management 9 Revise remuneration to N. Govindarajan, Managing Director, with effect from 1 April 2017 until 31 May 2018 For For The company proposes to revise N. Govindarajan’s remuneration terms. His proposed remuneration is estimated at Rs. 141. Quarter II 01-Sep-2017 CENTURY PLYBOARDS (INDIA) LTD. AGM Management 1 Adoption of standalone and consolidated financial statements for the year ended 31 March 2017 For For Normal. Quarter II 01-Sep-2017 CENTURY PLYBOARDS (INDIA) LTD. AGM Management 2 Declare dividend of Re.1 per equity share of face value of Re.1 each For For The total outflow on account of dividend is Rs. 267. 4 mn, same as previous year. The dividend payout is 14. 4% v/s 15. 7% in Quarter II 01-Sep-2017 CENTURY PLYBOARDS (INDIA) LTD. AGM Management 3 Reappoint Hari Prasad Agarwal as Director, liable to retire by rotation For For Hari Prasad Agarwal (DIN: 00266005) belongs to the promoter family and is the Vice Chairperson. His reappointment is in Quarter II 01-Sep-2017 CENTURY PLYBOARDS (INDIA) LTD. AGM Management 4 Reappoint Prem Kumar Bhajanka as Director, liable to retire by rotation For For Prem Kumar Bhajanka (DIN:00591512) is designated Managing Directors: the company has four Managing Directors on the Quarter II 01-Sep-2017 CENTURY PLYBOARDS (INDIA) LTD. AGM Management 5 Ratify Singhi & Co as statutory auditors and fix their remuneration for FY18 For For Singhi & Co were appointed as statutory auditors for five years at the 2014 AGM. The ratification is in line with all statutory Quarter II 01-Sep-2017 CENTURY PLYBOARDS (INDIA) LTD. AGM Shareholder 6 Appoint Vijay Chhibber as Independent Director for three years beginning 1 February 2017 For For Vijay Chhibber (DIN: 00396838) is a former IAS officer. His appointment is in line with all statutory requirements. Quarter II 01-Sep-2017 CENTURY PLYBOARDS (INDIA) LTD. AGM Shareholder 7 Appoint Debanjan Mandal as Independent Director for three years beginning 1 August 2017 For For Debanjan Mandal (DIN: 00469622) is partner at Fox and Mandal, law firm. His appointment is in line with all statutory Quarter II 01-Sep-2017 CENTURY PLYBOARDS (INDIA) LTD. AGM Shareholder 8 Appoint Sunil Mitra as Independent Director for three years beginning 3 August 2017 For For Sunil Mitra (DIN: 00113473) is a former IAS officer. His appointment is in line with all statutory requirements. Quarter II 01-Sep-2017 CENTURY PLYBOARDS (INDIA) LTD. AGM Management 9 Appoint Ms. Nikita Bansal as Director, liable to retire by rotation For Against Ms. Nikita Bansal (DIN: 03109710) is 27 years old and lacks the requisite experience to be a board member. Quarter II 01-Sep-2017 CENTURY PLYBOARDS (INDIA) LTD. AGM Management 10 Appoint Ms. Nikita Bansal as Wholetime Director for five years beginning 1 February 2017 and fix her remuneration For Against Ms. Nikita Bansal’s proposed remuneration is estimated at Rs. 3. 6 mn. She is 27 years old and lacks the requisite experience Quarter II 01-Sep-2017 CENTURY PLYBOARDS (INDIA) LTD. AGM Management 11 Reappoint Hari Prasad Agarwal as Vice Chairperson for five years beginning 1 June 2017 and fix his remuneration For For Hari Prasad Agarwal’s proposed remuneration is estimated at Rs. 7. 2 mn. This is in line with peers and commensurate with Quarter II 01-Sep-2017 RELIANCE INDUSTRIES LTD. Postal Ballot Management 1 Approve increase in authorized share capital to Rs. 150.0 bn and consequently alter the capital clause of the For For The company proposes to increase the authorized share capital to Rs. 150 bn (14 bn equity shares of Rs. 10 each and 1 bn Quarter II 01-Sep-2017 RELIANCE INDUSTRIES LTD. Postal Ballot Management 2 Issue one equity share of Rs.10 each as bonus for each equity share held in the company For For The bonus issue will increase the liquidity of the equity shares with higher floating stock and make the equity shares more

Quarter II 01-Sep-2017 RELIANCE INDUSTRIES LTD. Postal Ballot Management 3 Approve Reliance Industries Limited Employees Stock Scheme 2017 (ESOS 2017) under which 63.3 mn stock options For For The company has not specified an exercise price for the options and has left it to the discretion of the board. Assuming all Quarter II 01-Sep-2017 RELIANCE INDUSTRIES LTD. Postal Ballot Management 4 Approve grant of stock options to the employees of subsidiaries of the company under Reliance Industries Limited For For Through a separate resolution, the company is seeking approval to grant options to the employees of its subsidiaries. Quarter II 01-Sep-2017 BOSCH LTD. AGM Management 1 Adoption of standalone and consolidated financial statements for the year ended 31 March 2017 For For Normal. Quarter II 01-Sep-2017 BOSCH LTD. AGM Management 2 Ratify special dividend of Rs. 75.0 per equity share and declare final dividend of Rs. 90.0 per equity share (face value For For The total dividend outflow including dividend tax for FY17 is Rs. 6. 1 bn. The dividend payout ratio is 34. 8%. Quarter II 01-Sep-2017 BOSCH LTD. AGM Management 3 Reappoint Peter Tyroller as Non-Executive Non-Independent Director For For Peter Tyroller, 59, is the Director, Robert Bosch GmbH, the parent company. He retires by rotation and his reappointment is Quarter II 01-Sep-2017 BOSCH LTD. AGM Management 4 Appoint Deloitte Haskins & Sells LLP as statutory auditors for five years and fix their remuneration For For Their appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Section Quarter II 01-Sep-2017 BOSCH LTD. AGM Management 5 Re-designate Soumitra Bhattacharya as Managing Director from 1 January 2017 to 30 June 2020 and fix his For For The current remuneration terms are within the limits approved by shareholders in the FY16 AGM. His estimated FY18 Quarter II 01-Sep-2017 BOSCH LTD. AGM Shareholder 6 Appoint Dr. Andreas Wolf as Director For For Dr. Andreas Wolf (DIN: 07088505), 55, is the Joint Managing Director, Bosch Limited. His appointment is in line with Quarter II 01-Sep-2017 BOSCH LTD. AGM Management 7 Appoint Dr. Andreas Wolf as Joint Managing Director from 1 January 2017 to 28 February 2019 and fix his For For His estimated FY18 remuneration of Rs. 62. 2 mn is in line with peers and commensurate with the size and complexity of the Quarter II 01-Sep-2017 BOSCH LTD. AGM Management 8 Appoint Jan Oliver Rohrl as Whole-time director from 11 February 2017 to 31 December 2020 and fix his For For His estimated FY18 remuneration of Rs. 69. 0 mn is in line with peers and commensurate with the size and complexity of the Quarter II 01-Sep-2017 BOSCH LTD. AGM Management 9 Approve remuneration of Rs. 600,000 payable to Rao, Murthy & Associates as cost auditors for FY18 For For The total remuneration proposed to be paid to the cost auditors in FY18 is reasonable compared to the size and scale of Quarter II 05-Sep-2017 MARUTI SUZUKI INDIA LTD. AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For Normal. Quarter II 05-Sep-2017 MARUTI SUZUKI INDIA LTD. AGM Management 2 Declare final dividend of Rs. 75.0 per equity share (face value Rs. 5.0) for FY17 For For The dividend in FY17 has increased to Rs. 75. 0 from Rs. 35. 0 in FY16. The total dividend outflow (including dividend tax for Quarter II 05-Sep-2017 MARUTI SUZUKI INDIA LTD. AGM Management 3 Reappoint Toshihiro Suzuki (DIN: 06709846) as a Non-Executive Non-Independent Director For For Toshihiro Suzuki, 59, represents the promoter group on the board. His reappointment meets all statutory requirements. Quarter II 05-Sep-2017 MARUTI SUZUKI INDIA LTD. AGM Management 4 Reappoint Shigetoshi Torii (DIN: 06437336) as an Executive Director For For Shigetoshi Torii, 58, is currently Head – Operations. He has been on the board of MSIL for the past three years. His Quarter II 05-Sep-2017 MARUTI SUZUKI INDIA LTD. AGM Management 5 Ratify appointment of Deloitte Haskins & Sells LLP as statutory auditors for FY18 and fix their remuneration For For The ratification of Deloitte Haskins & Sells LLP’s appointment is in line with our Voting Guidelines on Auditor Quarter II 05-Sep-2017 MARUTI SUZUKI INDIA LTD. AGM Management 6 Reappoint Shigetoshi Torii (DIN: 06437336) as Director (Production) for three years, w.e.f. 31 July 2017 For For Shigetoshi Torii, 58, joined MSIL in 2012. He was appointed as Director (Production) in FY14 for three years. MSIL proposes Quarter II 05-Sep-2017 MARUTI SUZUKI INDIA LTD. AGM Shareholder 7 Appoint Ms. Renu Sud Karnad (DIN: 00008064) as an Independent Director for five years, w.e.f. 27 July 2017 For For Ms. Renu Sud Karnad, 64, is a graduate in Economics and Law from from University of Delhi and University of Mumbai, Quarter II 05-Sep-2017 MARUTI SUZUKI INDIA LTD. AGM Management 8 Approve remuneration of Rs. 0.22 mn for RJ Goel & Co. as cost auditors for FY18 For For The total remuneration proposed is reasonable compared to the size and scale of the company’s operations. Quarter II 05-Sep-2017 MARUTI SUZUKI INDIA LTD. AGM Management 9 Adopt new set of Articles of Association (AoA) and Memorandum of Association (MoA) in conformity with Companies For For The revised AoA and MoA are being adopted to comply with the provisions of Companies Act, 2013. Quarter II 07-Sep-2017 TATA ELXSI LTD. Postal Ballot Management 1 Increase in authorised share capital from Rs.350 mn to Rs.700 mn and alteration of the Capital Clause in the For For The present authorized share capital of the company is Rs. 350 mn divided into 35 mn equity shares of Rs. 10 each. It is Quarter II 07-Sep-2017 TATA ELXSI LTD. Postal Ballot Management 2 Alteration in the Articles of Association (AoA) for increase in authorized share capital For For The proposed increase in authorized share capital will require alteration in the Articles of Association (AoA) of the company. Quarter II 07-Sep-2017 TATA ELXSI LTD. Postal Ballot Management 3 Approval for the issue of bonus shares in the ratio of 1:1 For For The Board has recommended an issue of bonus shares in the ratio of 1:1. The issued, subscribed and paid-up share capital of Quarter II 08-Sep-2017 YES BANK LTD. Postal Ballot Management 1 Sub-division of one equity share of FV Rs 10.0 each into five equity shares of Rs 2.0 each For For In order to improve the liquidity of the company’s shares in the stock market and to make the shares affordable to small Quarter II 08-Sep-2017 YES BANK LTD. Postal Ballot Management 2 Alteration of Capital Clause of Memorandum of Association following the sub-division of equity shares For For The proposed sub-division of equity shares requires amendment to the existing Clause V of the MoA of the company. While Quarter II 08-Sep-2017 INDIABULLS HOUSING FINANCE LTD. AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For Normal. Quarter II 08-Sep-2017 INDIABULLS HOUSING FINANCE LTD. AGM Management 2 To confirm three interim dividends amounting to Rs. 27 per equity share (FV Rs. 2) For For Indiabulls Housing Finance Ltd. (IBHFL) The total dividend for the year aggregates to Rs. 27. 0 per share, Rs 13. 8 bn Quarter II 08-Sep-2017 INDIABULLS HOUSING FINANCE LTD. AGM Management 3 To reappoint Ajit Kumar Mittal (DIN: 02698115), as director liable to retire by rotation For For Ajit Kumar Mittal is deputy managing director of the company. His reappointment as director liable to retire by rotation is in Quarter II 08-Sep-2017 INDIABULLS HOUSING FINANCE LTD. AGM Management 4 To reappoint Ashwini Omprakash Kumar (DIN: 03341114), as director liable to retire by rotation For For Ashwini Omprakash Kumar is a wholetime director of the company. His reappointment as director liable to retire by rotation Quarter II 08-Sep-2017 INDIABULLS HOUSING FINANCE LTD. AGM Management 5 To appoint S.R. Batliboi & Co. LLP as statutory auditors for five years For For Indiabulls Housing Finance (IBHFL) proposes to appoint S. R. Batliboi & Co LLP as its statutory for five years with a ratification Quarter II 08-Sep-2017 INDIABULLS HOUSING FINANCE LTD. AGM Management 6 To increase the borrowing limit from Rs. 1250.0 bn from Rs. 1450.0 bn For For The increase in borrowing limits is to support its business requirement. The company is well capitalized with CAR of 18. 3% as Quarter II 08-Sep-2017 INDIABULLS HOUSING FINANCE LTD. AGM Management 7 To issue redeemable non-convertible debentures on private placement basis, upto the current borrowing limits of Rs For For The issuance of debt securities on private placement basis will be within the overall borrowing limit of the company. IBHFL’s Quarter II 08-Sep-2017 INDIABULLS HOUSING FINANCE LTD. AGM Management 8 Approval for amendment to Articles of Association For For SEBI circular CIR/IMD/DF-1/67/2017 dated 30 June 2017 allows corporates a maximum of 17 ISINs maturing in any financial Quarter II 08-Sep-2017 INDIABULLS HOUSING FINANCE LTD. AGM Management 9 Re-appointment of Sameer Gehlaut (DIN: 00060783) as Executive Chairman for five years from 19 March 2018 and to For For Sameer Gehlaut was paid a remuneration of Rs 250. 2 mn in FY17. His remuneration has been in this range since FY13. His Quarter II 08-Sep-2017 INDIABULLS HOUSING FINANCE LTD. AGM Management 10 Re-appointment of Gagan Banga (DIN: 00010894) as Vice Chairman, Managing Director and CEO for five years from For For Gagan Banga was paid a remuneration of Rs 133. 5 mn in FY17 (including fair value of ESOPs) up 20% from his remuneration Quarter II 08-Sep-2017 INDIABULLS HOUSING FINANCE LTD. AGM Management 11 Re-appointment of Ajit Kumar Mittal (DIN: 02698115) as Executive Director for five years from 19 March 2018 and to For For Ajit Kumar Mittal was paid a remuneration of Rs 28. 1 mn in FY17 (no ESOPs granted in the year) up 20% from his Quarter II 08-Sep-2017 INDIABULLS HOUSING FINANCE LTD. AGM Management 12 Re-appointment of Ashwini Omprakash Kumar (DIN: 03341114) as Deputy Managing Director for five years from 19 For For Ashwini Omprakash Kumar was paid a remuneration of Rs 57. 0 mn in FY17 (no ESOPs granted in the year) up 25% from his Quarter II 08-Sep-2017 INDIABULLS HOUSING FINANCE LTD. AGM Management 13 Appointment of Sachin Chaudhary (DIN: 02016992) as Wholetime Director for five years from 21 October 2016 and For For Sachin Chaudhry was paid a remuneration of Rs 27. 9 mn in FY17 (no ESOPs granted in the year) up 20% from his Quarter II 12-Sep-2017 PUNJAB NATIONAL BANK EGM Management 1 Issue of equity shares upto Rs 30.0 bn by way of QIP to QIBs, follow on public offer, rights issue or ESOPs or any other For For Assuming current market price of Rs. 137. 8 per share as the issuance price of securities, PNB will issue ~217. 7 mn equity Quarter II 12-Sep-2017 BHARAT PETROLEUM CORPN. LTD. AGM Management 1 Adoption of standalone and consolidated financial statements for the year ended 31 March 2017 For For Normal. Quarter II 12-Sep-2017 BHARAT PETROLEUM CORPN. LTD. AGM Management 2 Confirm interim dividend of Rs.31.50 per equity share and declare final dividend of Re.1 per equity share of Rs.10 For For The total outflow on account of dividend is Rs. 55. 9 bn. The dividend payout is 69. 5% v/s 37. 3% in the previous year. Quarter II 12-Sep-2017 BHARAT PETROLEUM CORPN. LTD. AGM Management 3 Reappoint Ramesh Srinivasan as Director, liable to retire by rotation For For Ramesh Srinivasan (DIN: 07164250) is Wholetime Director (Marketing). His reappointment is in line with all statutory Quarter II 12-Sep-2017 BHARAT PETROLEUM CORPN. LTD. AGM Management 4 Fix remuneration of joint statutory auditors to be appointed by the Comptroller and Auditor General of India for FY18 For For The Comptroller & Auditor General of India (C&AG) appoints the statutory auditors. As per Section 142 of the Companies Quarter II 12-Sep-2017 BHARAT PETROLEUM CORPN. LTD. AGM Management 5 Appoint Rajkumar Duraiswamy as Chairperson and Managing Director beginning 1 October 2016 and fix his For For Rajkumar Duraiswamy is holds a Post Graduate Diploma in Management from IIM, Bangalore. He has over three decades of Quarter II 12-Sep-2017 BHARAT PETROLEUM CORPN. LTD. AGM Shareholder 6 Appoint Vishal V Sharma as Independent Director for three years beginning 9 February 2017 For For Vishal V Sharma (DIN: 01213441) is partner at Vishabh Business Services. His appointment is in line with all statutory Quarter II 12-Sep-2017 BHARAT PETROLEUM CORPN. LTD. AGM Shareholder 7 Appoint Paul Antony as nominee director of Government of India with effect from 19 April 2017, liable to retire by For For Paul Antony (DIN: 02239492) is Additional Chief Secretary, Government of Kerala. His appointment is in line with all Quarter II 12-Sep-2017 BHARAT PETROLEUM CORPN. LTD. AGM Management 8 Appoint Sivakumar Krishnamurthy as Wholetime Director (Finance) beginning 1 May 2017 and fix his remuneration For For Sivakumar Krishnamurthy is a Chartered Accountant, Cost Accountant, and Company Secretary. He joined BPCL in 1987 and Quarter II 12-Sep-2017 BHARAT PETROLEUM CORPN. LTD. AGM Management 9 Private placement of non-convertible debentures and/or other debt securities For For The proposed issuance will be carved out of the company’s borrowing limit, which was approved by shareholders in Quarter II 12-Sep-2017 BHARAT PETROLEUM CORPN. LTD. AGM Management 10 Ratify related party transaction with Bharat Oman Refineries Limited for FY17 and approve transactions for FY18 For For BPCL proposes to ratify transactions with Bharat Oman Refineries Limited (BORL) for purchase of goods (Crude oil, MS, HSD, Quarter II 12-Sep-2017 BHARAT PETROLEUM CORPN. LTD. AGM Management 11 Ratify payment of Rs.320,000 as remuneration to cost auditors, ABK & Associates and Bandyopadhyaya Bhaumik & For For The company has appointed ABK & Associates and Bandyopadhyaya Bhaumik & Co as cost auditors for FY18. The total Quarter II 12-Sep-2017 G A I L (INDIA) LTD. AGM Management 1 Adoption of standalone and consolidated financial statements for the year ended 31 March 2017 For For Normal. Quarter II 12-Sep-2017 G A I L (INDIA) LTD. AGM Management 2 Confirm interim dividend of Rs.8.50 per equity share and declare final dividend of Rs.2.70 per equity share of Rs.10 For For The total outflow on account of dividend is Rs. 19. 9 bn. The dividend payout is 56. 7% v/s 37. 7% in the previous year. Quarter II 12-Sep-2017 G A I L (INDIA) LTD. AGM Management 3 Reappoint Dr. Ashutosh Karnatak as Director, liable to retire by rotation For For Dr. Ashutosh Karnatak (DIN: 03267102) is Wholetime Director (Projects). His reappointment is in line with all statutory Quarter II 12-Sep-2017 G A I L (INDIA) LTD. AGM Management 4 Fix remuneration of joint statutory auditors to be appointed by the Comptroller and Auditor General of India for FY18 For For The Comptroller & Auditor General of India (C&AG) appoints the statutory auditors. As per Section 142 of the Companies Quarter II 12-Sep-2017 G A I L (INDIA) LTD. AGM Management 5 Appoint Dinkar Prakash Srivastava as Independent Director for three years beginning 31 January 2017 For For Dinkar Prakash Srivastava (DIN: 07418753) is former IFS officer. His appointment is in line with all statutory requirements. Quarter II 12-Sep-2017 G A I L (INDIA) LTD. AGM Management 6 Appoint Dr. Anup K. Pujari as Independent Director for three years beginning 31 January 2017 For For Dr. Anup K. Pujari (DIN: 02556335) is former IAS officer. His appointment is in line with all statutory requirements. Quarter II 12-Sep-2017 G A I L (INDIA) LTD. AGM Management 7 Appoint PK Gupta as Wholetime Director (Human Resources) beginning 1 February 2017 and fix his remuneration For For PK Gupta is Mechanical Engineer. He has over three decades of experience in Oil & Gas Sector. His terms of appointment are Quarter II 12-Sep-2017 G A I L (INDIA) LTD. AGM Management 8 Appoint Gajendra Singh as Wholetime Director (Marketing) beginning 5 April 2017 and fix his remuneration For For Gajendra Singh holds M. Sc. In Physics. He has over three decades of experience in hydrocarbon sector. His terms of Quarter II 12-Sep-2017 G A I L (INDIA) LTD. AGM Management 9 Ratify remuneration of Rs.2.1 mn paid to cost accountants for FY17 and payable in FY18 For For GAIL proposes to ratify remuneration of Rs. 2. 1 mn paid to its cost auditors for FY17 and authorize the board to fix the Quarter II 12-Sep-2017 G A I L (INDIA) LTD. AGM Management 10 Approve related party transaction upto Rs.191 bn with Petronet LNG Ltd during FY18 For For GAIL holds 12. 5% in Petronet LNG Ltd (Petronet LNG). GAIL procures LNG cargoes and re-gasified Liquefied Natural Gas Quarter II 12-Sep-2017 G A I L (INDIA) LTD. AGM Management 11 Increase authorized share capital from Rs.20 bn to Rs.50 bn and subsequent alteration to Memorandum and Articles For For Increase in authorized share capital will require alteration to Memorandum and Articles of Association. Quarter II 12-Sep-2017 G A I L (INDIA) LTD. AGM Management 12 Alteration to Article 40 of the Articles of Association to enable consolidation and re-issuance of debt securities For For In order to reissue and consolidate its debt securities, the company is required to take an enabling provision as per the Quarter II 12-Sep-2017 G A I L (INDIA) LTD. AGM Management 13 Issuance of non-convertible bonds upto Rs.25 bn on private placement basis For For The proposed issuance will be carved out of the company’s borrowing limit. The company’s automatic borrowing limit is Rs. Quarter II 13-Sep-2017 HINDALCO INDUSTRIES LTD. AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For Normal. Quarter II 13-Sep-2017 HINDALCO INDUSTRIES LTD. AGM Management 2 Declare final dividend of Rs. 1.1 per equity share (face value Re. 1.0) for FY17 For For The dividend in FY17 has increased to Rs. 1. 1 from Rs. 1. 0 in FY16. The total dividend outflow (including dividend tax for Quarter II 13-Sep-2017 HINDALCO INDUSTRIES LTD. AGM Management 3 Reappoint AK Agarwala (DIN: 00023684) as a Non-Executive Non-Independent Director For For AK Agarwala, 84, is a former Executive Director of Hindalco. He has been on the board for the past 19 years. His Quarter II 13-Sep-2017 HINDALCO INDUSTRIES LTD. AGM Management 4 Appoint Price Waterhouse & Co. LLP as statutory auditors for a period of five years and fix their remuneration For For Price Waterhouse & Co. LLP’s appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the Quarter II 13-Sep-2017 HINDALCO INDUSTRIES LTD. AGM Management 5 Approve remuneration of Rs. 1.2 mn for Nanabhoy & Co. as cost auditors for FY18 For For The total remuneration proposed is reasonable compared to the size and scale of the company’s operations. Quarter II 13-Sep-2017 HINDALCO INDUSTRIES LTD. AGM Management 6 Issuance of Non-Convertible Debentures (NCDs) on a private placement basis upto Rs. 60.0 bn For For The NCDs will be issued within the overall borrowing limit. Quarter II 14-Sep-2017 ASIAN PAINTS LTD. NCM Management 1 Approve amalgamation of Asian Paints (International) Limited (APIL), a wholly owned subsidiary, with Asian Paints For For Asian Paints (International) Limited is primarily engaged in the business of investment holding. As per the scheme, there will Quarter II 14-Sep-2017 COAL INDIA LTD. AGM Management 1 Adoption of standalone and consolidated financial statements for the year ended 31 March 2017 For For Normal. Quarter II 14-Sep-2017 COAL INDIA LTD. AGM Management 2 Confirm interim dividend of Rs.19.90 per equity share of Rs.10 each For For The total outflow on account of dividend is Rs. 148. 7 bn. The dividend payout is 102. 5% v/s 120. 4% in the previous year. Quarter II 14-Sep-2017 COAL INDIA LTD. AGM Management 3 Reappoint SN Prasad as Director, liable to retire by rotation For For SN Prasad (DIN: 07408431) is Wholetime Director (Marketing). His reappointment is in line with all statutory requirements. Quarter II 14-Sep-2017 COAL INDIA LTD. AGM Shareholder 4 Appoint Ms. Reena Sinha Puri as Non-Executive Non-Independent Director For For Ms. Reena Sinha Puri (DIN: 07753040) is Joint Secretary and Financial Advisory, Ministry of Coal. Her appointment is in line Quarter II 14-Sep-2017 COAL INDIA LTD. AGM Management 5 Ratify remuneration of Rs.201,094 paid to Balwinder & Associates, cost accountants for FY17 For For The total remuneration paid to the cost auditors is reasonable compared to the size and scale of operations. Quarter II 14-Sep-2017 COAL INDIA LTD. AGM Management 6 Appoint VK Thakral as Independent Director for three years beginning 6 Sep 2017 For For VK Thakral (DIN: 00402959) is a retired IAS officer. His appointment is in line with all statutory requirementQuarter II 15-Sep-2017 PETRONET L N G LTD. AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For Normal. Quarter II 15-Sep-2017 PETRONET L N G LTD. AGM Management 2 Declare final dividend of Rs.5 per equity share of Rs.10 each For For After adjusting for bonus issuance of one equity share for one equity share of Rs. 10 each held in the company, dividend per Quarter II 15-Sep-2017 PETRONET L N G LTD. AGM Management 3 Reappoint KD Tripathi as Non-Executive Non-Independent Director For For KD Tripathi (DIN: 07239755), IAS, is the Secretary to the Government of India in the Ministry of Petroleum & Natural Gas. He Quarter II 15-Sep-2017 PETRONET L N G LTD. AGM Management 4 Reappoint Subir Purkayastha as Non-Executive Non-Independent Director For For Subir Purkayastha (DIN 06850526) is the Wholetime Director (Finance) of GAIL and its nominee director. His reappointment Quarter II 15-Sep-2017 PETRONET L N G LTD. AGM Management 5 Reappoint DK Sarraf as Non-Executive Non-Independent Director For For DK Sarraf (DIN 00147870) is the Chairperson and Managing Director of ONGC and its nominee director. His reappointment is Quarter II 15-Sep-2017 PETRONET L N G LTD. AGM Management 6 Reappoint TR Chadha & Co LLP as statutory auditor for five years and fix their remuneration for FY18 For For TR Chadha & Co LLP have been the statutory auditors for the past five years. They are proposed to be reappointed for five Quarter II 15-Sep-2017 PETRONET L N G LTD. AGM Shareholder 7 Appoint GK Satish as Non-Executive Non-Independent Director For For GK Satish (DIN 06932170) is Wholetime Director (Planning & Business Development) of IOCL and its nominee director. His Quarter II 15-Sep-2017 PETRONET L N G LTD. AGM Shareholder 8 Appoint Dr. T Natarajan as Non-Executive Non-Independent Director For For Dr. T Natarajan (DIN 00396367), IAS, is the Joint Managing Director of Gujarat State Petroleum Corporation Limited and Quarter II 15-Sep-2017 PETRONET L N G LTD. AGM Shareholder 9 Appoint D Rajkumar as Non-Executive Non-Independent Director For For D Rajkumar (DIN 00872597) is the Chairperson and Managing Director of BPCL and its nominee director. His appointment is Quarter II 15-Sep-2017 PETRONET L N G LTD. AGM Management 10 Approve remuneration of Rs.99,990 payable to KL Jaisingh & Co, cost accountants for FY18 For For The proposed remuneration of the cost auditors is reasonable compared to the size and scale of operations. Quarter II 15-Sep-2017 PETRONET L N G LTD. AGM Management 11 Approve related party transactions for FY18 For For The company has an existing arrangement with companies including BPCL, IOCL, GAIL, ONGC, Adani Petronet (Dahej) Port Quarter II 15-Sep-2017 PETRONET L N G LTD. AGM Management 12 Appoint Subhash Kumar as Wholetime Director (Finance) for five years beginning 5 August 2017 and fix his For For Subhash Kumar is a Cost Accountant and Company Secretary. He was appointed as Wholetime Director (Finance) for five Quarter II 15-Sep-2017 PETRONET L N G LTD. AGM Management 13 Reappoint Rajender Singh as Wholetime Director (Technical) from 14 November 2017 until 19 July 2019 and fix his For For Rajender Singh has experience in handling oil & gas projects from conceptualization to commissioning stage. He was Quarter II 15-Sep-2017 PETRONET L N G LTD. AGM Management 14 Increase FII investment limit from 30% to 40% of the paid-up equity share capital For For This is an enabling provision, which will enable FIIs to further invest in the company. Quarter II 16-Sep-2017 GUJARAT STATE FERTILIZERS & AGM Management 1 Adoption of standalone and consolidated financial statements for the year ended 31 March 2017 For For Normal. Quarter II 16-Sep-2017 GUJARAT STATE FERTILIZERS & AGM Management 2 To declare final dividend of Rs.2.2 per share of face value Rs.2.0 For For The total dividend outflow including dividend tax for FY17 is Rs. 1. 1 bn. The dividend payout ratio is 25. 2%. Quarter II 16-Sep-2017 GUJARAT STATE FERTILIZERS & AGM Management 3 Appoint Anil Mukim (DIN 02842064) as Non-Executive Non-Independent Director For For Anil Mukim is a senior IAS Officer of Government of Gujarat. He is liable to retire by rotation and his appointment is in line Quarter II 16-Sep-2017 GUJARAT STATE FERTILIZERS & AGM Management 4 Appoint T R Chadha & Co LLP as statutory auditors for a period of two years and fix their remuneration For Against T R Chadha & Co LLP are replacing Deloitte Haskins & Sells as the statutory auditors. However, the proposed appointment for Quarter II 16-Sep-2017 GUJARAT STATE FERTILIZERS & AGM Management 5 Approve remuneration of Rs.0.48 mn for A G Dalwadi & Company as cost auditors for the financial year ending 31 For For The total remuneration proposed is reasonable compared to the size and scale of the company’s operations. Quarter II 19-Sep-2017 POWER GRID CORPN. OF INDIA LTD. AGM Management 1 Adoption of standalone and consolidated financial statements for the year ended 31 March 2017 For For Normal. Quarter II 19-Sep-2017 POWER GRID CORPN. OF INDIA LTD. AGM Management 2 Confirm interim dividend of Re.1 per equity share and declare final dividend of Rs.3.35 per equity share of Rs.10 each For For The total outflow on account of dividend is Rs. 27. 4 bn. The dividend payout ratio is 36. 4% v/s 24. 1% in the previous year. Quarter II 19-Sep-2017 POWER GRID CORPN. OF INDIA LTD. AGM Management 3 Reappoint Ravi P Singh as Director, liable to retire by rotation For For Ravi P Singh (DIN:05240974) is the Wholetime Director (Personnel). His reappointment is in line with all statutory Quarter II 19-Sep-2017 POWER GRID CORPN. OF INDIA LTD. AGM Management 4 Fix remuneration of statutory auditors to be appointed by the Comptroller and Auditor General of India for FY18 For For The Comptroller & Auditor General of India (C&AG) has appointed SK Mittal & Co, RG. N. Price & Co, Kothari & Co and Quarter II 19-Sep-2017 POWER GRID CORPN. OF INDIA LTD. AGM Management 5 Appoint K Sreekant as Wholetime Director (Finance) for five years beginning 16 August 2016 and fix his remuneration For For K Sreekant has over three decades of experience in the power sector in fields including accounting, long term financial Quarter II 19-Sep-2017 POWER GRID CORPN. OF INDIA LTD. AGM Management 6 Appoint Prabhakar Singh as Wholetime Director (Projects) for five years beginning 8 February 2017 and fix his For For Prabhakar Singh has experience of over 38 years in companies including MPSEB, NTPC, Power Grid and Jaypee Powergrid Ltd Quarter II 19-Sep-2017 POWER GRID CORPN. OF INDIA LTD. AGM Management 7 Appoint Tse Ten Dorji as Independent Director for three years beginning 16 February 2017 For For Tse Dorji (DIN:03469466) a retired civil servant and has been an former IAS officer. His reappointment is in line with all Quarter II 19-Sep-2017 POWER GRID CORPN. OF INDIA LTD. AGM Shareholder 8 Appoint Ms. Jyotika Kalra as Independent Director beginning 16 February 2017 to 6 April 2017 For For Ms. Jyotika Kalra was appointed as Independent Director for three years with effect from 16 February 2017. She resigned on Quarter II 19-Sep-2017 POWER GRID CORPN. OF INDIA LTD. AGM Management 9 Approve payment of Rs.250,000 as remuneration payable to Chandra Wadhwa & Co, cost auditors for FY18 For For The total remuneration proposed to be paid to the cost auditors is reasonable compared to the size and scale of operations. Quarter II 19-Sep-2017 POWER GRID CORPN. OF INDIA LTD. AGM Management 10 Increase borrowing limit from Rs.1,500 bn to Rs.1,800 bn and provide charge on assets For For The company’s outstanding consolidated debt of Rs. 1,189 bn is 2. 4x the networth and 5. 1x the EBIDTA as on 31 March Quarter II 19-Sep-2017 POWER GRID CORPN. OF INDIA LTD. AGM Management 11 Private placement of non-convertible debentures/bonds/other securities aggregating to Rs.200 bn For For The proposed issuance will be carved out of the company’s borrowing limit. Quarter II 19-Sep-2017 POWER GRID CORPN. OF INDIA LTD. AGM Management 12 Alteration to objects clause of the Memorandum of Association in order to bring it in line with the Companies Act For For With the coming into force of the Companies Act, 2013, some provisions of the existing Memorandum of Association (AoA) Quarter II 19-Sep-2017 POWER GRID CORPN. OF INDIA LTD. AGM Management 13 Alteration to Articles of Association in order to bring it in line with the Companies Act 2013 For For With the coming into force of the Companies Act, 2013, several provisions of the existing Articles of Association (AoA) of the Quarter II 19-Sep-2017 ENGINEERS INDIA LTD. AGM Management 1 Adoption of standalone and consolidated financial statements for the year ended 31 March 2017 For For Normal. Quarter II 19-Sep-2017 ENGINEERS INDIA LTD. AGM Management 2 Confirm interim dividend of Rs.2.50 per equity share and declare final dividend of Re.0.50 per equity share of Rs.10 For For The total outflow on account of dividend is Rs. 2. 4 bn. The dividend payout is 74. 9% v/s 57. 9% in the previous year. During Quarter II 19-Sep-2017 ENGINEERS INDIA LTD. AGM Management 3 Reappoint Ajay Narayan Deshpande as Director, liable to retire by rotation For For Ajay Narayan Deshpande (DIN: 03435179) is Wholetime Director (Technical). His reappointment is in line with all statutory Quarter II 19-Sep-2017 ENGINEERS INDIA LTD. AGM Management 4 Fix remuneration of statutory auditors to be appointed by the Comptroller and Auditor General of India for FY18 For For The Comptroller & Auditor General of India (C&AG) appoints the statutory auditors. As per Section 142 of the Companies Quarter II 19-Sep-2017 ENGINEERS INDIA LTD. AGM Management 5 Appoint Vipin Chander Bhandari as Wholetime Director (Human Resources) for five years beginning 26 August 2016 For For Vipin Chander Bhandari is associated with the company for over 35 years. He has experience in engineering design, project Quarter II 19-Sep-2017 ENGINEERS INDIA LTD. AGM Management 6 Appoint Rakesh Kumar Sabharwal as Wholetime Director (Commercial) for five years beginning 27 September 2016 For For Rakesh Kumar Sabharwal has over three decades of experience in international trade, EXIM procedures, taxation, legal Quarter II 19-Sep-2017 ENGINEERS INDIA LTD. AGM Management 7 Appoint Ms. Shazia Ilmi Malik as Independent Director beginning 27 March 2017 until 30 January 2020 For Against Ms. Shazia Ilmi Malik (DIN: 07777804) is a former television journalist and co-founder of Aam Aadmi Party. Presently, she is Quarter II 19-Sep-2017 ENGINEERS INDIA LTD. AGM Management 8 Appoint Jagdish Chander Nakra as Wholetime Director (Projects) for five years beginning 12 April 2017 and fix his For For Jagdish Chander Nakra is associated with the company since 1983 as a Mechanical Engineer. His proposed remuneration is Quarter II 19-Sep-2017 BHARTI AIRTEL LTD. NCM Management 1 Approve merger of Telenor (India) Communications Private Limited with Bharti Airtel Limited For For With this acquisition, Bharti Airtel will add capacity to its existing holding of the 1800 MHz band, instead of other spectrum Quarter II 20-Sep-2017 BHARAT ELECTRONICS LTD. AGM Management 1 Adoption of standalone and consolidated financial statements for the year ended 31 March 2017 For For Normal. Quarter II 20-Sep-2017 BHARAT ELECTRONICS LTD. AGM Management 2 Confirm interim dividend of Rs.3 per share of face value Rs.10 and Re.0.9 per share of face value Re.1 and declare For For The total dividend outflow including dividend tax for FY17 is Rs. 6. 0 bn. The dividend payout ratio is 39. 1%. Quarter II 20-Sep-2017 BHARAT ELECTRONICS LTD. AGM Management 3 Reappoint Nataraj Krishnappa (DIN: 07506012) as an Executive Director For For Nataraj Krishnappa is Director (Other units). He is liable to retire by rotation and his reappointment is in line with all Quarter II 20-Sep-2017 BHARAT ELECTRONICS LTD. AGM Management 4 Appoint Ms. Anandi Ramalingam (DIN 07616518) as an Executive Director For For Ms. Anandi Ramalingam is Director (Marketing). She was appointed as an Additional Director from 16 September 2016. She Quarter II 20-Sep-2017 BHARAT ELECTRONICS LTD. AGM Management 5 Appoint M V Gowtama (DIN 07628039) as an Executive Director For For M V Gowtama is Chairperson and Managing Director. He was appointed as an Additional Director from 8 November 2016. Quarter II 20-Sep-2017 BHARAT ELECTRONICS LTD. AGM Management 6 Appoint R N Bagdalkar (DIN 07715648) as an Executive Director For For R N Bagdalkar is Director (Human Resources). He was appointed as an Additional Director from 23 January 2017. He is liable Quarter II 20-Sep-2017 BHARAT ELECTRONICS LTD. AGM Management 7 Approve remuneration of Rs.0.35 mn for GNV & Associates as cost auditors for the financial year ending 31 March For For The total remuneration proposed is reasonable compared to the size and scale of the company’s operations. Quarter II 20-Sep-2017 BHARAT ELECTRONICS LTD. AGM Management 8 Approval for the issue of bonus shares in the ratio of 1:10 For For The Board has recommended issuing bonus shares in the ratio of 1:10 (one bonus share for every ten shares held) by Quarter II 20-Sep-2017 CONTAINER CORPN. OF INDIA LTD. AGM Management 1 Adoption of standalone and consolidated financial statements for the year ended 31 March 2017 For For Normal. Quarter II 20-Sep-2017 CONTAINER CORPN. OF INDIA LTD. AGM Management 2 Confirm interim dividend of Rs.9.6 per equity share and declare final dividend of Rs.7.5 per equity share of Rs.10 each For For The total dividend outflow including dividend tax for FY17 is Rs. 4. 4 bn. The dividend payout ratio is 51. 9%. Quarter II 20-Sep-2017 CONTAINER CORPN. OF INDIA LTD. AGM Management 3 Reappoint Dr. P Alli Rani (DIN 02305257) as an Executive Director For For Dr. P Alli Rani is Director (Finance). She is liable to retire by rotation and her reappointment is in line with all statutory Quarter II 20-Sep-2017 CONTAINER CORPN. OF INDIA LTD. AGM Management 4 Reappoint S. K. Sharma (DIN 07522844) as Non-Executive Non-Independent Director For For S. K. Sharma is a Nominee of Government of India. He is Executive Director Traffic Commercial (Rates), Railway Board. He is Quarter II 20-Sep-2017 CONTAINER CORPN. OF INDIA LTD. AGM Management 5 Fix remuneration of Arun K Agarwal & Associates as statutory auditors to be appointed by the Comptroller and For For The Comptroller & Auditor General of India (C&AG) appoints the statutory auditors. As per Section 142 of the Companies Quarter II 20-Sep-2017 CONTAINER CORPN. OF INDIA LTD. AGM Management 6 Appoint V. Kalyana Rama (DIN: 07201556) as CMD for five years beginning 1 October 2016 and fix his remuneration For For V. Kalyana Rama was appointed as CMD for five years from 1 October 2016 by the Ministry of Railways. The appointment is Quarter II 20-Sep-2017 MUTHOOT FINANCE LTD. AGM Management 1 Adoption of standalone & consolidated financial statements for the year ended 31 March 2017 For For Normal. Quarter II 20-Sep-2017 MUTHOOT FINANCE LTD. AGM Management 2 To reappoint George Jacob Muthoot (DlN: 00018235), as director liable to retire by rotation For For George Jacob Muthoot is a part of the promoter family and Joint Managing Director. He retires by rotation and his Quarter II 20-Sep-2017 MUTHOOT FINANCE LTD. AGM Management 3 To reappoint Alexander Muthoot George (DIN: 00938073), as director liable to retire by rotation For For Alexander Muthoot George is an Executive Director of the company. He retires by rotation and his reappointment is in line Quarter II 20-Sep-2017 MUTHOOT FINANCE LTD. AGM Management 4 To appoint Varma & Varma as statutory auditors for five years and to fix their remuneration For For The Company proposes to appoint Varma & Varma as statutory auditors for five years subject to annual ratification. The Quarter II 20-Sep-2017 MUTHOOT FINANCE LTD. AGM Management 5 To issue Non-Convertible Debentures including other debt securities on private placement basis For For Although the quantum of debt to be raised has not been disclosed, the NCDs will be within the overall borrowing limit of the Quarter II 20-Sep-2017 MUTHOOT FINANCE LTD. AGM Management 6 To reappoint Pamela Anna Mathew (DIN: 00742735) as Independent Director for a tenure of three years from date of For Against Pamela Anna Mathew is Managing Director of O/E/N India Ltd. She has attended 4/7 or 57% of the board meetings in FY17 Quarter II 20-Sep-2017 MUTHOOT FINANCE LTD. AGM Shareholder 7 To appoint Jose Mathew (DlN: 00023232) as Independent Director for a tenure of three years from date of AGM For For Jose Mathew is a Chartered Accountant by profession and is also an entrepreneur in the field of Tourism. He is former Quarter II 20-Sep-2017 MUTHOOT FINANCE LTD. AGM Shareholder 8 To appoint Jacob Banjamin Koshy (DlN: 07901232) as Independent Director for a tenure of three years from date of For For Jacob Benjamin Koshy is retired Chief Justice of Patna High Court. He also served as the acting Chief Justice of High Court of Quarter II 20-Sep-2017 MUTHOOT FINANCE LTD. AGM Shareholder 9 To appoint as Pratip Chaudhuri (DIN: 00915201) Independent Director for a tenure of three years from date of AGM For For Pratip Chaudhuri is the former Chairman of State Bank of India. His appointment is in line with all statutory requirements. Quarter II 20-Sep-2017 N T P C LTD. AGM Management 1 Adoption of standalone and consolidated financial statements for the year ended 31 March 2017 For For NORMAL. Quarter II 20-Sep-2017 N T P C LTD. AGM Management 2 Confirm interim dividend of Rs.2.61 per equity share and declare final dividend of Rs.2.17 per equity share of Rs.10 For For The total outflow on account of dividend is Rs. 47. 4 bn. The dividend payout ratio is 50. 5% v/s 32. 4% in the previous year. Quarter II 20-Sep-2017 N T P C LTD. AGM Management 3 Reappoint KK Sharma as Director, liable to retire by rotation For For KK Sharma (DIN: 03014947) is the Wholetime Director (Operations). His reappointment is in line with all statutory Quarter II 20-Sep-2017 N T P C LTD. AGM Management 4 Fix remuneration of statutory auditors to be appointed by the Comptroller and Auditor General of India for FY18 For For The Comptroller & Auditor General of India (C&AG) has appointed TR Chadha & Co, PSD & Associates, Sagar & Associates, Quarter II 20-Sep-2017 N T P C LTD. AGM Management 5 Appoint Saptarshi Roy as Wholetime Director (Human Resources) for five years beginning 1 November 2016 and fix For For Saptarshi Roy is associated with the company for over 35 years. He has held several leadership positions including being a Quarter II 20-Sep-2017 N T P C LTD. AGM Management 6 Appoint Anand Kumar Gupta as Wholetime Director (Commercial) for five years beginning 3 February 2017 and fix his For For Anand Kumar Gupta is associated with the company for 37 years. He has experience in engineering and design of power Quarter II 20-Sep-2017 N T P C LTD. AGM Management 7 Approve payment of Rs.3.1 mn as remuneration to cost auditors for FY18 For For The total remuneration proposed to be paid to the cost auditors is reasonable compared to the size and scale of operations. Quarter II 20-Sep-2017 N T P C LTD. AGM Management 8 Private placement of non-convertible debentures/bonds aggregating to Rs.150 bn For For The proposed issuance will be carved out of the company’s borrowing limit of Rs. 1,500 bn approved by shareholders in Quarter II 20-Sep-2017 N T P C LTD. AGM Management 9 Alteration to Article 7 of the Articles of Association to enable consolidation and re-issuance of debt securities For For In order to reissue and consolidate its debt securities, the company is required to take an enabling provision as per the Quarter II 20-Sep-2017 M O I L LTD. AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For Normal. Quarter II 20-Sep-2017 M O I L LTD. AGM Management 2 Approve final dividend of Rs.6 per share and confirm interim dividend of Rs.5 per share of face value Rs.10.0 each For For The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs. 1. 8 bn. The dividend payout ratio Quarter II 20-Sep-2017 M O I L LTD. AGM Management 3 Appoint M. L Dubey as a Director For For M. L Dubey (DIN: 07642096) is a nominee of the Govt of Madhya Pradesh. His appointment is inQuarter II 20-Sep-2017 M O I L LTD. AGM Management 4 Authorise the board to fix the remuneration of statutory auditors for FY2017-18 appointed by the Comptroller and For For J. S Uberoi & Co were reappointed as the statutory auditor of the company in FY17. As per theQuarter II 20-Sep-2017 M O I L LTD. AGM Management 5 Approve remuneration of Rs. 0.15 mn for Pathak, Paliwal & Co. as cost auditors for FY18 For For The remuneration to be paid to the cost auditor is reasonable compared to the size and scale ofQuarter II 20-Sep-2017 M O I L LTD. AGM Management 6 Reappoint Ms. Sunanda Prasad as an Independent Director for three years w.e.f 31 January 2017 For For Ms. Sunanda Prasad (DIN: 06748166) is a retired IAS Officer. She was earlier the Chairperson ofQuarter II 20-Sep-2017 M O I L LTD. AGM Management 7 Increase authorized share capital from Rs.2.5 bn to Rs.3.0 bn For For The company currently has an authorized share capital of Rs. 2. 5 bn, comprising 0. 25 bn equityQuarter II 20-Sep-2017 M O I L LTD. AGM Management 8 Amend Clause V of the Memorandum of Association (MoA) For For The amended Clause V will reflect the new authorized share capital. Quarter II 20-Sep-2017 M O I L LTD. AGM Management 9 Approve capitalization of Rs.1.3 bn from the Reserves and Surplus account to accommodate the proposed bonus For For The company proposes to issue bonus shares to each shareholder in the ratio of 1 bonus shareQuarter II 21-Sep-2017 RURAL ELECTRIFICATION CORPN. LTD. AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For Normal. Quarter II 21-Sep-2017 RURAL ELECTRIFICATION CORPN. LTD. AGM Management 2 To confirm interim dividend of Rs, 7.0 and declare final dividend of Rs. 2.65 per equity share (face value Rs. 10.0) for For For The total dividend for FY17 is Rs. 9. 65/- per share, while it was Rs. 8. 55/- in FY16 (adjusted for bonus issue). The total Quarter II 21-Sep-2017 RURAL ELECTRIFICATION CORPN. LTD. AGM Management 3 Reappoint Dr. Arun Kumar Verma (DIN: 02190047) as a Non-Executive Non-Independent Director For For Dr. Arun Kumar Verma, 58, is a nominee of Ministry of Power, Government of India. His reappointment meets all statutory Quarter II 21-Sep-2017 RURAL ELECTRIFICATION CORPN. LTD. AGM Management 4 Authorize board to fix the remuneration of joint statutory auditors for FY18 For For The joint statutory auditors of REC are appointed by the Comptroller and Auditor General of India (C&AG). The total Quarter II 21-Sep-2017 RURAL ELECTRIFICATION CORPN. LTD. AGM Management 5 To approve related party transactions with the Energy Efficiency Services Ltd. (EESL), a 31.7% JV or any other For For REC proposes to make transactions with EESL or any other associate company for the sale/purchase of goods or materials or Quarter II 21-Sep-2017 RURAL ELECTRIFICATION CORPN. LTD. AGM Management 6 Issuance of Non-Convertible Debentures (NCDs) or bonds on a private placement basis upto Rs. 650 bn For For The NCDs will be issued within the overall borrowing limit. Quarter II 21-Sep-2017 H C L TECHNOLOGIES LTD. AGM Management 1 Adoption of standalone and consolidated financial statements for the year ended 31 March 2017 For For Normal. Quarter II 21-Sep-2017 H C L TECHNOLOGIES LTD. AGM Management 2 Reappoint Sudhindar Khanna (DIN 01529178) as Non-Executive Non-Independent Director For For Sudhindar ‘Sid’ Khanna is Chairperson and Managing Director of IEP Mumbai, a Private Equity Fund. He is liable to retire by Quarter II 21-Sep-2017 H C L TECHNOLOGIES LTD. AGM Management 3 Ratify S. R. Batliboi & Co LLP’s reappointment as statutory auditors and fix remuneration For For S. R. Batliboi & Co LLP have been statutory auditors for the past eight years. Under the Companies Act 2013, auditor Quarter II 21-Sep-2017 H C L TECHNOLOGIES LTD. AGM Management 4 Reappoint Shiv Nadar (DIN: 00015850) as Managing Director under the designation of Chairperson and Chief For For Shiv Nadar, 72, has been the Managing Director of the Company since 13 September 1999. The reappointment of Shiv Nadar Quarter II 21-Sep-2017 H C L TECHNOLOGIES LTD. AGM Shareholder 5 Appoint Deepak Kapoor (DIN 00162957) as an Independent Director for five years from 26 July 2017 For For Deepak Kapoor is the former Chairperson and CEO of PwC India. His appointment is in line with all statutory requirements. Quarter II 21-Sep-2017 RASHTRIYA CHEMICALS AND FERTILIZERS LT AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 FOR FOR NORMALQuarter II 21-Sep-2017 RASHTRIYA CHEMICALS AND FERTILIZERS LT AGM Management 2 To declare final dividend of Rs.1.1 per equity share (face value Rs.10.0) FOR For The total dividend for FY17 is Rs. 1.1/- per share. The total dividend outflow (including dividend tax for FY17) is Rs. 0.7 bn, Quarter II 21-Sep-2017 RASHTRIYA CHEMICALS AND FERTILIZERS LT AGM Management 3 Reappoint Suresh Warior (DIN:06920261) as a Director retiring by rotation FOR For Suresh Warior, 59, has been on the company's board since 2014. He is Director, Finance. His reappointment is in line with all Quarter II 21-Sep-2017 RASHTRIYA CHEMICALS AND FERTILIZERS LT AGM Management 4 Reappoint Sushil Kumar Lohani (DIN: 06912948) as a Non-Executive Non-Independent Director retiring by rotation FOR FOR NORMALQuarter II 21-Sep-2017 RASHTRIYA CHEMICALS AND FERTILIZERS LT AGM Management 5 Authorise the board to fix the remuneration of statutory auditors for FY2017-18 appointed by the Comptroller and FOR For Kalyaniwalla & Mistry LLP and Chhajed & Doshi are the current joint statutory auditors of the company. As per the provisions Quarter II 21-Sep-2017 RASHTRIYA CHEMICALS AND FERTILIZERS LT AGM Management 6 Appoint (Ms.) Alka Tiwari (DIN:03502306) as a Non-Executive Non-Independent Director liable to retire by rotation FOR For Alka Tiwari, 51, is a Government representative. The company proposes to appoint her with effect from 6 March 2017. Her Quarter II 21-Sep-2017 RASHTRIYA CHEMICALS AND FERTILIZERS LT AGM Management 7 Appoint Suryanarayana Simhadri (DIN: 01951750) as an Independent Director for a term of three years beginning 8 M FOR For Suryanarayana Simhadri, 50, has over 23 years of experience in finance, taxation, banking, and management. His Quarter II 21-Sep-2017 RASHTRIYA CHEMICALS AND FERTILIZERS LT AGM Management 8 Ratify remuneration of Rs. 200,000 payable to K. G. Goyal & Associates as cost auditors for FY18 FOR For The proposed remuneration to be paid to the cost auditors in FY18 is reasonable compared to the size and scale of Quarter II 21-Sep-2017 RASHTRIYA CHEMICALS AND FERTILIZERS LT AGM Management 9 Approve issuance of non-convertible debentures (NCDs) of up to Rs.10 bn FOR For The issuance will be within the approved borrowing limit of R.100 bn.Quarter II 22-Sep-2017 N M D C LTD. AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For Normal. Quarter II 22-Sep-2017 N M D C LTD. AGM Management 2 Confirm interim dividend of Rs.4.15 per share and approve final dividend of Rs.1 per share of face value Rs.1.0 each For For The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs. 19. 6Quarter II 22-Sep-2017 N M D C LTD. AGM Management 3 Reappoint Devinder Singh Ahluwalia as a Director For For Devinder Singh Ahluwalia (DIN: 02164448) is Director - Finance in NMDC. He retires by rotationQuarter II 22-Sep-2017 N M D C LTD. AGM Management 4 Reappoint Narendra K Nanda as a Director For For Narendra K Nanda (DIN: 02455894) is Director - Technical in NMDC. He retires by rotation andQuarter II 22-Sep-2017 N M D C LTD. AGM Management 5 Authorise the board to fix the remuneration of statutory auditors for FY2017-18 appointed by the Comptroller and For For The auditors in the company are appointed by the Comptroller & Auditor General of India (CAG). The remuneration for these Quarter II 22-Sep-2017 N M D C LTD. AGM Shareholder 6 Appoint Saraswati Prasad as a Director For For Saraswati Prasad (DIN: 07729788) is Additional Secretary and Financial Advisor (AS&FA), MinistryQuarter II 22-Sep-2017 N M D C LTD. AGM Management 7 Approve remuneration of Rs. 0.6 mn for Prasad Bharathula & Associates as cost auditors for FY18 For For The remuneration to be paid to the cost auditor is reasonable compared to the size and scale ofQuarter II 22-Sep-2017 N M D C LTD. AGM Shareholder 8 Appoint N Baijendra Kumar as Director For For N Baijendra Kumar (DIN: 03289526) is being appointed as the Chairperson and MD. He is theQuarter II 22-Sep-2017 STEEL AUTHORITY OF INDIA LTD. AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For Normal. Quarter II 22-Sep-2017 STEEL AUTHORITY OF INDIA LTD. AGM Management 2 Reappoint Anil Kumar Chaudhary as a Director For For Anil Kumar Chaudhary (DIN: 03256818) is Director – Finance and Personnel in SAIL. He retiresQuarter II 22-Sep-2017 STEEL AUTHORITY OF INDIA LTD. AGM Management 3 Reappoint Kalyan Maity as a Director For For Kalyan Maity (DIN: 06530613) is Director – Raw Material and Logistics in SAIL. He retires by

Quarter II 22-Sep-2017 STEEL AUTHORITY OF INDIA LTD. AGM Management 4 Authorise the board to fix the remuneration of statutory auditors for FY2017-18 appointed by the Comptroller and For For The auditors in the company are appointed by the Comptroller & Auditor General of India (CAG). The remuneration for these Quarter II 22-Sep-2017 STEEL AUTHORITY OF INDIA LTD. AGM Shareholder 5 Appoint Samar Singh as an Independent Director for three years w.e.f 4 February 2017 For For Samar Singh (DIN: 07725642) is a Senior Assistant Professor in Ranchi University. HisQuarter II 22-Sep-2017 STEEL AUTHORITY OF INDIA LTD. AGM Shareholder 6 Appoint Nilanjan Sanyal as an Independent Director for three years w.e.f 4 February 2017 For For Nilanjan Sanyal (DIN: 03026624) is a retired IAS officer and the former Secretary to theQuarter II 22-Sep-2017 STEEL AUTHORITY OF INDIA LTD. AGM Shareholder 7 Appoint Ms. Soma Monda as a Whole Time Director For For Ms. Soma Monda (DIN: 06845389) is Director – Commercial in SAIL. She was earlier the DirectorQuarter II 22-Sep-2017 STEEL AUTHORITY OF INDIA LTD. AGM Management 8 Approve increase in borrowing limit to Rs.400 bn from Rs.200 bn For For As on 31 March 2017, the company had long term borrowings of ~Rs. 190 bn as against aQuarter II 22-Sep-2017 STEEL AUTHORITY OF INDIA LTD. AGM Management 9 Approve issuance of non-convertible debentures (NCDs) of up to Rs.50 bn For For The issuance will be within the approved borrowing limit. Quarter II 22-Sep-2017 STEEL AUTHORITY OF INDIA LTD. AGM Management 10 Approve aggregate remuneration of Rs. 0.98 mn for cost auditors for FY18 For For The remuneration to be paid to the cost auditors - R. J. Goel & Co. (for Bhilai Steel Plant, DurgapurQuarter II 22-Sep-2017 GRASIM INDUSTRIES LTD. AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For NormaL. Quarter II 22-Sep-2017 GRASIM INDUSTRIES LTD. AGM Management 2 Declare final dividend of Rs. 5.5 per equity share (face value Rs. 2.0) for FY17 For For The dividend in FY17 has increased to Rs. 5. 5 from Rs. 4. 5 in FY16 (adjusted for split). The total dividend outflow (including Quarter II 22-Sep-2017 GRASIM INDUSTRIES LTD. AGM Management 3 Reappoint Kumar Mangalam Birla (DIN: 00012813) as a Non-Executive Non-Independent Director For For Kumar Mangalam Birla, 50, is the Chairperson of Aditya Birla Group. His reappointment meets all statutory requirements. Quarter II 22-Sep-2017 GRASIM INDUSTRIES LTD. AGM Management 4 Ratify appointment of BSR & Co. LLP as joint statutory auditors for FY18 and fix their remuneration For For The ratification of BSR & Co. LLP’s appointment is in line with our Voting Guidelines on Auditor (Re)appointment and with Quarter II 22-Sep-2017 GRASIM INDUSTRIES LTD. AGM Management 5 Appoint SRBC & Co. LLP as joint statutory auditors for a period of five years and fix their remuneration For For SRBC & Co. LLP’s appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements Quarter II 22-Sep-2017 GRASIM INDUSTRIES LTD. AGM Management 6 Issuance of Non-Convertible Debentures (NCDs) on a private placement basis upto Rs. 30.0 bn For For The NCDs will be issued within the overall borrowing limit. Quarter II 22-Sep-2017 GRASIM INDUSTRIES LTD. AGM Management 7 Approve remuneration of Rs. 1.0 mn for DC Dave & Co. as cost auditors for FY18 For For The total remuneration proposed is reasonable compared to the size and scale of the company’s operations. Quarter II 22-Sep-2017 GRASIM INDUSTRIES LTD. AGM Management 8 Alter the Articles of Association (AoA) by inserting new clauses 63A to 63D For For RBI granted Payments Bank License to Aditya Birla Idea Payments Bank Limited (ABIPBL), a company jointly promoted by the Quarter II 23-Sep-2017 BHARAT FORGE LTD. Postal Ballot Management 1 Approve increase in authorized share capital to Rs. 2.4 bn and consequently alter the capital clause of the For For The company proposes to increase the authorized share capital to Rs. 2. 4 bn (975 mnQuarter II 23-Sep-2017 BHARAT FORGE LTD. Postal Ballot Management 2 Issue one equity share of Rs.2 each as bonus for each equity share held in the company For For The bonus issue will increase the liquidity of the equity shares with higher floating stockQuarter II 23-Sep-2017 NATIONAL ALUMINIUM CO. LTD. AGM Management 1 Adoption of standalone and consolidated financial statements for the year ended 31 March 2017 For For Normal. Quarter II 23-Sep-2017 NATIONAL ALUMINIUM CO. LTD. AGM Management 2 Confirm interim dividend of Rs. 2.8 (face value of Rs.5.0 per share) For For The company has paid an interim dividend of Rs. 2. 8 per equity share of face value of Rs. 5. 0 each during the year. The total Quarter II 23-Sep-2017 NATIONAL ALUMINIUM CO. LTD. AGM Management 3 Reappoint V Balasubramanyam (DIN:06965313) as an Executive Director For For V Balasubramanyam is Director (Production). He retires by rotation and his reappointment is in line with statutory Quarter II 23-Sep-2017 NATIONAL ALUMINIUM CO. LTD. AGM Management 4 Appoint Subhash Chandra (DIN 07612049) as a Non-Executive, Non-Independent Director For For Subhash Chandra was appointed as an Additional Director from 20 October 2016. He is the Joint Secretary, Ministry of Quarter II 23-Sep-2017 NATIONAL ALUMINIUM CO. LTD. AGM Management 5 Appoint Sanjib Kumar Roy (DIN 06756812) as Director (P&T) For For Sanjib Kumar Roy was appointed as an Additional Director from 3 February 2017. He is the Former Executive Director Quarter II 23-Sep-2017 NATIONAL ALUMINIUM CO. LTD. AGM Shareholder 6 Appoint Ms. Kiran Ghai Sinha (DIN 07726477) as an Independent Director for a period of three years from 3 February For For Ms. Kiran Ghai Sinha was appointed as an Additional Director from 3 February 2017. She is a former Assistant Professor, Quarter II 23-Sep-2017 NATIONAL ALUMINIUM CO. LTD. AGM Shareholder 7 Appoint Dr. N K Singh (DIN 03361541) as a Non-Executive, Non-Independent Director For For Dr. N K Singh was appointed as an Additional Director from 15 March 2017. He is currently the Joint Secretary of Ministry of Quarter II 23-Sep-2017 NATIONAL ALUMINIUM CO. LTD. AGM Management 8 Ratify remuneration of Rs. 300,000 (plus service tax and out of pocket expenses) for Tanmaya S Pradhan & Co. as cost For For The total remuneration proposed to be paid to the cost auditors in FY18 is reasonable compared to the size and scale of the Quarter II 25-Sep-2017 P T C INDIA LTD. AGM Management 1 Adoption of standalone and consolidated financial statements for the year ended 31 March 2017 For For Normal. Quarter II 25-Sep-2017 P T C INDIA LTD. AGM Management 2 Approve final dividend of Rs.3 per equity share of Rs.10 each For For The total outflow on account of dividend is Rs. 1. 2 bn. The dividend payout ratio is 42. 9% v/s 35. 1% in the previous year. Quarter II 25-Sep-2017 P T C INDIA LTD. AGM Management 3 Reappoint Ajit Kumar as Director, liable to retire by rotation For For Ajit Kumar (DIN: 06518591) is Wholetime Director (Commercial & Operations). His reappointment is in line with all statutory Quarter II 25-Sep-2017 P T C INDIA LTD. AGM Management 4 Reappoint Rajib Kumar Mishra as Director, liable to retire by rotation For For Rajib Kumar Mishra (DIN: 06836268) is Wholetime Director (Marketing & Business Development). His reappointment is in Quarter II 25-Sep-2017 P T C INDIA LTD. AGM Management 5 Ratify KG Somani & Co as statutory auditors and fix their remuneration for FY18 For For KG Somani & Co were reappointed as statutory auditors for five years at 2016 AGM. The ratification is in line with all Quarter II 25-Sep-2017 P T C INDIA LTD. AGM Shareholder 6 Appoint Chinmoy Gangopadhyay as Non-Executive Non-Independent Director beginning 1 February 2017 For For Chinmoy Gangopadhyay (DIN:02271398) is Wholetime Director (Projects) of Power Finance Corporation Ltd and its nominee Quarter II 25-Sep-2017 P T C INDIA LTD. AGM Shareholder 7 Appoint Mahesh Kumar Mittal as Non-Executive Non-Independent Director beginning 15 March 2017 For For Mahesh Kumar Mittal (DIN:02889021) is Wholetime Director (Finance) of NHPC Ltd and its nominee director. His Quarter II 25-Sep-2017 P T C INDIA LTD. AGM Shareholder 8 Appoint Krishna Singh Nagnyal as Non-Executive Non-Independent Director beginning 29 April 2017 For For Krishna Singh Nagnyal (DIN:06857451) is Zonal Manager of LIC and its nominee director. His appointment is in line with all Quarter II 25-Sep-2017 P T C INDIA LTD. AGM Shareholder 9 Appoint Arun Kumar Verma as Non-Executive Non-Independent Director beginning 10 August 2017 For For Arun Kumar Verma (DIN: 02190047) is Joint Secretary at Ministry of Power and its nominee director. Quarter II 25-Sep-2017 P T C INDIA LTD. AGM Shareholder 10 Appoint Rakesh Kacker as Independent Director for three years beginning 23 March 2017 For For Rakesh Kacker (DIN: 03620666) is a retired IAS officer. His appointment is in line with all statutory requirements. Quarter II 25-Sep-2017 P T C INDIA LTD. AGM Shareholder 11 Appoint Jayant Purushottam Gokhale as Independent Director for three years beginning 16 March 2017 For For Jayant Purushottam Gokhale (DIN: 00190075) is a Chartered Accountant. His appointment is in line with all statutory Quarter II 25-Sep-2017 AMBUJA CEMENTS LTD. Postal Ballot Management 1 Approve payment of additional performance bonus of Rs. 5.4 mn to Ajay Kapur for calendar year 2016 For For In a challenging environment for the cement industry in 2016, even as revenues remained flat, the company’s profit after tax Quarter II 25-Sep-2017 AMBUJA CEMENTS LTD. Postal Ballot Management 2 Revise terms of remuneration for Ajay Kapur as Managing Director and CEO from 1 January 2017 till 24 April 2019 For For While we do not favour mid-term revisions in remuneration, Ajay Kapur is a professional and his maximum estimated 2017 Quarter II 26-Sep-2017 RELIANCE CAPITAL LTD. AGM Management 1 Adoption of standalone & consolidated financial statements for the year ended 31 March 2017 For For Normal. Quarter II 26-Sep-2017 RELIANCE CAPITAL LTD. AGM Management 2 Declare dividend of Rs. 10.5 per equity share (FV Rs. 10) For For The company proposes a dividend of Rs 10. 5 per share (FV Rs. 10) compared to Rs. 10. 0Quarter II 26-Sep-2017 RELIANCE CAPITAL LTD. AGM Management 3 Reappoint Amitabh Jhunjhunwala (DIN: 00045174) as Director liable to retire by rotation For For Amitabh Jhunjhunwala is the non-executive Vice Chairman of Reliance Capital (RCap / RCL). He is the group Managing Quarter II 26-Sep-2017 RELIANCE CAPITAL LTD. AGM Management 4 Ratify appointment of Pathak H. D. & Associates as joint statutory auditors For For Pathak H D & Associates were appointed as joint statutory auditors in the AGM of FY16Quarter II 26-Sep-2017 RELIANCE CAPITAL LTD. AGM Management 5 Appoint Price Waterhouse & Co as joint statutory auditors for five years and to fix their remuneration For For RCL proposes to appoint Price Waterhouse & Co as joint statutory auditors for five yearsQuarter II 26-Sep-2017 RELIANCE CAPITAL LTD. AGM Management 6 Adopt new Articles of Association (AoA) to align with Companies Act 2013 For Against With the coming into force of the Companies Act, 2013, several provisions of theQuarter II 26-Sep-2017 RELIANCE CAPITAL LTD. AGM Management 7 Approve private placement of Non-convertible debentures and /or other debt securities within overall borrowing For For Although the quantum of debt to be raised has not been disclosed, the NCDs will beQuarter II 26-Sep-2017 RELIANCE CAPITAL LTD. AGM Management 8 Issuance of securities to Qualified Institutional Buyers For For The proposed issue of QIP Securities may be made in one or more tranches such thatQuarter II 26-Sep-2017 SUN PHARMACEUTICAL INDS. LTD. AGM Management 1 Adoption of standalone and consolidated financial statements for the year ended 31 March 2017 For For Normal. Quarter II 26-Sep-2017 SUN PHARMACEUTICAL INDS. LTD. AGM Management 2 Declare final dividend of Rs.3.5 per equity share (face value of Re.1.0) For For The total dividend for FY17 is Re. 1. 0/- per share and the total dividend outflow (including dividend tax for FY17) is Rs. 10. 1 Quarter II 26-Sep-2017 SUN PHARMACEUTICAL INDS. LTD. AGM Management 3 Reappoint Sailesh T. Desai (DIN: 00005443) as a Director retiring by rotation For For Sailesh T. Desai, 62, is an entrepreneur with over 30 years of experience. His reappointment is in line with all statutory Quarter II 26-Sep-2017 SUN PHARMACEUTICAL INDS. LTD. AGM Management 4 Reappoint Israel Makov (DIN: 05299764) as a Director retiring by rotation For For Israel Makov ,78, is Chairperson. His reappointment is in line with all statutory requirements. Quarter II 26-Sep-2017 SUN PHARMACEUTICAL INDS. LTD. AGM Management 5 Appoint S R B C & Co. as statutory auditors for a term of five years and fix their remuneration For For S R B C & Co. ’s appointment is in line with our Voting Guidelines on Auditor (Re)appointments and with the requirements of Quarter II 26-Sep-2017 SUN PHARMACEUTICAL INDS. LTD. AGM Management 6 Ratify remuneration of Rs.1.9 mn payable to Kailash Sankhlecha & Associates, as cost auditors for FY18 For For The proposed remuneration to be paid to the cost auditor in FY18 is reasonable compared to the size and scale of Quarter II 26-Sep-2017 SUN PHARMACEUTICAL INDS. LTD. AGM Management 7 Appoint Kalyanasundaram Subramanian (DIN: 00179072) as a Director liable to retire by rotation For For Kalyanasundaram Subramanian, 63, has been with the company since 2010. His appointment is in line with all statutory Quarter II 26-Sep-2017 SUN PHARMACEUTICAL INDS. LTD. AGM Management 8 Appoint Kalyanasundaram Subramanian (DIN: 00179072) as Whole-time Director for a period of two years beginning For Against The company proposes to appoint Kalyanasundaram Subramanian as Whole-time Director for a period of two years. He has Quarter II 26-Sep-2017 SUN PHARMACEUTICAL INDS. LTD. AGM Management 9 Reappoint Dilip S. Shanghvi (DIN: 00005588) as Managing Director for a period of five years beginning 1 April 2018 For For Dilip S. Shangvi, 61, is promoter director. He is also Chairperson and Managing Director of Sun Pharma Advanced Research Quarter II 26-Sep-2017 SUN PHARMACEUTICAL INDS. LTD. AGM Management 10 Approve related party transactions with Aditya Medisales Limited (AML) for a period of five years For For The transactions with AML aggregated Rs. 26 bn in FY17 and the company now seeks approval for similar transactions for Quarter II 26-Sep-2017 SADBHAV ENGINEERING LTD. AGM Management 1 Adoption of standalone and consolidated financial statements for the year ended 31 March 2017 For For Normal. Quarter II 26-Sep-2017 SADBHAV ENGINEERING LTD. AGM Management 2 To declare final dividend of Re.0.75 per share of face value Re.1.0 For For The total dividend outflow including dividend tax for FY17 is Rs. 0. 1 bn. The dividend payout ratio at 7. 7% is low. Quarter II 26-Sep-2017 SADBHAV ENGINEERING LTD. AGM Management 3 Reappoint Nitin R. Patel (DIN: 00466330) as an Executive Director For For Nitin R. Patel is Chief Financial Officer. He is liable to retire by rotation and his reappointment is in line with statutory Quarter II 26-Sep-2017 SADBHAV ENGINEERING LTD. AGM Management 4 Reappoint Vipul H. Patel (DIN: 06634262) as an Executive Director For For Vipul H. Patel is Executive Director. He is liable to retire by rotation and his reappointment is in line with statutory Quarter II 26-Sep-2017 SADBHAV ENGINEERING LTD. AGM Management 5 Appoint Dhirubhai Shah & Doshi as statutory auditors for a period of one year and fix their remuneration For Against Dhirubhai Shah & Doshi are replacing Surana Maloo & Co as the statutory auditors. However, the proposed appointment for Quarter II 26-Sep-2017 SADBHAV ENGINEERING LTD. AGM Management 6 To approve related party transactions aggregating upto Rs.17.06 bn with step-down subsidiaries For For Sadbhav Engineering Limited (Sadbhav) proposes to enter into related party transactions with two step-down subsidiary Quarter II 26-Sep-2017 SADBHAV ENGINEERING LTD. AGM Management 7 Reappoint Arun S. Patel (DIN: 00466330) as an Independent Director or five years from 26 September 2017 For For Arun S. Patel is a practicing Chartered Accountant having more than 22 years of experience in the field of audit, taxation, Quarter II 26-Sep-2017 SADBHAV ENGINEERING LTD. AGM Management 8 Reappoint Shashin V. Patel (DIN: 00048328) as CMD for three years from 1 July 2017 and fix his remuneration For Against Shashin V. Patel, 36, belongs to the promoter group. He was Joint Managing Director. The company has proposed to Quarter II 26-Sep-2017 SADBHAV ENGINEERING LTD. AGM Management 9 Reappoint Nitin R. Patel (DIN: 00466330) as Executive Director for three years from 1 July 2017 and fix his For Against Nitin R. Patel, 49, is the CFO. The proposed remuneration of Rs. 18. 0 mn (2. 2 times the amount he was paid in FY17) is not Quarter II 26-Sep-2017 SADBHAV ENGINEERING LTD. AGM Management 10 Reappoint Vasistha C. Patel (DIN: 00048324) as Executive Director for three years from 1 October 2017 and fix his For Against Vasistha C Patel, 44, belongs to the promoter group and is the MD of Sadbhav Infrastructure Project Limited, a subsidiary Quarter II 26-Sep-2017 SADBHAV ENGINEERING LTD. AGM Management 11 Reappoint Vikram R. Patel (DIN: 00048318) as Executive Director for three years from 1 October 2017 and fix his For Against Vikram R. Patel, 49, belongs to the promoter group. The proposed remuneration of Rs. 18. 0 mn (6 times the amount he was Quarter II 26-Sep-2017 SADBHAV ENGINEERING LTD. AGM Management 12 Keep the register of members and other documents at the office of the Registrar and Transfer Agent For For The company seeks shareholder approval to keep the registers and other documents at the location of Registrar and Transfer Quarter II 26-Sep-2017 SADBHAV ENGINEERING LTD. AGM Management 13 Amendment in Clause No. 84 (ii) of the Articles of Association (AOA) towards terms of issue of Debentures For For It is proposed to alter and substitute Clause 84(ii) of AOA of the company, enabling the company to consolidate and re-issue Quarter II 26-Sep-2017 SADBHAV ENGINEERING LTD. AGM Management 14 Approve remuneration of Rs.0.15 mn for Rajendra Patel & Associates as cost auditors for the financial year ending 31 For For The total remuneration proposed is reasonable compared to the size and scale of the company’s operations. Quarter II 26-Sep-2017 MAHARASHTRA SEAMLESS LTD. AGM Management 1 Adoption of standalone and consolidated financial statements for the year ended 31 March 2017 For For Normal. Quarter II 26-Sep-2017 MAHARASHTRA SEAMLESS LTD. AGM Management 2 Approve final dividend of Rs.5 per equity share of face value Rs.5 each For For The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs. 0. 4 bn. The dividend payout ratio Quarter II 26-Sep-2017 MAHARASHTRA SEAMLESS LTD. AGM Management 3 Reappoint Dharam Pal Jindal as Director, liable to retire by rotation For For Dharam Pal Jindal (DIN-00405579) is the Chairperson. His reappointment is in line with all statutory requirements. Quarter II 26-Sep-2017 MAHARASHTRA SEAMLESS LTD. AGM Management 4 Appoint LB Jha & Co as statutory auditors for five years and fix their remuneration For For LB Jha & Co will replace Kanodia Sanyal & Associates as statutory auditors. Their appointment is in line with all statutory Quarter II 26-Sep-2017 MAHARASHTRA SEAMLESS LTD. AGM Shareholder 5 Appoint Shiv Kumar Singhal as Director, liable to retire by rotation For For Shiv Kumar Singhal (DIN-00940261) is the Wholetime Director. His reappointment is in line with all statutory requirements. Quarter II 26-Sep-2017 MAHARASHTRA SEAMLESS LTD. AGM Management 6 Appoint Shiv Kumar Singhal as Wholetime Director for five years beginning 1 January 2017 For For Shiv Kumar Singhal, 56, is a professional. His proposed remuneration is estimated at Rs. 4. 2 mn, which is in line with peers Quarter II 26-Sep-2017 MAHARASHTRA SEAMLESS LTD. AGM Management 7 Ratify related party transactions with Star Drilling Pte. Ltd, Singapore providing pledge on investment aggregating For Against MSL appears to have provided credit support to almost all the debt in Star Drilling – which is significantly higher than MSL’s Quarter II 26-Sep-2017 MAHARASHTRA SEAMLESS LTD. AGM Management 8 Ratify related party transactions for providing standby letter of credit aggregating to USD 30 mn for loan availed by For Against MSL appears to have provided credit support to almost all the debt in Dev Drilling – which is significantly higher than MSL’s Quarter II 26-Sep-2017 MAHARASHTRA SEAMLESS LTD. AGM Management 9 Ratify related party transactions including providing loan and sale/purchase of pipes with Jindal Pipes Limited upto For Against MSL appears to be using its balance sheet strength to support promoter-controlled companies – a practice that we do not Quarter II 26-Sep-2017 MAHARASHTRA SEAMLESS LTD. AGM Management 10 Approve remuneration of Rs.130,000 payable to RJ Goel & Co, cost auditors for FY18 For For The total remuneration proposed to be paid to the cost auditors is reasonable compared to the size and scale of operations. Quarter II 26-Sep-2017 FUTURE RETAIL LTD NCM Management 1 Approve demerger of home retail businesses of Future Retail (FRL) and Bluerock eServices Private Limited (BSPL) into For For As part of FRL’s strategy of focusing only on its core retail formats, the specialty home retailQuarter II 27-Sep-2017 LUPIN LTD. Postal Ballot Management 1 To reappoint Dr. Kamal K. Sharma (DIN: 00209430) as Vice Chairperson for a period of one year beginning 29 For For Dr. Kamal K. Sharma, 70, is Executive Vice-Chairperson. His reappointment is in line with all statutory requirements. He was Quarter II 27-Sep-2017 OIL & NATURAL GAS CORPN. LTD. AGM Management 1 Adoption of standalone and consolidated financial statements for the year ended 31 March 2017 For For NOrmal. Quarter II 27-Sep-2017 OIL & NATURAL GAS CORPN. LTD. AGM Management 2 Confirm interim dividend of Rs.6.75 per equity share and declare final dividend of Re.0.80 per equity share of Rs.5 For For ONGC paid a first interim dividend of Rs. 4. 50 per share of Rs. 5 each pre-bonus. A second interim dividend of Rs. 2. 25 per Quarter II 27-Sep-2017 OIL & NATURAL GAS CORPN. LTD. AGM Management 3 Reappoint DD Misra as Director, liable to retire by rotation For For DD Misra (DIN: 06926783) is Wholetime Director (Human Resources). His reappointment is in line with all statutory Quarter II 27-Sep-2017 OIL & NATURAL GAS CORPN. LTD. AGM Management 4 Reappoint Shashi Shanker as Director, liable to retire by rotation For For Shashi Shanker (DIN-06447938) is Wholetime Director (Technology & Field Services). His reappointment is in line with all Quarter II 27-Sep-2017 OIL & NATURAL GAS CORPN. LTD. AGM Management 5 Fix remuneration of joint statutory auditors to be appointed by the Comptroller and Auditor General of India for FY18 For For The Comptroller & Auditor General of India (C&AG) has appointed Lodha & Co, PKF Sridhar & Santhanam, Khandelwal Jain & Quarter II 27-Sep-2017 OIL & NATURAL GAS CORPN. LTD. AGM Shareholder 6 Appoint Deepak Sethi as Independent Director for three years beginning 31 January 2017 For For Deepak Sethi (DIN-07729009) is a Chartered Accountant. His appointment is in line with all statutory requirements. Quarter II 27-Sep-2017 OIL & NATURAL GAS CORPN. LTD. AGM Shareholder 7 Appoint Vivek Mallya as Independent Director for three years beginning 31 January 2017 For For Vivek Mallya (DIN: 05311763) is a Chartered Accountant. His appointment is in line with all statutory requirements. Quarter II 27-Sep-2017 OIL & NATURAL GAS CORPN. LTD. AGM Shareholder 8 Appoint Sumit Bose as Independent Director for three years beginning 31 January 2017 For For Sumit Bose (DIN: 03340616) is Vice Chairman of National Institute of Public Finance and Policy. His appointment is in line Quarter II 27-Sep-2017 OIL & NATURAL GAS CORPN. LTD. AGM Shareholder 9 Appoint Dr. Santrupt B Misra as Independent Director for three years beginning 31 January 2017 For For Dr. Santrupt B Misra (DIN: 00013625) is CEO of Carbon Black business and Director (Group Human Resources) of Aditya Birla Quarter II 27-Sep-2017 OIL & NATURAL GAS CORPN. LTD. AGM Shareholder 10 Appoint Rajiv Bansal as Non-Executive Non-Independent Director with effect from 10 August 2017 For For Rajiv Bansal (DIN: 00245460) is an IAS officer. His appointment is in line with all statutory requirements. Quarter II 27-Sep-2017 OIL & NATURAL GAS CORPN. LTD. AGM Management 11 Ratify payment of Rs.2.4 mn as remuneration to cost auditors for FY18 For For The company has appointed Shome & Banerjee, Rohit & Associates, Dhananjay V Joshi & Associates, M Krishnaswamy & Quarter II 27-Sep-2017 OIL & NATURAL GAS CORPN. LTD. AGM Management 12 Private placement of non-convertible debentures and/or other debt securities upto Rs.250 bn For For The company is planning execution of projects including development of Cluster 2 of the NELP Block KG-DWN-98/2, CBM Quarter II 27-Sep-2017 OIL & NATURAL GAS CORPN. LTD. AGM Management 13 Create charge on assets upto Rs.250 bn For For Secured loans generally have easier repayment terms, less restrictive covenants, and lower interest rates. Quarter II 27-Sep-2017 N H P C LTD. AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For Normal. Quarter II 27-Sep-2017 N H P C LTD. AGM Management 2 To confirm interim dividend of Rs, 1.7 and declare final dividend of Re. 0.1 per equity share (face value Rs. 10.0) for For For The total dividend for FY17 is Rs. 1. 8/- per share, while it was Rs. 1. 5/- in FY16. The total dividend outflow (including Quarter II 27-Sep-2017 N H P C LTD. AGM Management 3 Reappoint Ratish Kumar (DIN: 06852735) as an Executive Director For For Ratish Kumar, 56, is the Chairperson and Managing Director of NHPC. His reappointment meets all statutory requirements. Quarter II 27-Sep-2017 N H P C LTD. AGM Management 4 Authorize board to fix the remuneration of joint statutory auditors for FY18 For For The joint statutory auditors of NHPC are appointed by the Comptroller and Auditor General of India (C&AG). The total Quarter II 27-Sep-2017 N H P C LTD. AGM Management 5 To ratify remuneration of Rs. 75,000 per power station payable to cost auditors for FY18 For For The total remuneration proposed is reasonable compared to the size and scale of the company’s operations. Quarter II 27-Sep-2017 N H P C LTD. AGM Shareholder 6 Appoint Nikhil Kumar Jain (DIN: 05332456) as Director (Personnel), w.e.f. 7 February 2017 For For Nikhil Kumar Jain, 55, holds a Bachelors’ degree in Industrial Engineering from IIT Roorkee and Law from University of Delhi. Quarter II 27-Sep-2017 N H P C LTD. AGM Shareholder 7 Appoint Mahesh Kumar Mittal (DIN: 02889021) as Director (Finance), w.e.f. 1 March 2017 For For Mahesh Kumar Mittal, 56, is a Cost & Works Accountant and Company Secretary by profession. He has over thirty years of Quarter II 27-Sep-2017 N H P C LTD. AGM Management 8 Issuance of Non-Convertible Debentures (NCDs) on a private placement basis upto Rs. 20.0 bn For For The NCDs will be issued within the overall borrowing limit. Quarter II 27-Sep-2017 N H P C LTD. AGM Management 9 Alter the Articles of Association (AoA) by inserting new Article 22A For For In order to comply with the SEBI circular for issued debt securities, NHPC needs to group and consolidate the existing debt Quarter II 27-Sep-17 NLC India Limited AGM Management 1 Adoption of standalone and consolidated financial statements for the year ended 31 March 2017 FOR FOR NormalQuarter II 27-Sep-17 NLC India Limited AGM Management 2 Ratify interim dividend of Rs. 7.34 per share (face value Rs. 10.0) for year ended 31 March 2017 FOR For The total dividend outflow including dividend tax for FY17 is Rs. 13.5 bn. The dividend payout ratio is 57%.Quarter II 27-Sep-17 NLC India Limited AGM Management 3 Re-appoint Subir Das as Director FOR For Subir Das, 59, is Director - Mines, NLC India Limited. He retires by rotation and his reappointment is in line with statutory Quarter II 27-Sep-17 NLC India Limited AGM Management 4 Appoint R Vikraman (DIN: 07601778) as Director with effect from 9 December 2016 FOR For R Vikraman, 55, is Director - Human Resources, NLC India Limited. He is liable to retire by rotation and his appointment is in Quarter II 27-Sep-17 NLC India Limited AGM Management 5 Appoint Suresh Kumar (DIN: 06440021) as Non-Executive Non-Independent Director with effect from 9 June 2017 FOR For Suresh Kumar, 58, is an IAS Officer. He is Additional Secretary, Ministry of Coal, Government of India. He is liable to retire by Quarter II 27-Sep-17 NLC India Limited AGM Management 6 Appoint Vikram Kapur (DIN: 00463564) as Non-Executive Non-Independent Director with effect from 29 March 2017 FOR For Vikram Kapur, 51, is an IAS Officer. He is Principal Secretary to the Government of Tamil Nadu, Energy Department. He is Quarter II 27-Sep-17 NLC India Limited AGM Management 7 Appoint Ms. Nalini Padmanabhan (DIN: 01565909) as Independent Director FOR For Ms. Nalini Padmanabhan, 53, is a Chartered Accountant and Senior Partner, B Thiagarajan & Co, Chartered Accountants. Quarter II 27-Sep-17 NLC India Limited AGM Management 8 Appoint Ms. Monika Arora (DIN: 01065112) as Independent Director FOR For Ms. Monika Arora, 43, is an advocate in the Supreme Court of India. While her tenure as Independent Director has not been Quarter II 27-Sep-17 NLC India Limited AGM Management 9 Approve remuneration of Rs. 350,000 for cost auditors for FY18 FOR For The total remuneration proposed to be paid to the cost auditors in FY18 is reasonable compared to the size and scale of Quarter II 28-Sep-2017 FINOLEX CABLES LTD. AGM Management 1 Adoption of standalone and consolidated financial statements for the year ended 31 March 2017 For For Normal. Quarter II 28-Sep-2017 FINOLEX CABLES LTD. AGM Management 2 To declare final dividend of Rs.3.0 per share of face value Rs.2.0 For For The total dividend outflow including dividend tax for FY17 is Rs. 0. 6 bn. The dividend payout ratio at 17. 5% is low. Quarter II 28-Sep-2017 FINOLEX CABLES LTD. AGM Management 3 Reappoint Mahesh Viswanathan (DIN: 02780987) as an Executive Director For For Mahesh Viswanathan is Deputy Managing Director and Chief Financial Officer. He is liable to retire by rotation and his Quarter II 28-Sep-2017 FINOLEX CABLES LTD. AGM Management 4 Appoint Deloitte Haskins & Sells LLP as statutory auditors for a period of five years from 1 April 2017 and fix their For For Deloitte Haskins & Sells LLP’s appointment is in line with our Voting Policy on Auditor Appointment and with the Quarter II 28-Sep-2017 FINOLEX CABLES LTD. AGM Shareholder 5 Appoint Sumit Shah (DIN: 00036387) as a Director For For Sumit Shah was appointed as an Additional Director from 14 February 2017. His appointment is in line with the statutory Quarter II 28-Sep-2017 FINOLEX CABLES LTD. AGM Shareholder 6 Appoint Shishir Lall (DIN: 00078316) as a Director For For Shishir Lall was appointed as an Additional Director from 30 May 2017. His appointment is in line with the statutory Quarter II 28-Sep-2017 FINOLEX CABLES LTD. AGM Shareholder 7 Appoint Sumit Shah as an Independent Director for five years from 28 September 2017 For For Sumit Shah is the Managing Director of Renaissance Jewellry Limited. His appointment as an Independent Director is in line Quarter II 28-Sep-2017 FINOLEX CABLES LTD. AGM Shareholder 8 Appoint Shishir Lall as an Independent Director for five years from 28 September 2017 For For Shishir Lall held the position of International Vice President – Franchise Operations – South Asia Business Unit at PepsiCo and Quarter II 28-Sep-2017 FINOLEX CABLES LTD. AGM Management 9 Reappoint K. P. Chhabria as Advisor for five years from 1 October 2017 to a place of profit and fix his remuneration For For K. P. Chhabria, 83, belongs to the promoter family. He was Executive Vice-Chairperson of Finolex Industries Limited till 2012. Quarter II 28-Sep-2017 FINOLEX CABLES LTD. AGM Management 10 Approve remuneration of Rs.0.5 mn for Joshi Apte & Associates as cost auditors for the financial year ending 31 For For The total remuneration proposed is reasonable compared to the size and scale of the company’s operations. Quarter II 28-Sep-2017 FINOLEX CABLES LTD. AGM Management 11 Fix commission for non-executive directors at an amount upto 1% of net profits or Rs.10 mn, whichever is lower, for For For The board is seeking approval of shareholders to fix payment of commission to non-executive directors at an amount upto Quarter II 28-Sep-2017 FINOLEX CABLES LTD. AGM Management 12 Approve private placement of redeemable non-convertible debentures (NCDs) aggregating Rs.1.5 bn For For The proposed NCDs will be issued within the overall borrowing limit of Rs. 10 bn. The company’s debt has an outstanding Quarter II 28-Sep-2017 FINOLEX CABLES LTD. AGM Management 13 Approve related party transactions with Corning Finolex Optical Fibre Private Limited upto Rs.0.6 bn For For Finolex Cables Limited (Finolex) proposes to purchase optical fibre upto Rs. 0. 6 bn (or 1. 5 mn KM fibre quantity whichever is Quarter II 28-Sep-2017 GUJARAT GAS LTD. AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For Normal. Quarter II 28-Sep-2017 GUJARAT GAS LTD. AGM Management 2 Approve final dividend of Rs.3 per equity share of face value of Rs.10 each For For The total dividend (including dividend tax) is Rs. 0. 5 bn. The dividend payout ratio is 22. 6% v/s 21. 2% in the previous year. Quarter II 28-Sep-2017 GUJARAT GAS LTD. AGM Management 3 Reappoint Dr. T Natarajan as Non-Executive Non-Independent Director For For Dr. T Natarajan (DIN: 00396367) is IAS officer and former Joint Managing Director of Gujarat Narmada Valley Fertilizers & Quarter II 28-Sep-2017 GUJARAT GAS LTD. AGM Management 4 Fix remuneration of joint statutory auditors to be appointed by the Comptroller and Auditor General of India for FY18 For For The total audit fees of Rs. 3. 2 mn in FY17 (excluding tax and reimbursements) is commensurate with the size and complexity Quarter II 28-Sep-2017 GUJARAT GAS LTD. AGM Management 5 Reappoint Jal Patel as Independent Director for five years beginning 21 April 2017 For For Jal Patel (DIN: 00065021) is a Chartered Accountant. His reappointment is in line with all statutory requirements. Quarter II 28-Sep-2017 GUJARAT GAS LTD. AGM Management 6 Reappoint KD Chatterjee as Independent Director for five years beginning 21 April 2017 For For KD Chatterjee (DIN: 00421999) is the former Executive Director (Finance) of Gujarat Narmada Valley Fertilizers Company Quarter II 28-Sep-2017 GUJARAT GAS LTD. AGM Management 7 Reappoint Ms. Manjula Devi Shroff as Independent Director for five years beginning 21 April 2017 For For Manjula Devi Shroff (DIN: 00297159) is a social entrepreneur and founder of the Delhi Public School (Ahmedabad). Her Quarter II 28-Sep-2017 GUJARAT GAS LTD. AGM Shareholder 8 Appoint Prof. Piyush Kumar Sinha as Independent Director for two years beginning 16 August 2017 For For Prof. Piyush Kumar Sinha (DIN: 00484132) is Professor of marketing and retailing at IIM (Ahmedabad). His appointment is in Quarter II 28-Sep-2017 GUJARAT GAS LTD. AGM Shareholder 9 Appoint Prof. Vishal Gupta as Independent Director for two years beginning 16 August 2017 For For Prof. Vishal Gupta (DIN: 06405808) is associate Professor of Organizational Behavior at IIM (Ahmedabad). His appointment Quarter II 28-Sep-2017 GUJARAT GAS LTD. AGM Shareholder 10 Appoint Milind Torawane as Non-Executive Non-Independent Director beginning 10 August 2017 For For Milind Torawane (DIN: 03632394) is IAS officer. His appointment is in line with all statutory requirements. Quarter II 28-Sep-2017 GUJARAT GAS LTD. AGM Management 11 Increase borrowing limit from Rs.70 bn to Rs.100 bn For For The company needs an increase in borrowing limits in case the performance bank guarantees given to the Petroleum & Quarter II 28-Sep-2017 GUJARAT GAS LTD. AGM Management 12 Approve remuneration of Rs.150,000 payable to Kailash Sankhlecha & Associates, cost auditors for FY18 For For The total remuneration proposed to be paid to the cost auditors is reasonable compared to the size and scale of operations. Quarter II 28-Sep-2017 INDRAPRASTHA GAS LTD. AGM Management 1 Adoption of standalone and consolidated financial statements for the year ended 31 March 2017 For For Normal. Quarter II 28-Sep-2017 INDRAPRASTHA GAS LTD. AGM Management 2 Confirm interim dividend of Rs.3.5 per share and declare final dividend of Rs.5.0 per equity share of Rs.10 each For For The aggregate dividend per share is Rs. 8. 5. The total dividend outflow including dividend tax for FY17 is Rs. 1. 4 bn. The Quarter II 28-Sep-2017 INDRAPRASTHA GAS LTD. AGM Management 3 Fix remuneration of Walker Chandiok & Co LLP as statutory auditors to be appointed by the Comptroller and Auditor For For The Comptroller & Auditor General of India (C&AG) appoints the statutory auditors. As per Section 142 of the Companies Quarter II 28-Sep-2017 INDRAPRASTHA GAS LTD. AGM Shareholder 4 Appoint Ramesh Srinivasan (DIN: 07164250) as Non-Executive Non-Independent Director For For Ramesh Srinivasan is the Chairperson of Indraprastha Gas Limited (IGL). He is Director (Marketing) in BPCL and was Quarter II 28-Sep-2017 INDRAPRASTHA GAS LTD. AGM Shareholder 5 Appoint Manoj Jain (DIN: 07556033) as Non-Executive Non-Independent Director For For Manoj Jain is Executive Director (Marketing-Gas) in GAIL (India) Limited (GAIL) and was nominated by GAIL as a Director of Quarter II 28-Sep-2017 INDRAPRASTHA GAS LTD. AGM Shareholder 6 Appoint Ms. Varsha Joshi (DIN: 07056514) as Non-Executive Non-Independent Director For For Ms. Varsha Joshi is Secretary Power and Secretary Transport with the Government of NCT Delhi and was nominated by Quarter II 28-Sep-2017 INDRAPRASTHA GAS LTD. AGM Management 7 Approve remuneration of Rs. 225,000 for Chandra Wadhwa & Co as cost auditors for the financial year ending 31 For For The total remuneration proposed is reasonable compared to the size and scale of the company’s operations. Quarter II 28-Sep-2017 INDRAPRASTHA GAS LTD. AGM Management 8 Ratify related party transactions of Rs.7.97 bn with GAIL (India) Limited in FY17 For For IGL purchased APM gas worth Rs. 7. 97 bn for NCT of Delhi in FY17 from GAIL (under a contract), at a price determined by Quarter II 28-Sep-2017 INDRAPRASTHA GAS LTD. AGM Management 9 Ratify related party transactions of Rs.4.99 bn with GAIL (India) Limited in FY17 For For IGL purchased PMT gas worth Rs. 4. 99 bn for NCT of Delhi in FY17 from GAIL (under a contract), at a price determined by Quarter II 28-Sep-2017 INDRAPRASTHA GAS LTD. AGM Management 10 To approve sub-division of equity share of Rs.10 each into 5 equity shares of Rs.2 each For For IGL seeks shareholders’ approval to sub-divide equity share of Rs. 10 each into 5 equity shares of Rs. 2 each. The board has Quarter II 28-Sep-2017 INDRAPRASTHA GAS LTD. AGM Management 11 Amendment in capital clause V of the Memorandum of Association to reflect the sub-division of equity share capital For For The board has proposed to make appropriate alterations in the Memorandum of Association of the company to reflect the Quarter II 28-Sep-2017 INDRAPRASTHA GAS LTD. AGM Management 12 Amendment in Article 3 of the Articles of Association to reflect the sub-division of equity share capital For For The board has proposed to make appropriate alterations in the Articles of Association of the company to reflect the sub-Quarter II 28-Sep-2017 GUJARAT STATE PETRONET LTD. AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For Normal. Quarter II 28-Sep-2017 GUJARAT STATE PETRONET LTD. AGM Management 2 Approve final dividend of Rs.1.5 per share of face value Rs.10.0 each For For The total dividend payout (including dividend distribution tax) for FY17 aggregates to Rs. 1. 0 bn. The dividend payout ratio Quarter II 28-Sep-2017 GUJARAT STATE PETRONET LTD. AGM Management 3 Reappoint M. M. Srivastava as a Director For For M. M. Srivastava (DIN: 02190050) is the former Managing Director of Gujarat Agro IndustriesQuarter II 28-Sep-2017 GUJARAT STATE PETRONET LTD. AGM Management 4 Authorise the board to fix the remuneration of statutory auditors for FY2017-18 appointed by the Comptroller and For For V. V. Patel & Co are the current statutory auditors of the company. As per the provisions of theQuarter II 28-Sep-2017 GUJARAT STATE PETRONET LTD. AGM Shareholder 5 Appoint Anil Mukim as a Director For For Anil Mukim (DIN: 02842064) is the Additional Chief Secretary, Finance Department, GovernmentQuarter II 28-Sep-2017 GUJARAT STATE PETRONET LTD. AGM Shareholder 6 Appoint Bimal N Patel as an Independent Director for five years w.e.f 29 December 2016 For For Bimal N Patel (DIN: 03006605) is the Director of the Gujarat National Law University. HisQuarter II 28-Sep-2017 GUJARAT STATE PETRONET LTD. AGM Management 7 Approve remuneration of Rs. 0.1 mn for N D Birla & Co. as cost auditors for FY18 For For The remuneration to be paid to the cost auditor is reasonable compared to the size and scale ofQuarter II 29-Sep-2017 GUJARAT MINERAL DEVP. CORPN. LTD. AGM Management 1 Adoption of financial statements for the year ended 31 March 2017 For For Normal. Quarter II 29-Sep-2017 GUJARAT MINERAL DEVP. CORPN. LTD. AGM Management 2 Approve final dividend of Rs.3 per equity share of face value of Rs.2 each For For The total dividend (including dividend tax) is same as previous year at Rs. 1,148. 2 mn. The dividend payout ratio is 35. 4% v/s Quarter II 29-Sep-2017 GUJARAT MINERAL DEVP. CORPN. LTD. AGM Management 3 Fix remuneration of joint statutory auditors to be appointed by the Comptroller and Auditor General of India for FY18 For For The Comptroller & Auditor General of India (C&AG) appoints statutory auditors. As per Section 142 of the Companies Act, Quarter II 29-Sep-2017 GUJARAT MINERAL DEVP. CORPN. LTD. AGM Management 4 Authorize the board to make contributions to charitable and other trusts upto Rs.80 mn over and above the 5% of For Against The average net profits of the company for the three immediately preceding financial years is Rs. 3,497 mn. 5% of net profit Quarter II 29-Sep-2017 GUJARAT MINERAL DEVP. CORPN. LTD. AGM Management 5 Approve remuneration of Rs.150,000 payable to ND Birla, cost auditors for FY18 For For The total remuneration proposed to be paid to the cost auditors is reasonable compared to the size and scale of operations. Quarter III 07-Oct-2017 INFOSYS LTD. Postal Ballot Management 1 Approve buyback of up to 113 mn equity shares at Rs. 1150.0 per share through a tender offer, for an aggregate For For The buyback is at a 25% premium to current market price. The promoters will participateQuarter III 07-Oct-2017 INFOSYS LTD. Postal Ballot Management 2 Appoint D Sundaram as an Independent Director for a period of five years w.e.f 14 July 2017 For For D Sundaram (DIN: 00016304) is the Vice Chairperson and MD of TVS Capital Funds Ltd. HisQuarter III 07-Oct-2017 INFOSYS LTD. Postal Ballot Management 3 Appoint Nandan Nilekani as a Director and Chairperson of the board For For Nandan Nilekani (DIN: 00041245) is one of the founder promoters of Infosys and its formerQuarter III 07-Oct-2017 INFOSYS LTD. Postal Ballot Management 4 Appoint U. B. Pravin Rao as Managing Director and interim CEO for a period not exceeding five years w.e.f 18 August For For U. B. Pravin Rao is the current COO of Infosys. Following the resignation of Vishal Sikka asQuarter III 18-Oct-2017 SHOPPERS STOP LTD. EGM Management 1 To approve preferential allotment of 4.4 mn equity shares at a price of Rs. 407.78 to Amazon.com NV Investment For For Shoppers Stop Limited (SSL) will raise Rs. 1. 8bn through this transaction, which will result in a 5% dilution on the paid-up Quarter III 23-Oct-2017 SUNDARAM FINANCE LTD. NCM Management 1 To approve scheme of arrangement and amalgamation between Sundaram Finance Ltd. (SFL) and Sundaram For Against Sundaram Finance Ltd. (SFL) is restructuring its business to house all non-financial services businesses within its 100% Quarter III 01-Nov-2017 EDELWEISS FINANCIAL SERVICES LTD. Postal Ballot Management 1 Issue of securities upto an amount of Rs 20.0 bn For For At current market price of Rs 272. 3, the company will issue of 73. 5 mn equity shares to raise Rs 20. 0 bn. There will be a 7. Quarter III 01-Nov-2017 EDELWEISS FINANCIAL SERVICES LTD. Postal Ballot Management 2 Increase the Foreign Portfolio Investors (FPIs) and Foreign Institutional Investors (FIIs) equity holding limits to 49% For For The FII & FPI holding limit as on 22 September 2017 is 26. 2%. Increasing the FII / FPI limit will enable the issue as proposed Quarter III 03-Nov-2017 FUTURE RETAIL LTD EGM Management 1 Approve issuance of equity shares on preferential basis up to Rs.5 bn For For The issuance of equity shares is being made to fund the acquisition of Hypercity Retail fromQuarter III 06-Nov-2017 SUNDARAM FINANCE LTD. Postal Ballot Management 1 Alter Articles of Association to support recent changes in regulations For For The charter documents are being modified to support recent regulatory changes, which is necessary. We believe the Quarter III 13-Nov-2017 SHOPPERS STOP LTD. Postal Ballot Management 1 To sell/ transfer 77.2 mn equity shares of Hypercity Retail (India) Limited, a subsidiary, to Future Retail Limited For For Shoppers Stop Limited (SSL) proposes to sell/transfer its 51% stake in Hypercity to Future Retail Limited (FRL) as this is no Quarter III 14-Nov-2017 INTERGLOBE AVIATION LTD Postal Ballot Management 1 Extend travel benefits to two Independent Directors - Devadas Mallya Mangalore and Dr. Anupam Khanna - and their For For The company has clarified that similar travel benefits are applicable to all permanent employees on payment of airport Quarter III 14-Nov-2017 INTERGLOBE AVIATION LTD Postal Ballot Management 2 Increase intercorporate transactions to Rs. 100 bn from Rs. 50 bn For For The company’s board has published a statement on the exchanges stating that the increased limits will be utilized only for Quarter III 14-Nov-2017 NLC INDIA LTD. Postal Ballot Management 1 Increase borrowing limit from Rs.114.6 bn to Rs.351.5 bn (apart from temporary loans) For For The company is expected to expand its lignite and coal mining and its power generation capacity by 2025. Standalone debt Quarter III 14-Nov-2017 NLC INDIA LTD. Postal Ballot Management 2 Creation of mortgage/charge on the assets of the company up to Rs.351.5 bn For For The resolution enables the company to provide security for its borrowings. Secured loans typically have easier repayment Quarter III 14-Nov-2017 NLC INDIA LTD. Postal Ballot Management 3 Amend the objects clause in the Memorandum of Association to enable trading in electricity For For The company plans to expand into the power trading business. In order to acquire a trading license from CERC, the objects Quarter III 15-Nov-2017 TATA MOTORS LTD. NCM Management 1 Approve amalgamation of TML Drivelines Ltd. (TMLDL), a 100% subsidiary with Tata Motors For For The merger is being undertaken to streamline costs, and strengthen supply chain and back-end operations, and simplify the Quarter III 29-Nov-2017 MAHINDRA & MAHINDRA FINANCIAL EGM Management 1 Issue of 24.0 mn equity shares through Qualified Institutions Placement For For At current market prices, MMFSL will raise ~ Rs 9. 9 bn, which will dilute existing shareholders by 4. 1%. The funds infused Quarter III 29-Nov-2017 MAHINDRA & MAHINDRA FINANCIAL EGM Management 2 Related party transaction of issuance of equity on preferential basis to promoters Mahindra & Mahindra Ltd. For For As a matter of abundant precaution, the company seeks shareholders’ approval for related party transaction of issuance of Quarter III 29-Nov-2017 MAHINDRA & MAHINDRA FINANCIAL EGM Management 3 Preferential allotment of 25.0 mn equity shares to Mahindra & Mahindra Ltd., MMFSL’s promoter For For With the QIP issue in Resolution # 1 above the stake of M&M Ltd. (promoter in MMFSL) will fall below 50%. MMFSL wants to Quarter III 04-Dec-2017 PUNJAB NATIONAL BANK EGM Management 1 Issue of equity shares upto Rs 30.0 bn by way of Qualified Institutional Placement (QIP) to Qualified Institutional For For At its EGM held on 12 September 2017, Punjab National Bank received shareholder approval to raise upto Rs 30. 0 bn by Quarter III 05-Dec-2017 INDRAPRASTHA GAS LTD. Postal Ballot Management 1 Reappoint SS Rao as Independent Director for one year beginning 16 October 2017 For Against SS Rao (DIN:01245772) is Chief Executive Officer of IDFC Infrastructure Finance Ltd. He has been associated with Quarter III 05-Dec-2017 INDRAPRASTHA GAS LTD. Postal Ballot Management 2 Reappoint Prof. V Ranganathan as Independent Director for one year beginning 16 October 2017 For For Prof. V Ranganathan (DIN:02860551) is the former Professor of IIM Bangalore. His appointment is in line with all statutory Quarter III 05-Dec-2017 INDRAPRASTHA GAS LTD. Postal Ballot Management 3 Reappoint Santosh Kumar Bajpai as Independent Director for one year beginning 16 October 2017 For For Santosh Kumar Bajpai (DIN:00239324) has experience in fertilizer, telecom and oil and gas sector. His appointment is in line Quarter III 08-Dec-2017 AXIS BANK LTD. EGM Management 1 Preferential allotment of 87.5 mn equity shares at Rs 525 per share and 40.0 mn convertible warrants at Rs 565 per For For This will amount to a total of Rs 68. 5 bn assuming all warrants are converted. Aggregate funds raised (after issuances under Quarter III 08-Dec-2017 AXIS BANK LTD. EGM Management 2 Preferential allotment of 54.97 mn equity shares at Rs 525 per share and 5.4 mn convertible warrants at Rs 565 per For For This will amount to a total of Rs 31. 9 bn assuming all warrants are converted. Aggregate funds raised (after issuances under Quarter III 08-Dec-2017 AXIS BANK LTD. EGM Management 3 Preferential allotment of 30.2 mn equity shares to promoter, Life Insurance Corporation of India, at Rs 525 per share For For This will amount to a total of Rs 15. 8 bn. Aggregate funds raised (after issuances under all three resolutions) will be Rs 116. 2

Quarter III 08-Dec-2017 HINDUSTAN UNILEVER LTD. Postal Ballot Management 1 Appoint Srinivas Phatak as Whole-time Director for five years with effect from 1 December 2017 for five years and fix For For Srinivas Phatak will be designated Executive Director, Finance & IT and Chief Financial Officer with effect from 1 December Quarter III 12-Dec-2017 SHRIRAM TRANSPORT FINANCE CO. LTD. Postal Ballot Management 1 Amendment of Articles of Association by insertion of new Article 32A to carry out consolidation and re-issuance of For For SEBI circular CIR/IMD/DF-1/67/2017 allows corporates a maximum of 17 ISINs maturing in any financial year. If fresh Quarter III 12-Dec-2017 I T D CEMENTATION INDIA LTD. Postal Ballot Management 1 Issue of equity shares or equity-linked securities aggregating upto Rs 3.5 bn through QIP, private placement or For For To raise Rs. 3. 5 bn, at current market price of Rs. 209. 6 per share, the company will need to issue 16. 7 mn equity shares. Quarter III 15-Dec-2017 C E S C LTD. NCM Management 1 To approve restructuring of CESC Limited’s main businesses (held directly and through subsidiaries) by housing them For For CESC proposes to unlock value by creating four separate companies to house the power generation, power distribution, Quarter III 16-Dec-2017 MAHINDRA & MAHINDRA LTD. Postal Ballot Management 1 Issuance of one equity share of Rs. 5.0/- each as bonus for each equity share held in the company For For Post the issuance of bonus equity share, the paid-up equity share capital of the company will increase to Rs. 6. 2 bn Quarter III 20-Dec-2017 INDIAN BANK EGM Management 1 To elect one shareholder director from amongst the public shareholders of the bank For For Normal. Elected Bharat KQuarter III 20-Dec-2017 WONDERLA HOLIDAYS LTD. Postal Ballot Management 1 Appoint M Ramachandran (DIN 07972813) as an Independent Director for a period of two years from 15 November For For M Ramachandran is the former partner of SB Billimoria & Company. He was appointed as an Additional Director on 15 Quarter III 20-Dec-2017 WONDERLA HOLIDAYS LTD. Postal Ballot Management 2 Appoint George Joseph as Executive Vice Chairperson for a period of two years from 15 November 2017 and his For For George Joseph has been the Non-Executive Independent Chairperson of the company since September 2011. The company Quarter III 21-Dec-2017 LAKSHMI MACHINE WORKS LTD. Postal Ballot Management 1 Appoint K. Soundhar Rajhan (DIN: 07594186) as Whole-Time Director from 1 November 2017 For For K. Soundhar Rajhan, 69, is President, Machine Tool Division, Foundry and Advanced Technology Centre of Lakshmi Machine Quarter III 21-Dec-2017 LAKSHMI MACHINE WORKS LTD. Postal Ballot Management 2 Appoint K. Soundhar Rajhan (DIN: 07594186) as Whole-Time Director (Director-Operations) for three years from 1 For For K. Soundhar Rajhan is President, Machine Tool Division, Foundry and Advanced Technology Centre. The company now Quarter III 21-Dec-2017 LAKSHMI MACHINE WORKS LTD. Postal Ballot Management 3 Approve V. Senthil, (relative of K. Soundhar Rajhan, Director) to hold or continue to hold an office or place of profit as For For V. Senthil, son in law of K. Soundhar Rajhan, has been the Senior General Manager (Finance) since 2015. In FY17, V Senthil Quarter III 22-Dec-2017 BANK OF BARODA EGM Management 1 To elect two shareholder directors from amongst the public shareholders of the bank For For Normal. Elected Soundara Kumar &Srinivasan SridharQuarter III 26-Dec-2017 POLARIS CONSULTING & SERVICES LTD. Postal Ballot Management 1 Delisting of equity shares For For At the floor price of Rs. 232. 37, shareholders will get a PE multiple of 14. 6x, which is lower than industry peers. The floor Quarter III 30-Dec-2017 BALAJI TELEFILMS LTD. Postal Ballot Management 1 Approve Balaji Telefilms ESOP 2017 under which up to 5.3 mn stock options will be issued at a 25% discount to For Against Under the scheme up to 5. 3 mn (5% of paid up capital) options are being proposed to be granted. The company has not Quarter III 30-Dec-2017 BALAJI TELEFILMS LTD. Postal Ballot Management 2 Approve extension of Balaji Telefilms ESOP 2017 to employees of subsidiaries For Against Balaji Telefilms Limited proposes to extend the ESOPs to employees of its subsidiaries within the overall ceiling of up to 5. 3 Quarter IV 06-Jan-2018 ALKEM LABORATORIES LTD Postal Ballot Management 1 Re-designate Sandeep Singh (DIN 01277984) as Managing Director for a period of five years beginning 17 October For For Sandeep Singh, 35, is company’s promoter with over 10 years of experience in the pharmaceuticals industry. His Quarter IV 06-Jan-2018 ALKEM LABORATORIES LTD Postal Ballot Management 2 Reappoint Dhananjay Kumar Singh (DIN 00739153) as Joint Managing Director for a period of five years beginning 1 For For Dhananjay Kumar Singh, 55, is company’s promoter with over 30 years of experience in the pharmaceuticals industry. His Quarter IV 06-Jan-2018 ALKEM LABORATORIES LTD Postal Ballot Management 3 Reappoint Balmiki Prasad Singh (DIN 00739856) as Director for a period of five years beginning 1 January 2018 and For For Balmiki Prasad Singh, 63, is company’s promoter with over 30 years of experience in the pharmaceuticals industry. His Quarter IV 06-Jan-2018 ALKEM LABORATORIES LTD Postal Ballot Management 4 Reappoint Mritunjay Kumar Singh (DIN 00881412) as Director for a period of five years beginning 1 January 2018 and For For Mritunjay Kumar Singh, 54, is company’s promoter with over 24 years of experience in the pharmaceuticals industry. His Quarter IV 06-Jan-2018 ALKEM LABORATORIES LTD Postal Ballot Management 5 Revise remuneration of Satish Kumar Singh as Head - Operations, in a place of profit, with effect from 1 January 2018 For For Satish Kumar Singh, 61, is part of the promoter family and father of the MD, Sandeep Singh. He has over 33 years of Quarter IV 06-Jan-2018 ALKEM LABORATORIES LTD Postal Ballot Management 6 Revise remuneration of Sarvesh Singh as Vice President – Marketing and Sales, in a place of profit, with effect from 1 For Against Sarvesh Singh, 36, is part of the promoter family and brother of the MD, Sandeep Singh. In 2015 his remuneration was Quarter IV 06-Jan-2018 ALKEM LABORATORIES LTD Postal Ballot Management 7 Revise remuneration of Sarandhar Singh as Vice President – Marketing and Sales, in a place of profit, with effect from For Against Sarandhar Singh, 31, is part of the promoter family and son of director, Balmiki Prasad Singh. In 2015 his remuneration was Quarter IV 06-Jan-2018 ALKEM LABORATORIES LTD Postal Ballot Management 8 Revise remuneration of Srinivas Singh as Vice President – Marketing and Sales, in a place of profit, with effect from 1 For Against Srinivas Singh, 29, is part of the promoter family and son of director, Balmiki Prasad Singh. In 2015 his remuneration was Quarter IV 08-Jan-2018 N C C LTD. EGM Management 1 Issuance of securities upto Rs.5.5 bn For For The funds will be utilized to meet the long-term capital requirements including long term working capital expenditure and for Quarter IV 10-Jan-2018 TATA CHEMICALS LTD. Postal Ballot Management 1 Slump sale of the phosphatic fertiliser business and trading business at Haldia to IRC Agrochemicals Private Limited For For Tata Chemicals Limited proposes to divest its phosphatic fertiliser business and trading business at Haldia, West Bengal to Quarter IV 18-Jan-2018 ULTRATECH CEMENT LTD. Postal Ballot Management 1 Increase Foreign Portfolio Investor (FPI) investment limit from 30% to 40% of the paid-up equity share capital For For This resolution will enable FPIs to further invest in the company. Quarter IV 19-Jan-2018 H D F C BANK LTD. EGM Management 1 Issue of equity shares and/or equity shares through depository receipts and/or convertible securities upto Rs 240.0 For For At the assumed floor price of Rs 1841. 58 (as disclosed by the Bank), HDFC Bank will issue 130. 3 mn shares and raise Rs 240. Quarter IV 19-Jan-2018 H D F C BANK LTD. EGM Management 2 Related party transaction of issuance of equity on preferential basis to promoters HDFC Ltd. upto Rs 85.0 bn (within For For As a matter of abundant precaution, the company seeks shareholders’ approval for related party transaction of issuance of Quarter IV 19-Jan-2018 H D F C BANK LTD. EGM Management 3 Preferential allotment of equity shares to HDFC Ltd., HDFC Bank’s promoter; upto Rs 85.0 bn (within above limit of Rs For For The issue of shares and future ESOPs (of the Bank) will dilute the promoter HDFC Ltd. ’s stake. To maintain promoter stake Quarter IV 19-Jan-2018 DR. REDDY'S LABORATORIES LTD. Postal Ballot Management 1 Approve amendments to Employee Stock Option (ESOP) schemes For Against The company is proposing to increase the number of stock options to be granted under the ESOP schemes by 1. 1 mn, at an Quarter IV 19-Jan-2018 DR. REDDY'S LABORATORIES LTD. Postal Ballot Management 2 Approve grant of additional stock options to employees of subsidiaries For Against Through a separate resolution, the company proposes to grant stock options to employees of subsidiaries from the Quarter IV 19-Jan-2018 DR. REDDY'S LABORATORIES LTD. Postal Ballot Management 3 Approve appointment of Akhil Ravi to office of profit (Director-Business Development and Portfolio) For For Akhil Ravi, aged around 32 years, is the son-in-law of G. V Prasad, promoter MD and CEO of the company. He is a graduate in Quarter IV 21-Jan-2018 CAPITAL FIRST LTD. Postal Ballot Management 1 To approve formulation of CMD Stock Option Scheme - 2017 For For The company proposes to award its CMD, V. Vaidyanathan upto 1. 5 mn options at Rs. 799. 85. This is a ~15% premium to Quarter IV 21-Jan-2018 CAPITAL FIRST LTD. Postal Ballot Management 2 To approve grant of stock options exceeding more than 1% of paid-up share capital under CMD Stock Option Scheme For For As the company proposes to issue upto 1. 5 mn options (1. 5% of paid-up capital) under CMD Stock Option Scheme - 2017 to Quarter IV 21-Jan-2018 CAPITAL FIRST LTD. Postal Ballot Management 3 Reappoint Dinesh Kanabar (DIN: 00003252) as an Independent Director for five years, w.e.f. 6 January 2018 For For Dinesh Kanabar is the Founder and CEO of Dhruva Advisors. He was appointed as an Independent Director on 6 January 2015 Quarter IV 22-Jan-2018 5PAISA CAPITAL LTD Postal Ballot Management 1 To ratify the '5paisa Capital Limited Employee Stock Option Scheme - 2017' For For 5 Paisa Capital Ltd. (5PCL) seeks ratification of ESOS 2017 Scheme approved prior to its listing date. The company plans to Quarter IV 22-Jan-2018 5PAISA CAPITAL LTD Postal Ballot Management 2 To ratify issue of options to the employees of subsidiary companies under 5paisa Capital Limited Employee Stock For For Through a separate resolution, the company seeks approval to grant options to the employees of its subsidiary companies Quarter IV 22-Jan-2018 5PAISA CAPITAL LTD Postal Ballot Management 3 To ratify issue of options exceeding 1% of the issued capital of the Company under 5paisa Capital Limited Employee For For The company seeks shareholder approval to be able to grant more than 1% of the current paid-up equity capital to eligible Quarter IV 22-Jan-2018 5PAISA CAPITAL LTD Postal Ballot Management 4 Approval and implementation of the 5paisa Capital Limited Employee Stock Option Trust Scheme 2017 through Trust For For 5PCL requests approval for a new ESOTS 2017 Scheme to be implemented through the trust route. The company plans to Quarter IV 22-Jan-2018 5PAISA CAPITAL LTD Postal Ballot Management 5 Authorization to the Trust for implementation of 5paisa Capital Limited Employee Stock Option Trust Scheme 2017 by For For 5PCL is seeking shareholder approval for the trust created in resolution # 4 above to be allowed acquisition of equity shares Quarter IV 22-Jan-2018 5PAISA CAPITAL LTD Postal Ballot Management 6 Grant of Options to the Employees of the Subsidiary Company/ies (existing and in future) For For Through a separate resolution, the company seeks approval to grant options to the employees of its subsidiary companies Quarter IV 22-Jan-2018 5PAISA CAPITAL LTD Postal Ballot Management 7 To issue options exceeding 1% of the issued capital of the Company under 5paisa Capital Limited Employee Stock For For The company seeks shareholder approval to be able to grant more than 1% of the current paid-up equity capital to eligible Quarter IV 22-Jan-2018 5PAISA CAPITAL LTD Postal Ballot Management 8 To approve provisioning of funds to "5paisa Capital Employee Welfare Trust" For For The company also seeks approval to give loan to the ESOTS 2017 trust upto 5% of the paid up capital and free reserves of the Quarter IV 22-Jan-2018 5PAISA CAPITAL LTD Postal Ballot Management 9 To approve material related party transactions with India Infoline Ltd For For 5PCL seeks shareholder under SEBI’s LODR 2015 for material related party transactions upto Rs 50. 0 mn (for Quarter IV 22-Jan-2018 5PAISA CAPITAL LTD Postal Ballot Management 10 To approve material related party transactions with IIFL Facilities Services Ltd For For 5PCL seeks shareholder under SEBI’s LODR 2015 for material related party transactions upto Rs 350. 0 mn (for availing loans Quarter IV 22-Jan-2018 5PAISA CAPITAL LTD Postal Ballot Management 11 To approve material related party transactions with IIFL Holdings Ltd. For For 5PCL seeks shareholder under SEBI’s LODR 2015 for material related party transactions upto Rs 300. 0 mn (for availing loans Quarter IV 22-Jan-2018 5PAISA CAPITAL LTD Postal Ballot Management 12 To approve material related party transactions with India Infoline Finance Ltd. For For 5PCL seeks shareholder under SEBI’s LODR 2015 for material related party transactions upto Rs 1000. 0 mn (for availing Quarter IV 22-Jan-2018 5PAISA CAPITAL LTD Postal Ballot Management 13 To approve increase in Authorised Share Capital and Alteration of Memorandum of Association For For Considering the overall business requirement and growth opportunities, 5PCL seeks shareholder approval to increase its Quarter IV 25-Jan-2018 KIRLOSKAR OIL ENGINES LTD. Postal Ballot Management 1 Alter Main Objects clause of Memorandum of Association (MoA) to enter the financial services business For For The company’s liquid funds averaged at around Rs. 9bn in FY17, which yielded a return of about 7%. To better utilize its Quarter IV 30-Jan-2018 PIDILITE INDUSTRIES LTD. Postal Ballot Management 1 To buyback upto Rs. 5.0 bn, at a price of Rs. 1,000 per equity share through a tender offer For For At the buyback price of Rs. 1,000 per share, the company will buyback around 5. 0 mn equity shares resulting in a ~15. 1% Quarter IV 31-Jan-2018 INDIAN BANK EGM Management 1 Issue of equity shares upto Rs 70.0 bn by way of FPO / Private Placement / QIP / Rights Issue / Preferential issue / For For Indian Bank seeks shareholder approval to raise upto Rs 70. 0 bn by issuance of equity shares. Assuming current market price Quarter IV 01-Feb-2018 KARUR VYSYA BANK LTD. Postal Ballot Management 1 Approve amendments to Employee Stock Option (KVB ESOS - 2011) scheme For Against The bank proposes to alter its ESOS - 2011 scheme to align it to the provisions of SEBI’s ESOP Guidelines. KVB has not Quarter IV 14-Feb-2018 HOUSING DEVELOPMENT FINANCE Postal Ballot Management 1 To approve increase in the authorised share capital to Rs. 3.7bn and consequent amendment to the Memorandum of For For HDFC Ld. Proposes to increase its authorized capital to Rs 3. 7 bn (1. 85 bn shares of face valueQuarter IV 14-Feb-2018 HOUSING DEVELOPMENT FINANCE Postal Ballot Management 2 To approve issue of 64.3 mn equity shares on a preferential basis at Rs. 1726.05 per share to raise Rs. 111.0 bn For For The proceeds of the issue will be used to fund HDFC’s Rs 85. 0 bn investment in HDFC Bank (toQuarter IV 14-Feb-2018 HOUSING DEVELOPMENT FINANCE Postal Ballot Management 3 To approve issue of equity shares by way of a Qualified Institutions Placement to Qualified Institutional Buyers to For For Assuming the QIP is at the same price as that of the preferential issue in Resolution #2 above,Quarter IV 14-Feb-2018 HOUSING DEVELOPMENT FINANCE Postal Ballot Management 4 To approve related party transaction with HDFC Bank Ltd. regarding subscription to equity shares of HDFC Bank Ltd. For For At its EGM on 19 January 2018, HDFC Bank had proposed an issue of securities upto Rs 240 bnQuarter IV 15-Feb-2018 ASHIANA HOUSING LTD. Postal Ballot Management 1 Issuance of Non-Convertible Debentures/Bonds upto Rs.1.5 bn on private placement basis For For Non-convertible debentures (NCDs) issued on private placement basis are a significant source of borrowings for the Quarter IV 15-Feb-2018 ASHIANA HOUSING LTD. Postal Ballot Management 2 Provide security against the issuance of Non-Convertible Debentures/Bonds upto Rs.1.5 bn For For Secured loans have easier repayment terms, less restrictive covenants and marginally lower interest rates. Quarter IV 19-Feb-2018 TATA POWER CO. LTD. NCM Management 1 To approve scheme of arrangement between The Tata Power Company Ltd., Tata Power Renewable Energy Ltd., Supa For For Tata Power is restructuring the holding structure of its renewable energy plants to enable it to allow equity participation Quarter IV 20-Feb-2018 INFOSYS LTD. Postal Ballot Management 1 Appointment of Salil S Parekh (DIN: 01876159) as CEO and MD for five years till 1 January 2023 and to fix his For For Salil Parekh’s maximum proposed remuneration is estimated at Rs 246. 5 mn in FY19 and FY20 and Rs 303. 3 mn in FY21, of Quarter IV 20-Feb-2018 INFOSYS LTD. Postal Ballot Management 2 Redesignation of U B Pravin Rao (DIN: 06782450) as COO and wholetime director For For Following the resignation of Vishal Sikka as MD and CEO, the board had nominated U. B. Pravin Rao to take charge as the MD Quarter IV 23-Feb-2018 ADANI ENTERPRISES LTD. Postal Ballot Management 1 Alter Main Objects clause of Memorandum of Association (MoA) to enter the water purification and supply business For For Adani Enterprises Limited proposes to enter the water purification and supply business including water desalination, sea Quarter IV 07-Mar-2018 INDIAN OIL CORPN. LTD. Postal Ballot Management 1 Increase in the authorized share capital and consequent alteration to Articles and Memorandum of Association For For The present authorized share capital of the company is Rs. 60 bn divided into 6 bn equity shares of Rs. 10 each. The company Quarter IV 07-Mar-2018 INDIAN OIL CORPN. LTD. Postal Ballot Management 2 Issue one equity share as bonus for one equity share of Rs.10 each held in the company For For Post the bonus issue the equity share capital of the company will increase to Rs. 97. 1 bn comprising 9. 7 bn equity shares of Quarter IV 07-Mar-2018 BHARTI INFRATEL LTD. Postal Ballot Management 1 To approve shifting of the registered office from Delhi to Haryana and consequently amend the clause II of the For For The registered office of Bharti Infratel is currently situated at Bharti Crescent, 1, Nelson Mandela Road, Vasant Kunj, Phase Quarter IV 07-Mar-2018 BHARTI INFRATEL LTD. Postal Ballot Management 2 To approve alteration of the Object clause of the MoA For For The main business of Bharti Infratel is to acquire, build, own and operate telecom infrastructure. The rapid growth and Quarter IV 07-Mar-2018 BHARTI INFRATEL LTD. Postal Ballot Management 3 To approve alteration of the Liability clause of the MoA For For The alteration to Liability clause is proposed to comply with the provisions of the Companies Act, 2013. Quarter IV 07-Mar-2018 L & T FINANCE HOLDINGS LTD. Postal Ballot Management 1 To issue equity for an amount up to Rs.10 bn by way of Qualified Institutional Placement (QIP) For For Assuming the QIP is at the same price as that of the preferential issue in Resolution #2, the company will issue 53. 9 mn Quarter IV 07-Mar-2018 L & T FINANCE HOLDINGS LTD. Postal Ballot Management 2 Preferential allotment of equity shares to Larsen & Toubro Limited (L&T), company’s promoter, up to Rs.20.0 bn For For The issue of shares as proposed in resolution #1 will dilute the promoter L&T’s stake. To maintain the promoter stake, the Quarter IV 09-Mar-2018 BAJAJ FINANCE LTD. Postal Ballot Management 1 To increase the borrowing limit from Rs 750 bn to Rs 1,000 bn For For As on 30 September 2017, BFL had a debt of Rs. 528. 9 bn as against a networth of Rs. 150. 2 bn. BFL is well capitalized - its Quarter IV 09-Mar-2018 BAJAJ FINANCE LTD. Postal Ballot Management 2 Creation of charges/mortgages on company’s assets of Rs. 1,000 bn For For The terms of borrowing, interest rates etc. For secured loans tend to be better than those for unsecured loans. Quarter IV 13-Mar-2018 BANK OF BARODA EGM Management 1 To issue up to 341.4 mn equity shares at an issue price of Rs. 157.46 per share, aggregating up to Rs. 53.75 bn to the For For The issue price of Rs 157. 46 per share is at a 11. 9% premium to the current market price (Rs. 145. 6 closing price on 21 Quarter IV 15-Mar-2018 STATE BANK OF INDIA EGM Management 1 To issue up to 292.5 mn equity shares at an issue price of Rs. 300.82 per share, aggregating up to Rs. 88.0 bn to the For For The issue price of Rs 300. 82 per share is at a 10. 2% premium to the current market price (Rs. 273. 1 closing price on 21 Quarter IV 20-Mar-2018 G A I L (INDIA) LTD. Postal Ballot Management 1 Issue one equity share as bonus for three equity shares of Rs.10 each held in the company For For The reserves and surplus of the company are ~21 times of its paid-up share capital. In line with the DIPAM guidelines, the Quarter IV 25-Mar-2018 CYIENT LTD. Postal Ballot Management 1 Adoption of a new set of Articles of Association (AoA) of the company containing regulations in line with the For For The company proposes to adopt a new set of AoA by deleting/ amending the references to various sections and schedules Quarter IV 25-Mar-2018 CYIENT LTD. Postal Ballot Management 2 To reduce aggregate investment limits of non-residents from 100% to 49% of the total paid up share capital of the For For One of the stipulations for obtaining a license for manufacturing for the defence sector is that non-resident shareholders Quarter IV 27-Mar-2018 OIL & NATURAL GAS CORPN. LTD. Postal Ballot Management 1 Acquisition of 51.1% stake of Hindustan Petroleum Corporation Limited from Government of India at Rs.369.2 bn For For With the acquisition of this stake the company’s total investments in subsidiaries, associates, joint-ventures and other Quarter IV 27-Mar-2018 SUNDARAM-CLAYTON LTD. Postal Ballot Management 1 Approve remuneration upto Rs. 9.0 mn to Venu Srinivasan, Chairperson and Managing Director for FY18 For For Venu Srinivasan, 65, is the Chairperson and Managing Director of SCL and TVS Motors. SCL has made a net loss of Rs. 433. 5 Quarter IV 27-Mar-2018 SUNDARAM-CLAYTON LTD. Postal Ballot Management 2 Approve remuneration upto Rs. 17.5 mn to Dr. Lakshmi Venu, Joint Managing Director for FY18 For For Dr. Lakshmi Venu, 34, is the Joint Managing Director of SCL and Deputy MD of TAFE Motors and Tractors Ltd. SCL has made Quarter IV 27-Mar-2018 SUNDARAM-CLAYTON LTD. Postal Ballot Management 3 Approve remuneration upto Rs. 3.0 mn to Sudarshan Venu, Joint Managing Director for FY18 For For Sudarshan Venu, 28, is the Joint Managing Director of SCL and TVS Motors. SCL has made a net loss of Rs. 433. 5 mn for 9M-Quarter IV 30-Mar-2018 TITAGARH WAGONS LTD. Postal Ballot Management 1 Increase the borrowing limit (fund based and non-fund based) to Rs.20 bn over the aggregate of paid up share For For The need for a higher limit of bank guarantees to bid for new projects, and changes in the Indian Railways’ polices towards Quarter IV 30-Mar-2018 TITAGARH WAGONS LTD. Postal Ballot Management 2 Provide charge on assets upto Rs.20 bn over the aggregate of paid up share capital, securities premium and free For For Secured loans generally have easier repayment terms, less restrictive covenants, and lower interest rates. Quarter IV 30-Mar-2018 TITAGARH WAGONS LTD. Postal Ballot Management 3 Provide a Rs.2 bn corporate guarantee for loans taken by its 81% loss-making subsidiary, Cimmco Limited from For For Cimmco and Titagarh are executing orders received from Indian Railways to manufacture 2,300 wagons. Cimmco’s order